UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 20222023

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: 000-5734

AGILYSYS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

34-0907152

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

1000 Windward Concourse3655 Brookside Parkway, Suite 250300

Alpharetta, Georgia

3000530022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (770) 810-7800

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading
Symbol(s)


Name of each exchange on which registered

Common Stock, without par value

AGYS

NASDAQ Global Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

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

Large Accelerated filer

Accelerated filer

Non-Accelerated filer

Smaller reporting company

Emerging growth company

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

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No

As of July 22, 2022,21, 2023, the registrant had 25,032,56725,353,918 shares of common stock outstanding.

1


AGILYSYS, INC.

Table of Contents

Part I. Financial Information

Item 1

Financial Statements (Unaudited)

3

Condensed Consolidated Balance Sheets – June 30, 20222023 (Unaudited) and March 31, 20222023

3

Condensed Consolidated Statements of Operations (Unaudited) - Three Months Ended June 30, 20222023 and June 30, 20212022

4

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three Months Ended June 30, 20222023 and June 30, 20212022

5

Condensed Consolidated Statements of Cash Flows (Unaudited) – Three Months Ended June 30, 20222023 and June 30, 20212022

6

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - Three Months Ended June 30, 20222023 and June 30, 20212022

7

Notes to Condensed Consolidated Financial Statements (Unaudited)

8

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1716

Item 3

Quantitative and Qualitative Disclosures About Market Risk

2321

Item 4

Controls and Procedures

2321

Part II. Other Information

Item 1

Legal Proceedings

2423

Item 1A

Risk Factors

2423

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

2423

Item 3

Defaults Upon Senior Securities

2423

Item 4

Mine Safety Disclosures

2423

Item 5

Other Information

2423

Item 6

Exhibits

2524

Signatures

2625

2


AGILYSYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

June 30, 2022 Unaudited

 

 

March 31,
2022

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

94,897

 

 

$

96,971

 

Accounts receivable, net of allowance for expected credit losses
   of $
496 and $318, respectively

 

 

22,901

 

 

 

25,175

 

Contract assets

 

 

2,661

 

 

 

1,669

 

Inventories

 

 

7,246

 

 

 

6,940

 

Prepaid expenses and other current assets

 

 

4,435

 

 

 

5,418

 

Total current assets

 

 

132,140

 

 

 

136,173

 

Property and equipment, net

 

 

5,896

 

 

 

6,345

 

Operating lease right-of-use assets

 

 

9,277

 

 

 

9,889

 

Goodwill

 

 

32,759

 

 

 

32,759

 

Intangible assets, net

 

 

19,831

 

 

 

20,178

 

Deferred income taxes, non-current

 

 

2,677

 

 

 

2,664

 

Other non-current assets

 

 

6,179

 

 

 

6,154

 

Total assets

 

$

208,759

 

 

$

214,162

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

8,185

 

 

$

9,766

 

Contract liabilities

 

 

41,989

 

 

 

46,095

 

Accrued liabilities

 

 

7,870

 

 

 

10,552

 

Operating lease liabilities, current

 

 

4,729

 

 

 

5,049

 

Finance lease obligations, current

 

 

4

 

 

 

4

 

Total current liabilities

 

 

62,777

 

 

 

71,466

 

Deferred income taxes, non-current

 

 

943

 

 

 

938

 

Operating lease liabilities, non-current

 

 

4,970

 

 

 

5,649

 

Finance lease obligations, non-current

 

 

1

 

 

 

2

 

Other non-current liabilities

 

 

3,792

 

 

 

3,304

 

Commitments and contingencies

 

 

 

 

 

 

Series A convertible preferred stock, no par value

 

 

35,000

 

 

 

35,459

 

Shareholders' equity:

 

 

 

 

 

 

Common shares, without par value, at $0.30 stated value; 80,000,000
   shares authorized;
31,606,831 shares issued; and 25,025,983
   and
24,728,532 shares outstanding at June 30, 2022
   and March 31, 2022, respectively

 

 

9,482

 

 

 

9,482

 

Treasury shares, 6,580,848 and 6,878,299 at June 30, 2022
   and March 31, 2022, respectively

 

 

(1,974

)

 

 

(2,063

)

Capital in excess of stated value

 

 

51,624

 

 

 

49,963

 

Retained earnings

 

 

42,598

 

 

 

40,018

 

Accumulated other comprehensive loss

 

 

(454

)

 

 

(56

)

Total shareholders' equity

 

 

101,276

 

 

 

97,344

 

Total liabilities and shareholders' equity

 

$

208,759

 

 

$

214,162

 

(In thousands, except share data)

 

June 30, 2023 (Unaudited)

 

 

March 31,
2023

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

107,093

 

 

$

112,842

 

Accounts receivable, net of allowance for expected credit losses
   of $
578 and $610, respectively

 

 

25,581

 

 

 

22,378

 

Contract assets

 

 

2,283

 

 

 

2,242

 

Inventories

 

 

8,452

 

 

 

9,774

 

Prepaid expenses and other current assets

 

 

6,029

 

 

 

7,422

 

Total current assets

 

 

149,438

 

 

 

154,658

 

Property and equipment, net

 

 

15,987

 

 

 

14,576

 

Operating lease right-of-use assets

 

 

24,038

 

 

 

12,708

 

Goodwill

 

 

33,077

 

 

 

32,638

 

Intangible assets, net

 

 

17,888

 

 

 

18,140

 

Deferred income taxes, non-current

 

 

2,927

 

 

 

2,790

 

Other non-current assets

 

 

7,992

 

 

 

7,526

 

Total assets

 

$

251,347

 

 

$

243,036

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

10,544

 

 

$

9,418

 

Contract liabilities

 

 

47,291

 

 

 

52,124

 

Accrued liabilities

 

 

11,257

 

 

 

13,708

 

Operating lease liabilities, current

 

 

4,800

 

 

 

3,263

 

Finance lease obligations, current

 

 

1

 

 

 

2

 

Total current liabilities

 

 

73,893

 

 

 

78,515

 

Deferred income taxes, non-current

 

 

2,303

 

 

 

2,257

 

Operating lease liabilities, non-current

 

 

24,139

 

 

 

13,477

 

Other non-current liabilities

 

 

4,326

 

 

 

4,018

 

Commitments and contingencies

 

 

 

 

 

 

Series A convertible preferred stock, no par value

 

 

35,000

 

 

 

35,459

 

Shareholders' equity:

 

 

 

 

 

 

Common shares, without par value, at $0.30 stated value; 80,000,000
   shares authorized;
31,606,831 shares issued; and 25,351,357
   and
25,326,626 shares outstanding at June 30, 2023
   and March 31, 2023, respectively

 

 

9,482

 

 

 

9,482

 

Treasury shares, 6,255,474 and 6,280,205 at June 30, 2023
   and March 31, 2023, respectively

 

 

(1,877

)

 

 

(1,884

)

Capital in excess of stated value

 

 

53,735

 

 

 

52,978

 

Retained earnings

 

 

53,853

 

 

 

52,764

 

Accumulated other comprehensive loss

 

 

(3,507

)

 

 

(4,030

)

Total shareholders' equity

 

 

111,686

 

 

 

109,310

 

Total liabilities and shareholders' equity

 

$

251,347

 

 

$

243,036

 

See accompanying notes to unaudited condensed consolidated financial statements.

3


AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

Three months ended
June 30,

 

 

Three Months Ended
June 30,

 

(In thousands, except per share data)

 

2022

 

2021

 

 

2023

 

2022

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

Products

 

$

11,046

 

 

$

8,844

 

 

$

12,781

 

 

$

11,046

 

Subscription and maintenance

 

 

27,727

 

 

 

23,207

 

 

 

32,125

 

 

 

27,727

 

Professional services

 

 

8,733

 

 

 

6,674

 

 

 

11,153

 

 

 

8,733

 

Total net revenue

 

 

47,506

 

 

 

38,725

 

 

 

56,059

 

 

 

47,506

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

Products

 

 

5,879

 

 

 

4,360

 

 

 

6,565

 

 

 

5,879

 

Subscription and maintenance

 

 

6,286

 

 

 

4,744

 

 

 

7,637

 

 

 

6,286

 

Professional services

 

 

6,846

 

 

 

4,754

 

 

 

8,800

 

 

 

6,846

 

Total cost of goods sold

 

 

19,011

 

 

 

13,858

 

 

 

23,002

 

 

 

19,011

 

Gross profit

 

 

28,495

 

 

 

24,867

 

 

 

33,057

 

 

 

28,495

 

Gross profit margin

 

 

60.0

%

 

 

64.2

%

 

 

59.0

%

 

 

60.0

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Product development

 

 

11,556

 

 

 

11,485

 

 

 

13,321

 

 

 

11,556

 

Sales and marketing

 

 

5,413

 

 

 

3,052

 

 

 

7,301

 

 

 

5,413

 

General and administrative

 

 

7,353

 

 

 

7,003

 

 

 

9,365

 

 

 

7,353

 

Depreciation of fixed assets

 

 

473

 

 

 

566

 

 

 

923

 

 

 

473

 

Amortization of internal-use software and intangibles

 

 

453

 

 

 

465

 

 

 

430

 

 

 

453

 

Other charges

 

 

214

 

 

 

225

 

 

 

759

 

 

 

214

 

Legal settlements

 

 

0

 

 

 

30

 

Total operating expense

 

 

25,462

 

 

 

22,826

 

 

 

32,099

 

 

 

25,462

 

Operating income

 

 

3,033

 

 

 

2,041

 

 

 

958

 

 

 

3,033

 

Other (income) expense:

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest income

 

 

(101

)

 

 

(22

)

 

 

1,101

 

 

 

101

 

Interest expense

 

 

1

 

 

 

1

 

 

 

 

 

 

(1

)

Other (income) expense, net

 

 

(304

)

 

 

(103

)

Other income (expense), net

 

 

(159

)

 

 

304

 

Income before taxes

 

 

3,437

 

 

 

2,165

 

 

 

1,900

 

 

 

3,437

 

Income tax expense

 

 

398

 

 

 

193

 

 

 

352

 

 

 

398

 

Net income

 

$

3,039

 

 

$

1,972

 

 

$

1,548

 

 

$

3,039

 

Series A convertible preferred stock dividends

 

 

(459

)

 

 

(459

)

 

 

(459

)

 

 

(459

)

Net income attributable to common shareholders

 

$

2,580

 

 

$

1,513

 

 

$

1,089

 

 

$

2,580

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

 

24,598

 

 

 

24,014

 

 

 

24,936

 

 

 

24,598

 

 

 

 

 

 

 

 

 

 

 

Net income per share - basic:

 

$

0.10

 

 

$

0.06

 

 

$

0.04

 

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - diluted

 

 

25,370

 

 

 

25,178

 

 

 

26,177

 

 

 

25,370

 

 

 

 

 

 

 

 

 

 

 

Net income per share - diluted:

 

$

0.10

 

 

$

0.06

 

 

$

0.04

 

 

$

0.10

 

See accompanying notes to unaudited condensed consolidated financial statements.

4


AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

Three months ended
June 30,

 

 

 

 

 

(In thousands)

 

2022

 

 

2021

 

Net income

 

 

3,039

 

 

$

1,972

 

Other comprehensive (loss) income, net of tax:

 

 

 

 

 

 

Unrealized foreign currency translation adjustments

 

 

(398

)

 

 

(2

)

Total comprehensive income

 

$

2,641

 

 

$

1,970

 

 

 

Three Months Ended
June 30,

 

(In thousands)

 

2023

 

 

2022

 

Net income

 

 

1,548

 

 

$

3,039

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

Unrealized foreign currency translation adjustments

 

 

523

 

 

 

(398

)

Total comprehensive income

 

$

2,071

 

 

$

2,641

 

See accompanying notes to unaudited condensed consolidated financial statements.

5


AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Three Months Ended

 

 

 

June 30,

 

(In thousands)

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

Net income

 

$

3,039

 

 

$

1,972

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Loss on disposal of property & equipment

 

 

0

 

 

 

123

 

Depreciation of fixed assets

 

 

473

 

 

 

566

 

Amortization of internal-use software and intangibles

 

 

453

 

 

 

465

 

Deferred income taxes

 

 

(116

)

 

 

(108

)

Share-based compensation

 

 

2,488

 

 

 

3,621

 

Changes in operating assets and liabilities

 

 

(6,236

)

 

 

1,356

 

Net cash provided by operating activities

 

 

101

 

 

 

7,995

 

Investing activities

 

 

 

 

 

 

Capital expenditures

 

 

(98

)

 

 

(274

)

Additional investments in corporate-owned life insurance policies

 

 

(7

)

 

 

(2

)

Net cash used in investing activities

 

 

(105

)

 

 

(276

)

Financing activities

 

 

 

 

 

 

Payment of preferred stock dividends

 

 

(918

)

 

 

(918

)

Repurchase of common shares to satisfy employee tax withholding

 

 

(820

)

 

 

(2,070

)

Principal payments under long-term obligations

 

 

(1

)

 

 

(6

)

Net cash used in financing activities

 

 

(1,739

)

 

 

(2,994

)

Effect of exchange rate changes on cash

 

 

(331

)

 

 

6

 

Net (decrease) increase in cash and cash equivalents

 

 

(2,074

)

 

 

4,731

 

Cash and cash equivalents at beginning of period

 

 

96,971

 

 

 

99,180

 

Cash and cash equivalents at end of period

 

$

94,897

 

 

$

103,911

 

 

 

Three Months Ended
June 30,

 

(In thousands)

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

Net income

 

$

1,548

 

 

$

3,039

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation of fixed assets

 

 

923

 

 

 

473

 

Amortization of internal-use software and intangibles

 

 

430

 

 

 

453

 

Deferred income taxes

 

 

(129

)

 

 

(116

)

Share-based compensation

 

 

3,167

 

 

 

2,488

 

Changes in operating assets and liabilities

 

 

(5,917

)

 

 

(6,236

)

Net cash provided by operating activities

 

 

22

 

 

 

101

 

Investing activities

 

 

 

 

 

 

Capital expenditures

 

 

(3,065

)

 

 

(98

)

Additional investments in corporate-owned life insurance policies

 

 

(2

)

 

 

(7

)

Net cash used in investing activities

 

 

(3,067

)

 

 

(105

)

Financing activities

 

 

 

 

 

 

Payment of preferred stock dividends

 

 

(918

)

 

 

(918

)

Repurchase of common shares to satisfy employee tax withholding

 

 

(1,783

)

 

 

(820

)

Principal payments under long-term obligations

 

 

(1

)

 

 

(1

)

Net cash used in financing activities

 

 

(2,702

)

 

 

(1,739

)

Effect of exchange rate changes on cash

 

 

(2

)

 

 

(331

)

Net decrease in cash and cash equivalents

 

 

(5,749

)

 

 

(2,074

)

Cash and cash equivalents at beginning of period

 

 

112,842

 

 

 

96,971

 

Cash and cash equivalents at end of period

 

$

107,093

 

 

$

94,897

 

See accompanying notes to unaudited condensed consolidated financial statements.

6


AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

 

 

Three Months Ended June 30, 2022

 

 

 

Common Shares

 

 

Capital in

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Issued

 

 

In Treasury

 

 

excess of

 

 

 

 

 

other

 

 

 

 

(In thousands, except share data)

 

Shares

 

 

Stated
value

 

 

Shares

 

 

Stated
value

 

 

Stated
value

 

 

Retained
earnings

 

 

comprehensive
income (loss)

 

 

Total

 

Balance at March 31, 2022

 

 

31,607

 

 

$

9,482

 

 

 

(6,879

)

 

$

(2,063

)

 

$

49,963

 

 

$

40,018

 

 

$

(56

)

 

$

97,344

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,623

 

 

 

 

 

 

 

 

 

2,623

 

Restricted shares issued, net

 

 

 

 

 

 

 

 

250

 

 

 

75

 

 

 

(75

)

 

 

 

 

 

 

 

 

 

Shares issued upon exercise of SSARs

 

 

 

 

 

 

 

 

69

 

 

 

21

 

 

 

(21

)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

(22

)

 

 

(7

)

 

 

(866

)

 

 

 

 

 

 

 

 

(873

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,039

 

 

 

 

 

 

3,039

 

Series A convertible preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(459

)

 

 

 

 

 

(459

)

Unrealized translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(398

)

 

 

(398

)

Balance at June 30, 2022

 

 

31,607

 

 

$

9,482

 

 

 

(6,582

)

 

$

(1,974

)

 

$

51,624

 

 

$

42,598

 

 

$

(454

)

 

$

101,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2021

 

 

 

Common Shares

 

 

Capital in

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Issued

 

 

In Treasury

 

 

excess of

 

 

 

 

 

other

 

 

 

 

(In thousands, except share data)

 

Shares

 

 

Stated
value

 

 

Shares

 

 

Stated
value

 

 

Stated
value

 

 

Retained
earnings

 

 

comprehensive
income (loss)

 

 

Total

 

Balance at March 31, 2021

 

 

31,607

 

 

$

9,482

 

 

 

(7,596

)

 

$

(2,278

)

 

$

37,257

 

 

$

35,376

 

 

$

39

 

 

$

79,876

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,726

 

 

 

 

 

 

 

 

 

3,726

 

Restricted shares issued, net

 

 

 

 

 

 

 

 

10

 

 

 

3

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

Shares issued upon exercise of SSARs

 

 

 

 

 

 

 

 

558

 

 

 

167

 

 

 

(167

)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

(10

)

 

 

(3

)

 

 

(623

)

 

 

 

 

 

 

 

 

(626

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,972

 

 

 

 

 

 

1,972

 

Series A convertible preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(459

)

 

 

 

 

 

(459

)

Unrealized translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

(2

)

Balance at June 30, 2021

 

 

31,607

 

 

$

9,482

 

 

 

(7,038

)

 

$

(2,111

)

 

$

40,190

 

 

$

36,889

 

 

$

37

 

 

$

84,487

 

 

 

Three Months Ended June 30, 2023

 

 

 

Common Shares

 

 

Capital in

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Issued

 

 

In Treasury

 

 

excess of

 

 

 

 

 

other

 

 

 

 

(In thousands, except share data)

 

Shares

 

 

Stated
value

 

 

Shares

 

 

Stated
value

 

 

Stated
value

 

 

Retained
earnings

 

 

comprehensive
income (loss)

 

 

Total

 

Balance at March 31, 2023

 

 

31,607

 

 

$

9,482

 

 

 

(6,280

)

 

$

(1,884

)

 

$

52,978

 

 

$

52,764

 

 

$

(4,030

)

 

$

109,310

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,377

 

 

 

 

 

 

 

 

 

3,377

 

Restricted shares issued, net

 

 

 

 

 

 

 

 

12

 

 

 

3

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

Shares issued upon exercise of SSARs

 

 

 

 

 

 

 

 

50

 

 

 

15

 

 

 

(15

)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

(37

)

 

 

(11

)

 

 

(2,602

)

 

 

 

 

 

 

 

 

(2,613

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,548

 

 

 

 

 

 

1,548

 

Series A convertible preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(459

)

 

 

 

 

 

(459

)

Unrealized translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

523

 

 

 

523

 

Balance at June 30, 2023

 

 

31,607

 

 

$

9,482

 

 

 

(6,255

)

 

$

(1,877

)

 

$

53,735

 

 

$

53,853

 

 

$

(3,507

)

 

$

111,686

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2022

 

 

 

Common Shares

 

 

Capital in

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Issued

 

 

In Treasury

 

 

excess of

 

 

 

 

 

other

 

 

 

 

(In thousands, except share data)

 

Shares

 

 

Stated
value

 

 

Shares

 

 

Stated
value

 

 

Stated
value

 

 

Retained
earnings

 

 

comprehensive
income (loss)

 

 

Total

 

Balance at March 31, 2022

 

 

31,607

 

 

$

9,482

 

 

 

(6,879

)

 

$

(2,063

)

 

$

49,963

 

 

$

40,018

 

 

$

(56

)

 

$

97,344

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,623

 

 

 

 

 

 

 

 

 

2,623

 

Restricted shares issued, net

 

 

 

 

 

 

 

 

250

 

 

 

75

 

 

 

(75

)

 

 

 

 

 

 

 

 

 

Shares issued upon exercise of SSARs

 

 

 

 

 

 

 

 

69

 

 

 

21

 

 

 

(21

)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

(22

)

 

 

(7

)

 

 

(866

)

 

 

 

 

 

 

 

 

(873

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,039

 

 

 

 

 

 

3,039

 

Series A convertible preferred stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(459

)

 

 

 

 

 

(459

)

Unrealized translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(398

)

 

 

(398

)

Balance at June 30, 2022

 

 

31,607

 

 

$

9,482

 

 

 

(6,582

)

 

$

(1,974

)

 

$

51,624

 

 

$

42,598

 

 

$

(454

)

 

$

101,276

 

See accompanying notes to unaudited condensed consolidated financial statements.

7


AGILYSYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of Operations and Financial Statement Presentation

Nature of Operations

Agilysys has been a leader in hospitality software for more than 40 years, delivering innovative cloud-native SaaS and on-premise solutions for hotels, resorts and cruise lines, casinos, corporate foodservice management, restaurants, universities, stadiums, and healthcare. The Company’s software solutions include point-of-sale (POS), property management (PMS), inventory and procurement, payments, and related applications that manage and enhance the entire guest journey. Agilysys also is known for its world-class customer-centric service. Many of the top hospitality companies around the world use Agilysys solutions to improve guest loyalty, drive revenue growth, and increase operational efficiencies. Agilysys operates across North America, Europe, the Middle East, Asia-Pacific, and India, with headquarters in Alpharetta, GA.

The Company has just one reportable segment serving the global hospitality industry.

COVID-19 Pandemic

The World Health Organization declared novel coronavirus (“COVID-19”) a pandemic on March 11, 2020. The pandemic has created significant economic challenges as organizations and governmental authorities around the world have implemented numerous measures attempting to contain the spread of COVID-19, including travel restrictions, border closings, shelter-in-place orders, and social distancing requirements. Our customers and vendors have closed or have otherwise applied restrictions at certain sites in response to the pandemic. Similarly, we have provided remote working arrangements for our employees, limited business travel, and canceled or shifted various events to virtual attendance. We have localized our pandemic response to the countries and specific locations in which we, our customers and our vendors operate.

See Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview— Recent Developments” of this report for more discussion of the impact of COVID-19 on our business.

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 20232024 refers to the fiscal year ending March 31, 2023.2024.

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 Sheet as of June 30, 2022,2023, as well as the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements of Shareholders’ Equity for the three months ended June 30, 20222023 and 2021,2022, and the Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 20222023 and 2021,2022, are unaudited. However, these financial statements have been prepared on the same basis as those in the audited annual financial statements, except for the recently adopted accounting pronouncements described below.statements. 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, 2022,2023, filed with the Securities and Exchange Commission (SEC) on May 23, 2022.19, 2023.

Use of estimates

8


Preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates due to uncertainties, including the impact of COVID-19.uncertainties.

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, 2022,2023, included in our Annual Report on Form 10-K. There have been no material changes to our significant accounting policies from those disclosed therein.

3. Revenue Recognition

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 service agreement between us and the customer, which sets forth the general terms and conditions of any

8


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 refund.

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

Our proprietary 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.

We recognize revenue for hardware sales when the product is shipped to the customer and when obligations that affect the customer'scustomer’s final acceptance of the arrangement have been fulfilled. Hardware is purchased from suppliers and provided to the end-user customers via drop-ship or from inventory. 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 ship or are notified by the supplier that the product has been shipped. In certain limited instances, as shipping terms dictate, revenue is recognized upon receipt at the point of destination or upon installation at the customer site.

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. Our subscription service revenue is primarily based on rates per location, including rates per points of sale and per room. We recognize certain subscription service revenue on a per-transaction basis. The customer can only benefit from 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, any hosting services, and any hostingtransaction-based 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. The Company recognizes subscription revenue over a one-month period based on the typical monthly invoicing and renewal cycle in accordance with our customer agreement terms.

We recognizederive maintenance service revenue primarily from providing unspecified updates, upgrades, bug fixes, and technical support services for our on-premise proprietary software. These services represent a stand-ready obligation that is concurrently delivered and has the same pattern of transfer to the customer; we account for these maintenance services as a single performance obligation recognized over the term of the maintenance agreement.obligation. Maintenance revenue also includes the same services provided by third-parties for remarketed software. We recognize substantially all maintenance revenue over the contract period of the maintenance agreement. We also recognize certain maintenance service revenue based on the volume of payment transactions processed by third parties through access to our software.

Professional services revenues primarily consist of fees for consulting, implementation, installation, integration and training and are generally recognized over time as the customer simultaneously receives and consumes the benefits of the professional services as the services are being performed. Professional services can be provided by internal or external providers, do not significantly affect the customer'scustomer’s ability to access or use other provided goods or services, and provide a measure of benefit beyond that 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 date relative to the total labor hours expected to be required to satisfy the related performance obligation.

9


We use the market approach to drivederive standalone selling price ("SSP"(“SSP”) by maximizing observable data points (in the form of recently executed customer contracts) to determine the price customers are willing to pay for the goods and services transferred. If the contract contains a single performance obligation, the entire transaction price is allocated to that performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price 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.

9


Disaggregation of Revenue

We derive and report our revenue from the sale of products (software(proprietary software licenses, third party hardware and operating systems), subscription and maintenance, and professional services. RevenueProducts revenue recognized at a point in time (products) totaled $11.012.8 million and $8.8 million, and over time (subscription and maintenance and professional services) totaled $36.5 million and $29.911.0 million for the three months ended June 30, 2023 and 2022, respectively. Subscription and 2021,maintenance, and professional services revenue recognized substantially over time totaled $43.3 million and $36.5 million for the three months ended June 30, 2023 and 2022, respectively.

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 contract assets represent unbilled amounts related to products and professional services. We expect billing and collection of our contract assets to occur within the next twelve months. We receive payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities represent consideration received or consideration which is unconditionally due from customers prior to transferring goods or services to the customer under the terms of the contract.

Revenue recognized from amounts included in contract liabilities at the beginning of the period was $20.922.1 million and $17.420.9 million for the three months ended June 30, 20222023 and 2021,2022, respectively. Because the right to the transaction became unconditional, we transferred to accounts receivable from contract assets at the beginning of the period, $1.51.6 million and $2.21.5 million for the three months ended June 30, 20222023 and 2021,2022, respectively.

Our arrangements are for a period of one year or less. As a result, unsatisfied performance obligations as of June 30, 20222023 are expected to be satisfied and the allocated transaction price recognized in revenue within a period of 12 months or less.

Assets 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 expense the incremental costs to obtain a contract as incurred when the expected benefit and amortization period is one year or less. For subscription contracts that are renewed monthly based on an agreement term, we capitalize commission expenses and amortize as we satisfy the underlying performance obligations, generally based on the contract terms and anticipated renewals. Other sales commission expenses have a period of benefit of one year or less and are therefore expensed as incurred in line with the practical expedient elected.

We had $3.34.0 million and $2.93.3 million of capitalized sales incentive costs as of June 30, 20222023 and 2021,2022, respectively. These balances are included in other non-current assets on our condensed consolidated balance sheets. During the three months ended June 30, 20222023 and 2021,2022, we expensed $0.70.9 million and $0.7 million, respectively, of sales commissions, which included amortization of capitalized amounts of $0.30.4 million and $0.3 million, respectively. These expenses are included in operating expenses – sales and marketing in our condensed consolidated statement of operations. All other costs to obtain a contract are not considered incremental and therefore are expensed as incurred.

10


4. Additional Balance Sheet Information

Additional information related to the condensed consolidated balance sheets is as follows:

(In thousands)

 

June 30, 2022

 

 

March 31, 2022

 

Accrued liabilities:

 

 

 

 

 

 

Salaries, wages, and related benefits

 

$

5,170

 

 

$

7,870

 

Other taxes payable

 

 

2,164

 

 

 

1,994

 

Professional fees

 

 

144

 

 

 

373

 

Other

 

 

392

 

 

 

315

 

Total

 

$

7,870

 

 

$

10,552

 

Other non-current liabilities:

 

 

 

 

 

 

Uncertain tax positions

 

$

1,160

 

 

$

1,154

 

Deferred rent and asset retirement obligations

 

 

43

 

 

 

43

 

Employee benefit obligations

 

 

2,517

 

 

 

2,037

 

Other

 

 

72

 

 

 

70

 

Total

 

$

3,792

 

 

$

3,304

 

(In thousands)

 

June 30, 2023

 

 

March 31, 2023

 

Accrued liabilities:

 

 

 

 

 

 

Salaries, wages, and related benefits

 

$

7,946

 

 

$

11,170

 

Other taxes payable

 

 

2,602

 

 

 

2,127

 

Professional fees

 

 

105

 

 

 

95

 

Other

 

 

604

 

 

 

316

 

Total

 

$

11,257

 

 

$

13,708

 

Other non-current liabilities:

 

 

 

 

 

 

Uncertain tax positions

 

$

1,184

 

 

$

1,178

 

Employee benefit obligations

 

 

3,041

 

 

 

2,742

 

Other

 

 

101

 

 

 

98

 

Total

 

$

4,326

 

 

$

4,018

 

10


During the three months ended June 30, 2023, two operating leases commenced for a total obligation of $12.4 million with a weighted average lease term of approximately 5.4 years. Accordingly, we reported the lease obligations in operating lease liabilities, current and non-current, and the associated operating lease right-of-use assets in the condensed consolidated balance sheet as of June 30, 2023.

5. Supplemental Disclosures of Cash Flow Information

Additional information related to the condensed consolidated statements of cash flows is as follows:

 

Three Months Ended June, 30

 

 

Three Months Ended June 30,

 

(In thousands)

 

 

2022

 

 

 

2021

 

 

 

2023

 

 

 

2022

 

Cash (receipts) for interest, net

 

$

(100

)

 

$

(21

)

Cash receipts for interest, net

 

$

893

 

 

$

100

 

Cash payments for income tax, net

 

 

332

 

 

 

192

 

 

 

376

 

 

 

332

 

Cash payments for operating leases

 

 

1,468

 

 

 

969

 

 

 

1,425

 

 

 

1,468

 

Cash payments for finance leases

 

 

2

 

 

 

5

 

 

 

2

 

 

 

2

 

Accrued capital expenditures

 

 

158

 

 

 

24

 

 

 

320

 

 

 

158

 

6. Income Taxes

The following table compares our income tax expense and effective tax rates for the three months ended June 30, 20222023 and 2021:2023:

 

Three Months Ended June 30,

 

 

Three Months Ended June 30,

 

(Dollars in thousands)

 

2022

 

 

2021

 

 

2023

 

 

2022

 

Income tax expense (benefit)

 

$

398

 

 

$

193

 

Income tax expense

 

$

352

 

 

$

398

 

Effective tax rate

 

 

11.6

%

 

 

8.9

%

 

 

18.5

%

 

 

11.6

%

For the three months ended June 30, 20222023 and 2021,2022, respectively, the effective tax rate was different than the statutory rate due primarily to adjustments to deferred tax assets and to valuation allowances that reduce deferred tax assets and to the recording of net operating losses in a number of foreign jurisdictions offset by current year expense in other foreign jurisdictions. Our India subsidiary operates in a “Special Economic Zone (“SEZ”)”. One of the benefits associated with the SEZ is that the India subsidiary is not subject to regular India income taxes during its first five years of operations, which included fiscal 2018 through fiscal 2022. The India subsidiary is subject to 50% of regular India income taxes during its second five years of operations, which includes fiscal 2023 through fiscal 2027.

Because of our losses in prior periods, weWe have recorded and maintain a valuation allowanceallowances offsetting substantially all of ourthe Company’s deferred income tax assets indue to the U.S. and certain foreign jurisdictions, as management believes that it is more likely than not that we will not realizeuncertainty of the ultimate realization of the future benefits of these deductible differences.from those assets. The ultimate realization of deferred tax assets depends on various factors including the generation of future taxable income during the future periods in which thosethe underlying temporary differences are deductible.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) provides, among other provisions, We maintain valuation allowances for deferred tax assets until we have sufficient evidence to support the deferralreversal of all or some portion of the employer-paidallowances. Based on recent earnings and anticipated future earnings, we believe it is reasonably possible that during the year ending March 31, 2024, we will have sufficient positive evidence to conclude that a significant portion of social security taxes throughour valuation allowances will no longer be needed. Releasing the endvaluation allowances would result in the recognition of 2020, with 50%certain deferred tax assets and significant income tax benefits. The exact timing and amount of the deferredvaluation allowance releases will depend on the level of profitability that we are able to achieve and our visibility into future results. Our recorded effective tax rate may increase in subsequent periods following a valuation release. Any valuation allowance release will not impact the amount due December 31, 2022.of cash paid for income taxes.

11


7. 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 in the U.S. District Court of Southern District of California alleging that certain of our products infringe patents owned by Ameranth directed to configuring and transmitting hospitality menus (e.g., restaurant menus) for display on electronic devices and synchronizing the menu content between the devices. The case against us was

11


consolidated with similar cases brought by Ameranth against more than 30 other defendants. All but one of the patents at issue in the case were invalidated by the U.S. Court of Appeals for the Federal Circuit in 2016. In September 2018, the District Court found the one surviving Ameranth patent invalid and granted summary judgment in favor of the movant co-defendants. This judgment was affirmed by the U.S. Court of Appeals for the Federal Circuit in November 2019 with respect to all claims except for two, which were not asserted against Agilysys, and Ameranth’s writ of certiorari to the United States Supreme Court was denied in October 2020. In December 2021, the District Court denied Ameranth’s motion to assert additional claims against the defendants. In March 2022, the District Court granted summary judgment in favor of the defendants still facing the remaining claims. Subsequently, Ameranth appealed the grant of summary judgment with the U.S. Court of Appeals for the Federal Circuit. On May 11, 2022, in accordance with its prior rulings, the District Court entered judgment in favor of us and against Ameranth on all claims asserted against us.us, however, Ameranth's appeal remains pending. At this time, we are not able to predict the outcome of this lawsuit. However, we dispute the allegations of wrongdoing and are vigorously defending ourselves in this matter.

As of June 30, 2022, we have an additional operating lease that has not yet commenced of approximately $11.7 million. This operating lease will commence in fiscal year 2023 with a lease term of approximately eleven years.

8. Earnings per Share

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

Three Months Ended June 30,

 

Three Months Ended June 30,

 

(In thousands, except per share data)

2022

 

2021

 

2023

 

2022

 

Numerator:

 

 

 

 

 

 

 

 

Net income

$

3,039

 

 

$

1,972

 

$

1,548

 

 

$

3,039

 

Series A convertible preferred stock dividends

 

(459

)

 

 

(459

)

 

(459

)

 

 

(459

)

Net income attributable to common shareholders

$

2,580

 

 

$

1,513

 

$

1,089

 

 

$

2,580

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

24,598

 

 

 

24,014

 

 

24,936

 

 

 

24,598

 

Dilutive SSARs

 

728

 

 

 

1,115

 

 

1,008

 

 

 

728

 

Dilutive unvested restricted shares

 

44

 

 

 

49

 

 

231

 

 

 

44

 

Dilutive unvested restricted stock units

 

2

 

 

 

 

Weighted average shares outstanding - diluted

 

25,370

 

 

 

25,178

 

 

26,177

 

 

 

25,370

 

 

 

 

 

 

 

 

 

 

 

Income per share - basic:

$

0.10

 

 

$

0.06

 

$

0.04

 

 

$

0.10

 

Income per share - diluted:

$

0.10

 

 

$

0.06

 

$

0.04

 

 

$

0.10

 

 

 

 

 

 

 

 

 

Anti-dilutive SSARs, restricted shares,
performance shares and preferred shares

 

1,797

 

 

 

1,735

 

Anti-dilutive SSARs, restricted shares, restricted stock units,
and preferred shares

 

1,735

 

 

 

1,797

 

Basic income per share is computed as net income attributable to common shareholders divided by the weighted average basic shares outstanding. The outstanding shares used to calculate the weighted average basic shares excludes 390,361339,956 and 138,736390,361 of restricted shares at June 30, 20222023 and 2021,2022, respectively, as these shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic income per share at the balance sheet dates.

12


Diluted income per share includes the effectimpact of all potentially dilutive securities on earnings per share. We have stock-settled appreciation rights ("SSARs")(SSARs), unvested restricted shares, restricted stock units, and preferred 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 grants because doing so would be anti-dilutive.

9. Share-based Compensation

We may grant incentive stock options, non-qualified stock options, SSARs, restricted shares, restricted stock units, and performance shares under our shareholder-approved 2020 EquityStock Incentive Plan ("(the 2020 Plan")Plan) for up to 2.25 million common shares, plus 868,864 common shares, the number of shares that were remaining for grant under the 2016 Stock Incentive Plan ("(the 2016 Plan")Plan) as of the effective date of the 2020 Plan, plus the number of shares remaining for grant under the 2016 Plan that are forfeited, settled in cash, canceled or expired. The maximum aggregate number of restricted shares or restricted stock units that may be granted under the 2020 Plan is 3.1 million.

We may distribute authorized but unissued shares or treasury shares to satisfy share option and SSAR exercises or grants of restricted shareshares, restricted stock units or performance shares.

12


For SSARs, the exercise price must be set at least equal to the closing market price of our common shares on the date of grant. The maximum term of SSARs is seven years from the date of grant. The Compensation Committee of the Board of Directors establishes the period over which SSARs subject to a service condition vest and the vesting criteria for SSARs subject to a market condition.

Restricted shares and restricted stock units, whether time-vested or performance-based, may be issued at no cost or at a purchase price that may be below their fair market value, but are subject to forfeiture and restrictions on their sale or other transfer. Performance-based grants may be conditioned upon the attainment of specified performance shareobjectives and other conditions, restrictions, and contingencies. Restricted shares have the right to receive dividends, if any, upon vesting, subject to the same forfeiture provisions that apply to the underlying grants.

We record compensation expense related to SSARs, restricted shares, restricted stock units, 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 stock unit and restricted share grants subject only to a service condition is based on the closing price of our common shares on the grant date. For stock option and SSAR grants subject only to a service condition, we estimate the fair value on the grant date using the Black-Scholes-Merton option pricing model with inputs including the closing market price at grant date, exercise price and assumptions regarding the risk-free interest rate, expected volatility of our common shares based on historical volatility, and expected term as estimated using the simplified method.term. For restricted stock unit, restricted share, and SSAR grants subject to a market condition, we estimate the fair value on the grant date through a lattice option pricing model that utilizes a Monte Carlo analysis with inputs including the closing market price at grant date, share price threshold, performance period term and assumptions regarding the risk-free interest rate and expected volatility of our common shares based on historical volatility. Inputs for SSAR grants subject to a market condition also include exercise price, remaining contractual term, and suboptimal exercise factor.

We record compensation expense for restricted stock units, restricted shares, and SSAR grants subject to a service condition using the graded vesting method. We record compensation expense for SSAR grants subject only to a market condition over the derived service period, which is an output of the lattice option pricing model. Under the 2020 Plan, theThe fair value of performance shares is based on the closing price of our common shares on the settlement date of the performance award, for which we record compensation expense over the service period consistent with our annual bonus incentive plan as approved by the Compensation Committee of the Board of Directors.

The following table summarizes the share-based compensation expense for SSARs, restricted and performance grants included in the condensed consolidated statements of operations:

Three Months Ended June 30,

 

Three Months Ended June 30,

 

(In thousands)

2022

 

2021

 

2023

 

2022

 

Product development

 

1,521

 

 

 

2,065

 

 

1,625

 

 

 

1,521

 

Sales and marketing

 

275

 

 

 

331

 

 

166

 

 

 

275

 

General and administrative

 

692

 

 

 

1,225

 

 

1,376

 

 

 

692

 

Total share-based compensation expense

 

2,488

 

 

 

3,621

 

 

3,167

 

 

 

2,488

 

Stock-Settled Appreciation Rights

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

13


The following table summarizes the activity during the three months ended June 30, 20222023 for SSARs awarded under the 2020 and 2016 Plans:

(In thousands, except share and per share data)

 

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

 

 

 

 

 

(per right)

 

 

(in years)

 

 

 

 

 

 

 

 

(per right)

 

 

(in years)

 

 

 

 

Outstanding at April 1, 2022

 

 

2,172,939

 

 

$

24.02

 

 

 

 

 

 

Outstanding at April 1, 2023

 

 

1,572,460

 

 

$

26.04

 

 

 

 

 

 

Granted

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(114,360

)

 

 

16.04

 

 

 

 

 

 

 

 

(63,153

)

 

 

16.10

 

 

 

 

 

 

Forfeited

 

 

(19,171

)

 

 

20.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2022

 

 

2,039,408

 

 

$

24.51

 

 

 

4.2

 

 

$

46,419

 

Exercisable at June 30, 2022

 

 

1,528,171

 

 

$

24.50

 

 

 

4.1

 

 

$

34,802

 

Vested and expected to vest at June 30, 2022

 

 

2,039,408

 

 

$

24.51

 

 

 

4.2

 

 

$

46,419

 

Outstanding at June 30, 2023

 

 

1,509,307

 

 

$

26.45

 

 

 

3.0

 

 

$

63,676

 

Exercisable at June 30, 2023

 

 

1,509,307

 

 

$

26.45

 

 

 

3.0

 

 

$

63,676

 

Vested and expected to vest at June 30, 2023

 

 

1,509,307

 

 

$

26.45

 

 

 

3.0

 

 

$

63,676

 

13


As of June 30, 2022, total2023, there was no unrecognized share-based compensation expense related to non-vested service condition SSARs was $2.1 million, which is expected to be recognized over a weighted-average vesting period of 0.8 years.SSARs.

Restricted Shares

We granted shares to certain of our Directors, executives and key employees, the vesting of which is service-based. Certain restricted shares are also subject to a market condition. The following table summarizes the activity during the three months ended June 30, 20222023 for restricted shares awarded under the 2020 and 2016 Plans:

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value

 

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value

 

 

 

 

(per share)

 

 

 

 

(per share)

 

Outstanding at April 1, 2022

 

 

147,973

 

 

$

43.56

 

Outstanding at April 1, 2023

 

 

407,324

 

 

$

47.53

 

Granted

 

 

252,707

 

 

 

42.91

 

 

 

23,574

 

 

 

70.08

 

Vested

 

 

(7,434

)

 

 

36.68

 

 

 

(79,087

)

 

 

44.79

 

Forfeited

 

 

(2,885

)

 

 

45.76

 

 

 

(11,855

)

 

 

44.75

 

Outstanding at June 30, 2022

 

 

390,361

 

 

$

43.25

 

Outstanding at June 30, 2023

 

 

339,956

 

 

$

49.84

 

The weighted-average grant date fair value of the restricted shares includes grants subject only to a service condition and certain grants subject to both a service condition and a market condition. As of June 30, 2022,2023, total unrecognized share-based compensation expense related to unvested restricted stockshares was $13.89.6 million, which is expected to be recognized over a weighted-average vesting period of 2.72.0 years.

Restricted Stock Units

We granted restricted stock units to our Chief Executive Officer, the vesting of which is service-based. Certain restricted stock units are also subject to a market condition. The following table summarizes the activity during three months ended June 30, 2023 for restricted stock units awarded under the 2020 Plan:

 

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value

 

 

 

 

 

 

(per share)

 

Outstanding at April 1, 2023

 

 

67,856

 

 

$

71.62

 

Granted

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Outstanding at June 30, 2023

 

 

67,856

 

 

$

71.62

 

As of June 30, 2023, total unrecognized share-based compensation expense related to non-vested restricted stock units was $4.1 million, which is expected to be recognized over the weighted-average vesting period of 2.8 years.

Performance Shares

Upon approval of the Compensation Committee of our Board of Directors, after achieving the performance conditions associated with our annual bonus plan, we granted 5,3845,168 common shares to our Chief Executive Officer in May 20222023 that vested immediately for a total value of $0.20.4 million.

10. Preferred Stock

Series A Convertible Preferred Stock

On May 22, 2020, we completed the sale of 1,735,457 shares of our preferred stock, without par value, designated as “Series A Convertible Preferred Stock” (the “Convertible Preferred Stock”) to MAK Capital Fund L.P. and MAK Capital Distressed Debt Fund I, LP (the “Holders”) each, in its capacity as a designee of MAK Capital One LLC (the “Purchaser”), pursuant to the terms of the Investment Agreement, dated as of May 11, 2020, between the Company and the Purchaser, for an aggregate purchase price of $35 million. We incurred issuance costs of $1.0 million. We added all issuance costs that were netted against the proceeds upon issuance of the Convertible Preferred Stock to its redemption value. As disclosed in our Annual Report for the fiscal year ended March 31,

14


2021, Michael Kaufman, the Chairman of the Company’s Board of Directors, is the Chief Executive Officer of MAK Capital One LLC.

14Conversion


Each Holder has the right, at its option, to convert its Convertible Preferred Stock, in whole or in part, into fully paid and non-assessable shares of common stock at a conversion price equal to $20.1676 per share (as may be adjusted from time to time, as described in the Certificate of Designation).

Subject to certain conditions, the Company may, at its option, require conversion of all of the outstanding shares of Convertible Preferred Stock to common stock if, at any time after November 22, 2023, the daily volume-weighted average price of the Company’s common stock is at least 150% of the conversion price for at least 20 trading days during the 30 consecutive trading days immediately preceding the date the Company notifies the Holders of the election to convert.

Dividends

The Holders are entitled to dividends on the Liquidation Preference at the rate of 5.25% per annum, payable semi-annually either (i) 50% in cash and 50% in kind as an increase in the then-current Liquidation Preference or (ii) 100% in cash, at the option of the Company. We pay dividends in the same period as declared by the Company’s Board of Directors.

11. Business Combination

On January 5, 2022 (the acquisition date), we acquired all the issued and outstanding shares of ResortSuite Inc. (“ResortSuite”), a Canada-based fully integrated property management solutions provider focused on the complex multi-amenity and resort market. The condensed consolidated financial statements include the results of ResortSuite’s operations since the acquisition date. The acquisition extends our solutions to customers in the complex multi-amenity and resort market.

The purchase price consisted of $22.6 million of cash paid at closing, funded from cash on hand, partially offset by $0.3 million of ResortSuite’s cash received in the acquisition, and $2.2 million of cash paid in March for certain ResortSuite tax liabilities resulting in net cash consideration of $24.5 million. We allocated the purchase price for ResortSuite to the intangible and certain tangible assets acquired and certain liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. We determined the fair values assigned to identifiable intangible assets acquired primarily by using the income approach, which discounts the expected future cash flows to present value using estimates and assumptions determined by management.

In accordance with Accounting Standards Update (ASU) No. 2021-08, we applied Accounting Standards Codification Topic 606 to record certain customer accounts receivable and the contract liabilities assumed in the acquisition, which consisted of undelivered performance obligations under customer contracts. We adopted ASU 2021-08 early as permitted. As a result, in allocating the purchase price, we recorded $2.8 million of contract liabilities, representing the revenue that will be recognized as the underlying performance obligations are delivered.

The following table sets forth the components and the allocation of the purchase price for our acquisition of ResortSuite:

 (In thousands)

 

Total

 

 Components of Purchase Price:

 

 

 

 Cash

 

$

24,800

 

 Total purchase price

 

$

24,800

 

 

 

 

 

 Allocation of Purchase Price:

 

 

 

 Net tangible assets (liabilities):

 

 

 

 Accounts receivable, net

 

$

2,025

 

 Other current assets, including cash acquired

 

 

519

 

 Other assets

 

 

567

 

 Current and other liabilities

 

 

(768

)

 Contract liabilities

 

 

(2,835

)

 Net tangible assets (liabilities)

 

 

(492

)

 Identifiable intangible assets:

 

 

 

 Customer relationships

 

 

9,634

 

 Non-competition agreements

 

 

848

 

 Developed technology

 

 

827

 

 Trade names

 

 

846

 

 Total identifiable intangible assets

 

 

12,155

 

 Goodwill

 

 

13,137

 

 Total purchase price allocation

 

$

24,800

 

We assigned the acquired customer relationships, non-competition agreements, developed technology, and trade names estimated useful lives of 15 years, two years, five years, and five years, respectively, the weighted average of which is approximately 12.7 years. The acquired identifiable intangible assets are being amortized on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives.

The goodwill recognized in the ResortSuite purchase price allocation is attributable to synergies in products and technologies to serve a broader customer base, and the addition of a skilled, assembled workforce. The acquisition resulted in the recognition of $13.1 million of goodwill, which is expected to be deductible for income tax purposes.

15


The Company recognized acquisition costs of $0.1 million related to the acquisition of ResortSuite, consisting primarily of professional fees, during the three months ended June 30, 2022. The condensed consolidated statement of operations includes these costs in other charges.

Revenue attributable to ResortSuite included in our consolidated statement of operations for the three months ended June 30, 2022 was $1.3 million. Net income was not material.

We have prepared the purchase price allocation for ResortSuite on a preliminary basis. Changes to the allocation may occur as additional information becomes available during the measurement period (up to one year from the acquisition date).

Effective April 1, 2022, ResortSuite became Agilysys Canada, Inc. a wholly-owned subsidiary of Agilysys, Inc.

16


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, 2022,2023, 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, 2022.2023. 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 2421 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, 20222023 for additional information concerning these items. Management believes that this information, discussion, and disclosure is important in making decisions about investing in Agilysys.

Overview

Recent Developments

COVID-19 PandemicMacroeconomic Conditions

The World Health Organization declared COVID-19During the three months ended June 30, 2023, global macroeconomic conditions were, and continue to be, influenced by a pandemic on March 11, 2020. COVID-19 has had a significant impact on our business since that time. The extent to which COVID-19 will continue impacting our financial condition and resultsnumber of operations remains uncertain and depends on various factors, including, but not limited to, the ongoing or recurring impact on our customers, partners,Russia-Ukraine war, labor shortages, supply chain disruptions, inflation, and vendorsthe volatility of foreign currency exchange rates against the U.S. dollar. We believe such conditions are impacting customer spending and on the operationprovider pricing decisions resulting in decreased demand, increased costs, and reduced margins particularly in areas outside of the global markets in general. Because an increasing portion of our business is based on a subscription model, the effect of COVID-19 on our results of operations may also not be fully reflected for some time.

While we have previously taken certain cost reduction measures, we may take further actions that alter our business operations in response to changes in the global environment. As a result, the ultimate impact of the COVID-19 pandemic and the effects of the operational alterations we have made in response on our business, financial condition, liquidity, and financial results cannot be predicted at this time.United States.

Our Business

Agilysys has been a leader in hospitality softwareis well known for more than 40 years, delivering innovative cloud-native SaaSits long heritage of hospitality-focused technology innovation. The Company delivers modular and on-premise solutions for hotels, resorts and cruise lines, casinos, corporate foodservice management, restaurants, universities, stadiums, and healthcare. The Company’sintegrated software solutions include point-of-sale (POS),and expertise to businesses seeking to maximize Return on Experience (ROE) through hospitality encounters that are both personal and profitable. Over time, customers achieve High Return Hospitality by consistently delighting guests, retaining staff and growing margins. Customers around the world include: branded and independent hotels; multi-amenity resort properties; casinos; property, hotel and resort management companies; cruise lines; corporate dining providers; higher education campus dining providers; food service management companies; hospitals; lifestyle communities; senior living facilities; stadiums; and theme parks. The Agilysys Hospitality Cloud™ combines core operational systems for property management (PMS), inventorypoint-of-sale (POS) and procurement, payments,Inventory and related applicationsProcurement (I&P) with Experience Enhancers™ that managemeaningfully improve interactions for guests and enhance the entire guest journey. Agilysys also is known for its world-class customer-centric service. Many of the top hospitality companies around the world use Agilysys solutionsemployees across dimensions such as digital access, mobile convenience, self-service control, personal choice, payment options, service coverage and real-time insights to improve guest loyalty, drive revenue growth,decisions. Core solutions and increase operational efficiencies.Experience Enhancers are selectively combined in Hospitality Solution Studios™ tailored to specific hospitality settings and business needs.

The Company has just one reportable segment serving the global hospitality industry. Agilysys operates across North America, Europe, the Middle East, Asia-Pacific and India with headquarters located in Alpharetta, Georgia.

Our top priority is increasing 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 towill continue enhancing existing software products to developwhile developing and marketmarketing new software products and to expandexpanding our customer breadth, both vertically and geographically.

1716


Our strategic plan specifically focuses on:

Putting the customer first
Focusing on product innovation and development
Improving our liquidity
Increasing organizational efficiency and teamwork
Developing our employees and leaders
Growing revenue by improving the breadth and depth of our product set across both point-of-sale and property management applications
Growing revenue through international expansion

The primary objective of our ongoing strategic planning process is to create shareholder value by capitalizing on growth opportunities, increasing profitability 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, we separately present revenue earned as products revenue, subscription and maintenance revenue or professional services revenue in our condensed consolidated statements of 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.
Products revenue – Revenue earned from the deliverysales of software licenses, third party hardware and operating systems.
Subscription and maintenance revenue – Revenue earned from the ongoing delivery of software updates, upgrades, bug fixes, and technical support, and transaction-based fees over the period covered by subscription or maintenance agreements with our customers for both proprietary and remarketed solutions.
Professional services revenue – Revenue earned from the delivery of implementation, integration and installation services for proprietary and remarketed solutions.products.

1817


Results of Operations

FirstFiscal Quarter 20232024 Compared toFirst Fiscal Quarter 20222023

Net Revenue and Operating Income

The following table presents our consolidated revenue and operating results for the three months ended June 30, 20222023 and 2021:2022:

 

 

Three Months Ended June 30,

 

 

Increase (decrease)

 

(Dollars in thousands)

 

2022

 

 

2021

 

 

$

 

 

%

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

11,046

 

 

$

8,844

 

 

$

2,202

 

 

 

24.9

%

Subscription and maintenance

 

 

27,727

 

 

 

23,207

 

 

 

4,520

 

 

 

19.5

%

Professional services

 

 

8,733

 

 

 

6,674

 

 

 

2,059

 

 

 

30.9

%

Total net revenue

 

 

47,506

 

 

 

38,725

 

 

 

8,781

 

 

 

22.7

%

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

5,879

 

 

 

4,360

 

 

 

1,519

 

 

 

34.8

%

Subscription and maintenance

 

 

6,286

 

 

 

4,744

 

 

 

1,542

 

 

 

32.5

%

Professional services

 

 

6,846

 

 

 

4,754

 

 

 

2,092

 

 

 

44.0

%

Total cost of goods sold

 

 

19,011

 

 

 

13,858

 

 

 

5,153

 

 

 

37.2

%

Gross profit

 

$

28,495

 

 

$

24,867

 

 

$

3,628

 

 

 

14.6

%

Gross profit margin

 

 

60.0

%

 

 

64.2

%

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Product development

 

$

11,556

 

 

$

11,485

 

 

$

71

 

 

 

0.6

%

Sales and marketing

 

 

5,413

 

 

 

3,052

 

 

 

2,361

 

 

 

77.4

%

General and administrative

 

 

7,353

 

 

 

7,003

 

 

 

350

 

 

 

5.0

%

Depreciation of fixed assets

 

 

473

 

 

 

566

 

 

 

(93

)

 

 

(16.4

)%

Amortization of internal-use software and intangibles

 

 

453

 

 

 

465

 

 

 

(12

)

 

 

(2.6

)%

Other charges

 

 

214

 

 

 

225

 

 

 

(11

)

 

nm

 

Legal settlements

 

 

0

 

 

 

30

 

 

 

(30

)

 

nm

 

Operating income

 

$

3,033

 

 

$

2,041

 

 

$

992

 

 

 

48.6

%

Operating income percentage

 

 

6.4

%

 

 

5.3

%

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Increase (decrease)

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

$

 

 

%

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

12,781

 

 

$

11,046

 

 

$

1,735

 

 

 

15.7

%

Subscription and maintenance

 

 

32,125

 

 

 

27,727

 

 

 

4,398

 

 

 

15.9

%

Professional services

 

 

11,153

 

 

 

8,733

 

 

 

2,420

 

 

 

27.7

%

Total net revenue

 

 

56,059

 

 

 

47,506

 

 

 

8,553

 

 

 

18.0

%

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

6,565

 

 

 

5,879

 

 

 

686

 

 

 

11.7

%

Subscription and maintenance

 

 

7,637

 

 

 

6,286

 

 

 

1,351

 

 

 

21.5

%

Professional services

 

 

8,800

 

 

 

6,846

 

 

 

1,954

 

 

 

28.5

%

Total cost of goods sold

 

 

23,002

 

 

 

19,011

 

 

 

3,991

 

 

 

21.0

%

Gross profit

 

$

33,057

 

 

$

28,495

 

 

$

4,562

 

 

 

16.0

%

Gross profit margin

 

 

59.0

%

 

 

60.0

%

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Product development

 

$

13,321

 

 

$

11,556

 

 

$

1,765

 

 

 

15.3

%

Sales and marketing

 

 

7,301

 

 

 

5,413

 

 

 

1,888

 

 

 

34.9

%

General and administrative

 

 

9,365

 

 

 

7,353

 

 

 

2,012

 

 

 

27.4

%

Depreciation of fixed assets

 

 

923

 

 

 

473

 

 

 

450

 

 

 

95.1

%

Amortization of internal-use software and intangibles

 

 

430

 

 

 

453

 

 

 

(23

)

 

 

(5.1

)%

Other charges

 

 

759

 

 

 

214

 

 

 

545

 

 

nm

 

Operating income

 

$

958

 

 

$

3,033

 

 

$

(2,075

)

 

 

(68.4

)%

Operating income percentage

 

 

1.7

%

 

 

6.4

%

 

 

 

 

 

 

nm - not meaningful

19


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:

 

Three Months Ended June 30,

 

 

Three Months Ended June 30,

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

23.2

%

 

 

22.8

%

 

 

22.8

%

 

 

23.2

%

Subscription and maintenance

 

 

58.4

 

 

 

59.9

 

 

 

57.3

 

 

 

58.4

 

Professional services

 

 

18.4

 

 

 

17.3

 

 

 

19.9

 

 

 

18.4

 

Total net revenue

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

12.4

%

 

 

11.3

%

 

 

11.7

%

 

 

12.4

%

Subscription and maintenance

 

 

13.2

 

 

 

12.3

 

 

 

13.6

 

 

 

13.2

 

Professional services

 

 

14.4

 

 

 

12.2

 

 

 

15.7

 

 

 

14.4

 

Total net cost of goods sold

 

 

40.0

%

 

 

35.8

%

 

 

41.0

%

 

 

40.0

%

Gross profit

 

 

60.0

%

 

 

64.2

%

 

 

59.0

%

 

 

60.0

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Product development

 

 

24.3

%

 

 

29.7

%

 

 

23.8

%

 

 

24.3

%

Sales and marketing

 

 

11.4

 

 

 

7.9

 

 

 

13.0

 

 

 

11.4

 

General and administrative

 

 

15.5

 

 

 

18.1

 

 

 

16.7

 

 

 

15.5

 

Depreciation of fixed assets

 

 

1.0

 

 

 

1.3

 

 

 

1.6

 

 

 

1.0

 

Amortization of internal-use software and intangibles

 

 

0.9

 

 

 

1.2

 

 

 

0.8

 

 

 

0.9

 

Other charges

 

 

0.5

 

 

 

0.6

 

 

 

1.4

 

 

 

0.5

 

Legal settlements

 

 

0.0

 

 

 

0.1

 

Operating income

 

 

6.4

%

 

 

5.3

%

 

 

1.7

%

 

 

6.4

%

nm - not meaningful

18


Net revenue. Total net revenue increased $8.8$8.6 million, or 22.7%18.0%, during the first quarter of fiscal 20232024 compared to the first quarter of fiscal 2022.2023. Products revenue increased $2.2$1.7 million, or 24.9%15.7%, due to higher sales and deliveries to new customers and expansion with existing customers. Subscription and maintenance revenue increased $4.5$4.4 million, or 19.5%15.9%, compared to the first quarter of fiscal 20222023 driven by continued growth in subscription-based service revenue, which increased 29.5%27.4% during the first quarter of fiscal 20232024 compared to the first quarter of fiscal 2022.2023. Professional services revenue increased $2.1$2.4 million, or 30.9%27.7%, due to higher sales and service activity as our new and existing customers continue implementing technology to improve their operations.

Gross profit and gross profit margin. Our total gross profit increased $3.6$4.6 million, or 14.6%16.0%, during the first quarter of fiscal 20232024 and total gross profit margin decreased from 64.2%60.0% to 60.0%59.0% compared to the first quarter of fiscal 2023 driven by changes in the composition of revenue by category. Products gross profit increased $0.7$1.0 million, or 15.2%20.3%, and products gross profit margin decreasedincreased from 50.7%46.8% to 46.8%48.6% due to a higher proportion of third-party products over proprietary software revenue.deliveries. Subscription and maintenance gross profit increased $3.0 million, or 16.1%14.2%, and gross profit margin decreased from 79.6%77.3% to 77.3%76.2% as certain variable costs increased ahead of related revenue. Professional services gross profit margin decreased from 28.8%21.6% to 21.6%21.1% as we continue to invest in and train new service team members to meet the growing installation and implementation activity.

Operating expensesExpenses

Operating expenses, excluding other charges and legal settlements, increased $2.7$6.1 million, or 11.9%24.1%, during the first quarter of fiscal 20232024 compared with the first quarter of fiscal 2022.2023.

Product development. Product development increased $0.1$1.8 million, or 0.6%15.3%, in the first quarter of fiscal 20232024 compared with the first quarter of fiscal 20222023 due to increases inhiring and increased salary, incentive and employee benefits rates across our development teams.teams, higher rent and increased travel.

Sales and marketing. Sales and marketing increased $2.4$1.9 million, or 77.4%34.9%, in the first quarter of fiscal 20232024 compared with the first quarter of fiscal 20222023 due to varioushiring and increased salary, incentive and employee benefits rates across our sales and marketing investments including several key hires and significantlyteams, higher levels of marketing event and trade show activity and increased commission expense on higher sales activity.

General and administrative. General and administrative increased $0.4$2.0 million, or 5.0%27.4%, in the first quarter of fiscal 20232024 compared with the first quarter of fiscal 20222023 due to investments inhiring and increased salary, incentive and employee benefits rates across our information securityadministrative teams, and information technology infrastructure.higher subscription charges for cloud computing arrangements.

20


Other charges. Other charges consist of severance costs, infrequent settlements of customer disputes and acquisition costs related to business combinations.

Other (Income) ExpensesIncome (Expense)

 

Three Months Ended June 30,

 

 

(Unfavorable) favorable

 

Three Months Ended June 30,

 

 

Favorable (unfavorable)

(Dollars in thousands)

 

2022

 

 

2021

 

 

$

 

 

%

 

2023

 

 

2022

 

 

$

 

 

%

Other (income) expense:

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

(101

)

 

$

(22

)

 

$

79

 

 

nm

 

$

1,101

 

 

$

101

 

 

$

1,000

 

 

nm

Interest expense

 

 

1

 

 

 

1

 

 

 

 

 

nm

 

 

 

 

 

(1

)

 

 

1

 

 

nm

Other income, net

 

 

(304

)

 

 

(103

)

 

 

201

 

 

nm

Total other (income) expense, net

 

$

(404

)

 

$

(124

)

 

$

280

 

 

nm

Other income (expense), net

 

 

(159

)

 

 

304

 

 

 

(463

)

 

nm

Total other income (expense), net

 

$

942

 

 

$

404

 

 

$

538

 

 

nm

nm - not meaningful

Interest income. Interest income consists of interest earned on cash equivalents including short-term investments in commercial paper, treasury bills and money market funds.

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

Other expense,income (expense), net. Other expense,income (expense), net mainly consists of movement of foreign currencies against the US dollar.

19


Income Taxes

 

Three Months Ended June 30,

 

 

(Unfavorable) favorable

 

 

Three Months Ended June 30,

 

 

(Unfavorable) favorable

(Dollars in thousands)

 

2022

 

 

2021

 

 

$

 

 

%

 

 

2023

 

 

2022

 

 

$

 

 

%

Income tax expense (benefit)

 

$

398

 

 

$

193

 

 

$

(205

)

 

 

(106.2

)%

Income tax expense

 

$

352

 

 

$

398

 

 

$

46

 

 

nm

Effective tax rate

 

 

11.6

%

 

 

8.9

%

 

 

 

 

 

 

 

 

18.5

%

 

 

11.6

%

 

 

 

 

 

nm - not meaningful

For the three months ended June 30, 20222023 and 2021,2022, respectively, the effective tax rate was different than the statutory rate due primarily to adjustments to deferred tax assets and to valuation allowances that reduce deferred tax assets and to the recording of net operating losses in a number of foreign jurisdictions offset by current year expense in other foreign jurisdictions.

Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months an immaterial reduction in unrecognized tax benefits may occur based on the outcome of tax examinations and as a result of the expiration of various statutes of limitations. We are consistently subject to tax audits; due to the nature of examinations in multiple jurisdictions, changes could occur in the amount of gross unrecognized tax benefits during the next 12 months whichthat we cannot be estimated at this time.anticipate. Although the timing and outcome of tax settlements remain uncertain, we expect that, as a result of the expiration of various statutes of limitations, a reduction in unrecognized tax benefits including related penalties and interest is more likely than not to occur during the year ending March 31, 2024.

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, we have recorded a valuation allowance offsetting substantially all of ourthe Company’s deferred tax assets. The ultimate realization of deferred tax assets depends on various factors including the generation of future taxable income during the periods in which the underlying temporary differences are deductible. We maintain valuation allowances for deferred tax assets until we have sufficient evidence to support the reversal of all or some portion of the allowances. Based on recent earnings and anticipated future earnings, we believe it is reasonably possible that during the fiscal year ending March 31, 2024, we will have sufficient positive evidence to conclude that a significant portion of our valuation allowances will no longer be needed. Releasing the valuation allowances would result in the U.S.recognition of certain deferred tax assets and certain foreign jurisdictions, as management believes that it is more likely than not that we will not realize the benefits of these deductible differences.significant income tax benefits.

Liquidity and Capital Resources

Overview

Our cash requirements consist primarily of working capital needs, capital expenditures, and payments of preferred stock dividends, and operating expenses including payments of leasecontractual obligations. Our contractual obligations consist primarily of operating leases for office space and preferred stock dividends.

At June 30, 2022,2023, 100% of our cash and cash equivalents, of which 93%92% were located in the United States, were deposited in bank accounts or invested in highly liquid investments including commercial paper and treasury bills with original maturity from the date of acquisition of three months or less and money market funds. We determine the fair value of commercial paper using significant other observable inputs based on pricing from independent sources that use quoted prices in active markets for identical assets or other

21


observable inputs including benchmark yields and interest rates. We believe credit risk is limited with respect to our cash and cash equivalents.

We believe that cash flow from operating activities, cash and cash equivalentson hand of $94.9$107.1 million as of June 30, 2022,2023, and access to capital markets will provide adequate funds to meet our short- and long-term liquidity requirements.

Cash Flow

 

Three Months Ended June 30,

 

 

Three Months Ended June 30,

 

(In thousands)

 

 

2022

 

 

 

2021

 

 

 

2023

 

 

 

2022

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

101

 

 

$

7,995

 

 

$

22

 

 

$

101

 

Investing activities

 

 

(105

)

 

 

(276

)

 

 

(3,067

)

 

 

(105

)

Financing activities

 

 

(1,739

)

 

 

(2,994

)

 

 

(2,702

)

 

 

(1,739

)

Effect of exchange rate changes on cash

 

 

(331

)

 

 

6

 

 

 

(2

)

 

 

(331

)

(Decrease) increase in cash

 

$

(2,074

)

 

$

4,731

 

Decrease in cash

 

$

(5,749

)

 

$

(2,074

)

20


Cash flow provided by operating activities. Cash flow provided by operating activities was $0.1 million$22 thousand in the first three months of fiscal 2023.2024. The provision of cash was due to cash-based earnings of $3.0$5.9 million adjusted forand a decrease of $5.9 million due to changes in net operating assets and liabilities. Cash-based earnings is net income of $1.5 million plus $4.4 million of non-cash expenses of $3.3 million including depreciation, amortization, and share-based compensation, and a decrease of $6.2 million in net operating assets and liabilities.compensation.

Cash flow used in investing activities. Consists primarily of property and equipment purchases.

Cash flow used in financing activities. During the first three months of fiscal 2023,2024, the $1.7$2.7 million used in financing activities consisted primarily of $0.8$1.8 million related to the repurchase of shares to satisfy employee tax withholding on share-based compensation and $0.9 million in preferred stock dividends.

Contractual Obligations

As of June 30, 2022,2023, there were no significant changes to our contractual obligations as presented in our Annual Report for the year ended March 31, 2022.2023, other than the operating leases that commenced during the three months ended June 30, 2023, as described in Note 4, Additional Balance Sheet Information, to the condensed consolidated financial statements.

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, 2022.2023. There have been no material changes in our significant accounting policies and estimates since March 31, 2022.2023.

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. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. These statements are based on management’s current expectations, intentions, or beliefs and are subject to a number of factors, assumptions, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences or that might otherwise impact the business include 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, 2022.2023. We undertake no obligation to update any such factor or to publicly announce the results of any revisions to any forward-looking statements contained herein whether as a result of new information, future events, or otherwise.

22


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, 2022.2023. There have been no material changes in our market risk exposures since March 31, 2022.2023.

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)(“CEO”), Chief Financial Officer (CFO)(“CFO”) and Corporate Controller and Treasurer, as Principal Accounting Officer (“PAO”), 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 TreasurerPAO concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

21


Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting occurred during the first quarter of fiscalthree months ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In response to the COVID-19 pandemic, significant portions of our global workforce continued to operate primarily in a work from home environment for the quarter ended June 30, 2022. The design of our financial reporting processes, systems, and controls allows for remote operation with access to secure data.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer, Chief Financial OfficerCEO, CFO and Corporate Controller and Treasurer,PAO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be achieved. Further, the design of a control system must reflect the impact of resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the possibility that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors. Additionally, controls can be circumvented by individual acts, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all possible future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

2322


PART II. OTHER INFORMATION

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, 20222023 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.

2423


Item 6. Exhibits

 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

 31.3

Rule 13a-14(a)/15d-14(a) Certification of Corporate Controller and Treasurer.

 32

Certification of Chief Executive Officer, Chief Financial Officer and Corporate Controller and Treasurer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Denotes a management contract or compensatory plan or arrangement.

2524


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:

July 29, 202227, 2023

/s/ William David Wood III

William David Wood III

Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer)

2625