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 ~~December 31,~~September 30, ~~2022~~2023


☐	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 Concourse~~3655 Brookside Parkway, Suite ~~250~~300 Alpharetta, Georgia	~~30005~~30022
(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 ~~January~~October 20, 2023, the registrant had ~~25,208,598~~25,373,280 shares of common stock outstanding.

AGILYSYS, INC.

Table of Contents



Part I. Financial Information
	Item 1	Financial Statements (Unaudited)	3

		Condensed Consolidated Balance Sheets – ~~December 31, 2022~~September 30, 2023 (Unaudited) and March 31, ~~2022~~2023	3

		Condensed Consolidated Statements of Operations (Unaudited) -– Three and ~~Nine~~Six Months Ended ~~December 31,~~September 30, 2023 and September 30, 2022 ~~and December 31, 2021~~	4

		Condensed Consolidated Statements of Comprehensive Income (Unaudited) -– Three and ~~Nine~~Six Months Ended ~~December 31,~~September 30, 2023 and September 30, 2022 ~~and December 31, 2021~~	5

		Condensed Consolidated Statements of Cash Flows (Unaudited) – ~~Nine~~Three and Six Months Ended ~~December 31,~~September 30, 2023 and September 30, 2022 ~~and December 31, 2021~~	6

		Condensed Consolidated Statements of Shareholders' Equity (Unaudited) -– Three and ~~Nine~~Six Months Ended ~~December 31,~~September 30, 2023 and September 30, 2022 ~~and December 31, 2021~~	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	2625

	Item 4	Controls and Procedures	2625

Part II. Other Information

	Item 1	Legal Proceedings	2726

	Item 1A	Risk Factors	2726

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2726

	Item 3	Defaults Upon Senior Securities	2726

	Item 4	Mine Safety Disclosures	2726

	Item 5	Other Information	2726

	Item 6	Exhibits	2827

Signatures			2928

AGILYSYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

December 31, 2022 (Unaudited)

March 31,
2022

ASSETS

Current assets:

Cash and cash equivalents

$
105,818

$
96,971

Accounts receivable, net of allowance for expected credit losses
   of $655 and $318, respectively

31,953

25,175

Contract assets

2,531

1,669

Inventories

10,349

6,940

Prepaid expenses and other current assets

8,432

5,418

Total current assets

159,083

136,173

Property and equipment, net

9,696

6,345

Operating lease right-of-use assets

14,823

9,889

Goodwill

33,569

32,759

Intangible assets, net

19,165

20,178

Deferred income taxes, non-current

2,380

2,664

Other non-current assets

7,445

6,154

Total assets

$
246,161

$
214,162

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable

$
9,752

$
9,766

Contract liabilities

55,915

46,095

Accrued liabilities

11,728

10,552

Operating lease liabilities, current

3,734

5,049

Finance lease obligations, current

3

4

Total current liabilities

81,132

71,466

Deferred income taxes, non-current

1,679

938

Operating lease liabilities, non-current

12,509

5,649

Finance lease obligations, non-current

—

2

Other non-current liabilities

3,929

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 25,184,727
   and 24,728,532 shares outstanding at December 31, 2022
   and March 31, 2022, respectively

9,482

9,482

Treasury shares, 6,422,104 and 6,878,299 at December 31, 2022
   and March 31, 2022, respectively

(1,926
)

(2,063
)
Capital in excess of stated value

56,166

49,963

Retained earnings

49,148

40,018

Accumulated other comprehensive loss

(958
)

(56
)
Total shareholders' equity

111,912

97,344

Total liabilities and shareholders' equity

$
246,161

$
214,162


(In thousands, except share data)	September 30, 2023 (Unaudited)			March 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	107,413		$	112,842
Accounts receivable, net of allowance for expected credit losses of $723 and $610, respectively		27,762			22,378
Contract assets		3,278			2,242
Inventories		7,485			9,774
Prepaid expenses and other current assets		7,473			7,422
Total current assets		153,411			154,658
Property and equipment, net		17,477			14,576
Operating lease right-of-use assets		23,097			12,708
Goodwill		32,755			32,638
Intangible assets, net		17,505			18,140
Deferred income taxes, non-current		3,153			2,790
Other non-current assets		7,816			7,526
Total assets	$	255,214		$	243,036
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	10,069		$	9,418
Contract liabilities		43,334			52,124
Accrued liabilities		13,764			13,708
Operating lease liabilities, current		5,540			3,263
Finance lease obligations, current		—			2
Total current liabilities		72,707			78,515
Deferred income taxes, non-current		2,278			2,257
Operating lease liabilities, non-current		23,294			13,477
Other non-current liabilities		4,858			4,018
Commitments and contingencies
Series A convertible preferred stock, no par value		35,459			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 25,370,482 and 25,326,626 shares outstanding at September 30, 2023 and March 31, 2023, respectively		9,482			9,482
Treasury shares, 6,236,349 and 6,280,205 at September 30, 2023 and March 31, 2023, respectively		(1,871	)		(1,884	)
Capital in excess of stated value		55,154			52,978
Retained earnings		57,939			52,764
Accumulated other comprehensive loss		(4,086	)		(4,030	)
Total shareholders' equity		116,618			109,310
Total liabilities and shareholders' equity	$	255,214		$	243,036

See accompanying notes to unaudited condensed consolidated financial statements.

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended December 31,						Nine Months Ended December 31,						Three months ended September 30,						Six Months Ended September 30,
(In thousands, except per share data)	2022			2021			2022			2021			2023			2022			2023			2022
Net revenue:
Products	$	10,697		$	8,101		$	32,291		$	24,244		$	12,640		$	10,548		$	25,422		$	21,594
Subscription and maintenance		30,154			25,136			86,917			72,371			34,248			29,036			66,373			56,763
Professional services		9,069			6,223			25,960			19,463			11,728			8,158			22,881			16,891
Total net revenue		49,920			39,460			145,168			116,078			58,616			47,742			114,676			95,248
Cost of goods sold:
Products		5,368			4,400			16,682			12,420			6,751			5,434			13,317			11,314
Subscription and maintenance		6,767			5,421			19,223			15,184			7,804			6,170			15,441			12,456
Professional services		7,009			4,923			20,627			14,634			8,965			6,773			17,764			13,618
Total cost of goods sold		19,144			14,744			56,532			42,238			23,520			18,377			46,522			37,388
Gross profit		30,776			24,716			88,636			73,840			35,096			29,365			68,154			57,860
Gross profit margin		61.7	%		62.6	%		61.1	%		63.6	%		59.9	%		61.5	%		59.4	%		60.7	%
Operating expenses:
Product development		12,416			11,210			36,550			34,074			14,583			12,577			27,904			24,134
Sales and marketing		5,886			3,943			16,619			10,418			6,400			5,320			13,701			10,733
General and administrative		7,928			6,804			22,850			20,330			8,785			7,570			18,150			14,922
Depreciation of fixed assets		437			495			1,371			1,609			1,209			461			2,133			934
Amortization of internal-use software and intangibles		430			267			1,326			1,077			347			443			776			896
Other charges		93			381			374			1,187			210			67			969			281
Legal settlements		104			4			104			371
Total operating expense		27,294			23,104			79,194			69,066			31,534			26,438			63,633			51,900
Operating income		3,482			1,612			9,442			4,774			3,562			2,927			4,521			5,960
Other (income) expense:
Other income (expense):
Interest income		(704	)		(10	)		(1,186	)		(45	)		1,227			380			2,328			482
Interest expense		—			4			—			5			—			(1	)		—			(1	)
Other (income) expense, net		(384	)		52			(799	)		53
Other income (expense), net														51			112			(109	)		414
Income before taxes		4,570			1,566			11,427			4,761			4,840			3,418			6,740			6,855
Income tax expense		678			24			920			265
Income tax provision (benefit)														295			(158	)		647			240
Net income	$	3,892		$	1,542		$	10,507		$	4,496		$	4,545		$	3,576		$	6,093		$	6,615
Series A convertible preferred stock dividends		(459	)		(459	)		(1,377	)		(1,377	)		(459	)		(459	)		(918	)		(918	)
Net income attributable to common shareholders	$	3,433		$	1,083		$	9,130		$	3,119		$	4,086		$	3,117		$	5,175		$	5,697

Weighted average shares outstanding - basic		24,703			24,477			24,651			24,315			25,022			24,652			24,979			24,625

Net income per share - basic:	$	0.14		$	0.04		$	0.37		$	0.13		$	0.16		$	0.13		$	0.21		$	0.23

Weighted average shares outstanding - diluted		26,070			25,392			25,780			25,327			26,117			25,783			26,148			25,591

Net income per share - diluted:	$	0.13		$	0.04		$	0.35		$	0.12		$	0.16		$	0.12		$	0.20		$	0.22

See accompanying notes to unaudited condensed consolidated financial statements.

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three months ended
December 31,

Nine months ended
December 31,

(In thousands)

2022

2021

2022

2021

Net income

3,892

$
1,542

10,507

$
4,496

Other comprehensive (loss) income, net of tax:

Unrealized foreign currency translation adjustments

(248
)

11

(902
)

29

Total comprehensive income

$
3,644

$
1,553

$
9,605

$
4,525


	Three months ended September 30,						Six months ended September 30,
(In thousands)	2023			2022			2023			2022
Net income		4,545		$	3,576			6,093		$	6,615
Other comprehensive (loss), net of tax:
Unrealized foreign currency translation adjustments		(579	)		(256	)		(56	)		(654	)
Total comprehensive income	$	3,966		$	3,320		$	6,037		$	5,961

See accompanying notes to unaudited condensed consolidated financial statements.

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended

December 31,

(In thousands)

2022

2021

Operating activities

Net income

$
10,507

$
4,496

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

Loss on disposal of property & equipment

—

123

Depreciation of fixed assets

1,371

1,609

Amortization of internal-use software and intangibles

1,326

1,077

Deferred income taxes

(378
)

(491
)
Share-based compensation

9,410

10,802

Changes in operating assets and liabilities

(4,556
)

4,199

Net cash provided by operating activities

17,680

21,815

Investing activities

Capital expenditures

(3,616
)

(1,078
)
Additional investments in corporate-owned life insurance policies

(27
)

(3
)
Net cash used in investing activities

(3,643
)

(1,081
)
Financing activities

Payment of preferred stock dividends

(1,836
)

(1,836
)
Repurchase of common shares to satisfy employee tax withholding

(2,924
)

(2,902
)
Principal payments under long-term obligations

(3
)

(16
)
Net cash used in financing activities

(4,763
)

(4,754
)
Effect of exchange rate changes on cash

(427
)

(38
)
Net increase in cash and cash equivalents

8,847

15,942

Cash and cash equivalents at beginning of period

96,971

99,180

Cash and cash equivalents at end of period

$
105,818

$
115,122


	Six Months Ended
	September 30,
(In thousands)	2023			2022

Operating activities
Net income	$	6,093		$	6,615
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of fixed assets		2,133			934
Amortization of internal-use software and intangibles		776			896
Deferred income taxes		(389	)		(306	)
Share-based compensation		5,851			5,944
Changes in operating assets and liabilities		(8,994	)		(10,966	)
Net cash provided by operating activities		5,470			3,117
Investing activities
Capital expenditures		(6,002	)		(797	)
Additional investments in corporate-owned life insurance policies		(2	)		(2	)
Net cash used in investing activities		(6,004	)		(799	)
Financing activities
Payment of preferred stock dividends		(918	)		(918	)
Repurchase of common shares to satisfy employee tax withholding		(3,868	)		(1,455	)
Principal payments under long-term obligations		(2	)		(2	)
Net cash used in financing activities		(4,788	)		(2,375	)
Effect of exchange rate changes on cash		(107	)		(718	)
Net decrease in cash and cash equivalents		(5,429	)		(775	)
Cash and cash equivalents at beginning of period		112,842			96,971
Cash and cash equivalents at end of period	$	107,413		$	96,196

See accompanying notes to unaudited condensed consolidated financial statements.

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


	Three Months Ended December 31, 2022																						Three Months Ended September 30, 2023
	Common Shares										Capital in						Accumulated						Common Shares										Capital in						Accumulated
	Issued				In Treasury						excess of						other						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			Shares		Stated value		Shares			Stated value			Stated value			Retained earnings			comprehensive income (loss)			Total
Balance at September 30, 2022		31,607	$	9,482		(6,550	)	$	(1,965	)	$	54,072		$	45,715		$	(710	)	$	106,594
Balance at June 30, 2023																								31,607	$	9,482		(6,255	)	$	(1,877	)	$	53,735		$	53,853		$	(3,507	)	$	111,686
Share-based compensation		—		—		—			—			3,323			—			—			3,323			—		—		—			—			2,534			—			—			2,534
Restricted shares issued, net		—		—		86			26			(26	)		—			—			—			—		—		(8	)		(2	)		2			—			—			—
Shares issued upon exercise of SSARs		—		—		58			18			(18	)		—			—			—			—		—		40			12			(12	)		—			—			—
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares		—		—		(16	)		(5	)		(1,185	)		—			—			(1,190	)		—		—		(13	)		(4	)		(1,105	)		—			—			(1,109	)
Net income		—		—		—			—			—			3,892			—			3,892			—		—		—			—			—			4,545			—			4,545
Series A convertible preferred stock dividends		—		—		—			—			—			(459	)		—			(459	)		—		—		—			—			—			(459	)		—			(459	)
Unrealized translation adjustments		—		—		—			—			—			—			(248	)		(248	)		—		—		—			—			—			—			(579	)		(579	)
Balance at December 31, 2022		31,607	$	9,482		(6,422	)	$	(1,926	)	$	56,166		$	49,148		$	(958	)	$	111,912
Balance at September 30, 2023																								31,607	$	9,482		(6,236	)	$	(1,871	)	$	55,154		$	57,939		$	(4,086	)	$	116,618

	Three Months Ended December 31, 2021																						Three Months Ended September 30, 2022
	Common Shares										Capital in						Accumulated						Common Shares										Capital in						Accumulated
	Issued				In Treasury						excess of						other						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			Shares		Stated value		Shares			Stated value			Stated value			Retained earnings			comprehensive income (loss)			Total
Balance at September 30, 2021		31,607	$	9,482		(7,000	)	$	(2,100	)	$	42,867		$	37,412		$	57		$	87,718
Balance at June 30, 2022																								31,607	$	9,482		(6,582	)	$	(1,974	)	$	51,624		$	42,598		$	(454	)	$	101,276
Share-based compensation		—		—		—			—			3,794			—			—			3,794			—		—		—			—			3,396			—			—			3,396
Restricted shares issued, net		—		—		92			28			(28	)		—			—			—			—		—		(5	)		(2	)		2			—			—			—
Shares issued upon exercise of SSARs		—		—		17			5			(5	)		—			—			—			—		—		54			16			(16	)		—			—			—
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares		—		—		(4	)		(1	)		(192	)		—			—			(193	)		—		—		(17	)		(5	)		(934	)		—			—			(939	)
Net income		—		—		—			—			—			1,542			—			1,542			—		—		—			—			—			3,576			—			3,576
Series A convertible preferred stock dividends		—		—		—			—			—			(459	)		—			(459	)		—		—		—			—			—			(459	)		—			(459	)
Unrealized translation adjustments		—		—		—			—			—			—			11			11			—		—		—			—			—			—			(256	)		(256	)
Balance at December 31, 2021		31,607	$	9,482		(6,895	)	$	(2,068	)	$	46,436		$	38,495		$	68		$	92,413
Balance at September 30, 2022																								31,607	$	9,482		(6,550	)	$	(1,965	)	$	54,072		$	45,715		$	(710	)	$	106,594

																							Six Months Ended September 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																								—		—		—			—			5,911			—			—			5,911
Restricted shares issued, net																								—		—		4			1			(1	)		—			—			—
Shares issued upon exercise of SSARs																								—		—		90			27			(27	)		—			—			—
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares																								—		—		(50	)		(15	)		(3,707	)		—			—			(3,722	)
Net income																								—		—		—			—			—			6,093			—			6,093
Series A convertible preferred stock dividends																								—		—		—			—			—			(918	)		—			(918	)
Unrealized translation adjustments																								—		—		—			—			—			—			(56	)		(56	)
Balance at September 30, 2023																								31,607	$	9,482		(6,236	)	$	(1,871	)	$	55,154		$	57,939		$	(4,086	)	$	116,618

	Nine Months Ended December 31, 2022																						Six Months Ended September 30, 2022
	Common Shares										Capital in						Accumulated						Common Shares										Capital in						Accumulated
	Issued				In Treasury						excess of						other						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			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			31,607	$	9,482		(6,879	)	$	(2,063	)	$	49,963		$	40,018		$	(56	)	$	97,344
Share-based compensation		—		—		—			—			9,342			—			—			9,342			—		—		—			—			6,019			—			—			6,019
Restricted shares issued, net		—		—		331			99			(99	)		—			—			—			—		—		245			73			(73	)		—			—			—
Shares issued upon exercise of SSARs		—		—		181			55			(55	)		—			—			—			—		—		123			37			(37	)		—			—			—
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares		—		—		(55	)		(17	)		(2,985	)		—			—			(3,002	)		—		—		(39	)		(12	)		(1,800	)		—			—			(1,812	)
Net income		—		—		—			—			—			10,507			—			10,507			—		—		—			—			—			6,615			—			6,615
Series A convertible preferred stock dividends		—		—		—			—			—			(1,377	)		—			(1,377	)		—		—		—			—			—			(918	)		—			(918	)
Unrealized translation adjustments		—		—		—			—			—			—			(902	)		(902	)		—		—		—			—			—			—			(654	)		(654	)
Balance at December 31, 2022		31,607	$	9,482		(6,422	)	$	(1,926	)	$	56,166		$	49,148		$	(958	)	$	111,912

	Nine Months Ended December 31, 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		—		—		—			—			10,847			—			—			10,847
Restricted shares issued, net		—		—		103			31			(31	)		—			—			—
Shares issued upon exercise of SSARs		—		—		626			187			(187	)		—			—			—
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares		—		—		(28	)		(8	)		(1,450	)		—			—			(1,458	)
Net income		—		—		—			—			—			4,496			—			4,496
Series A convertible preferred stock dividends		—		—		—			—			—			(1,377	)		—			(1,377	)
Unrealized translation adjustments		—		—		—			—			—			—			29			29
Balance at December 31, 2021		31,607	$	9,482		(6,895	)	$	(2,068	)	$	46,436		$	38,495		$	68		$	92,413
Balance at September 30, 2022																								31,607	$	9,482		(6,550	)	$	(1,965	)	$	54,072		$	45,715		$	(710	)	$	106,594

See accompanying notes to unaudited condensed consolidated financial statements.

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.

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 ~~2023~~2024 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 ~~December 31, 2022,~~September 30, 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 and ~~nine~~six months ended ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ and the Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ are unaudited. However, these financial statements have been prepared on the same basis as those in the audited annual financial 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

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.

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

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's~~customer’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 ~~hosting~~transaction-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 derive maintenance service revenue from providing unspecified updates, upgrades, bug fixes, and technical support services for our 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. Maintenance revenue 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's~~customer’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.

We use the market approach to ~~drive~~derive 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.

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. ~~Revenue~~Products revenue recognized at a point in time ~~(products)~~ totaled $~~10.7~~12.6 million and $~~32.3~~10.5 million, and $~~8.1~~25.4 million and $~~24.2~~21.6 million for the three and ~~nine~~six months ended ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ respectively. ~~Revenue recognized over time (subscription~~Subscription and maintenance, and professional ~~services)~~services revenue recognized substantially over time totaled $~~39.2~~46.0 million and $~~112.9~~37.2 million, and $~~31.4~~89.3 million and $~~91.8~~73.7 million for the three and ~~nine~~six months ended ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ 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 $~~9.4~~14.8 million and $~~7.5~~13.9 million for the three months ended ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ respectively, ~~and $44.2~~ ~~million~~ and $36.9 million and $34.7 million for the ~~nine~~six months ended ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ respectively. Because the right to the transaction became unconditional, we transferred to accounts receivable from contract assets at the beginning of the period, $~~0.1~~0.3 million and $0.1 million for the three months ended ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ respectively, and $~~1.7~~1.9 million and $~~2.3~~1.6 million for the ~~nine~~six months ended ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ respectively.

Our arrangements are for a period of one year or less. As a result, unsatisfied performance obligations as of ~~December 31, 2022~~September 30, 2023 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 $~~3.7~~4.1 million and $~~3.1~~3.4 million of capitalized sales incentive costs as of ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ respectively. These balances are included in other non-current assets on our condensed consolidated balance sheets. During the three and ~~nine~~six months ended ~~December 31,~~September 30, 2023, we expensed $0.9 million and $1.9 million, respectively, of sales commissions, which included amortization of capitalized amounts of $0.4 million and $0.8 million, respectively. During the comparable periods ending September 30, 2022, we expensed $~~1.1~~0.8 million and $~~2.6~~1.5 million, respectively, of sales commissions, which included amortization of capitalized amounts of $0.3 million and $~~0.9~~ ~~million, respectively. During the comparable periods ending December 31, 2021, we expensed $~~0.6 ~~million and $1.8~~ ~~million, respectively, of sales commissions, which included amortization of capitalized amounts of $0.3~~ ~~million and $0.9~~ 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.

4. Additional Balance Sheet Information

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


(In thousands)	December 31, 2022		March 31, 2022		September 30, 2023		March 31, 2023
Accrued liabilities:
Salaries, wages, and related benefits	$	7,877	$	7,870	$	11,264	$	11,170
Other taxes payable		2,894		1,994		1,918		2,127
Professional fees		546		373		212		95
Other		411		315		370		316
Total	$	11,728	$	10,552	$	13,764	$	13,708
Other non-current liabilities:
Uncertain tax positions	$	1,173	$	1,154	$	1,190	$	1,178
Employee benefit obligations		2,641		2,037		3,566		2,742
Other		115		113		102		98
Total	$	3,929	$	3,304	$	4,858	$	4,018

During October 2023, we signed an agreement with the ~~nine months ended December 31, 2022, an operating~~landlord of certain leased office space to terminate the existing lease ~~commenced with a~~agreements before the expiration of their lease ~~term~~terms. The agreement will result in the removal of approximately $~~eleven years~~3.9~~. Accordingly, we reported the net lease obligation~~ million in ~~operating~~ lease liabilities and ~~the~~approximately $3.3 million in associated ~~operating lease~~ right-of-use ~~asset in the condensed consolidated balance sheet as~~assets with a resulting gain of ~~December 31, 2022.~~approximately $0.6 million.

5. Supplemental Disclosures of Cash Flow Information

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


	Nine Months Ended December 31,						Six Months Ended September 30,
(In thousands)		2022			2021			2023		2022
Cash (receipts) for interest, net	$	(1,046	)	$	(6	)
Cash receipts for interest, net							$	1,948	$	407
Cash payments for income tax, net		912			631			900		624
Cash payments for operating leases		4,207			3,676			2,376		2,619
Cash payments for finance leases		4			15			3		3
Accrued capital expenditures		332			1			227		270

6. Income Taxes

The following table compares our income tax ~~expense~~provision and effective tax rates for the three and ~~nine~~six months ended ~~December 31, 2022~~September 30, 2023 and ~~2021:~~2022:


	Three Months Ended December 31,						Nine Months Ended December 31,						Three Months Ended September 30,						Six Months Ended September 30,
(Dollars in thousands)	2022			2021			2022			2021			2023			2022			2023			2022
Income tax expense	$	678		$	24		$	920		$	265
Income tax provision (benefit)													$	295		$	(158	)	$	647		$	240
Effective tax rate		14.8	%		1.5	%		8.1	%		5.6	%		6.1	%		(4.6	)%		9.6	%		3.5	%

For the three ~~and nine~~ months ended ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ 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, we~~We have recorded ~~and maintain a~~ valuation ~~allowance~~allowances offsetting substantially all ~~of our~~the 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 realize~~uncertainty 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 ~~those~~the underlying temporary differences are ~~deductible.~~

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 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 recognition of certain deferred tax assets and significant income tax benefits. The exact timing and amount of the valuation 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 allowance release. Any valuation allowance release will not impact the amount of cash paid for income taxes.

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 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.~~invalid. This judgment was affirmed by the U.S. Court of Appeals for the Federal Circuit in November 2019 with respect to all claims under the patent 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.Agilysys. In March 2022, the District Court ~~granted summary judgment in favor of the defendants still facing~~declared the remaining ~~claims. Subsequently, Ameranth appealed the grant of summary~~two claims to be patent ineligible, and this judgment ~~with~~was affirmed by the U.S. Court of Appeals for the Federal ~~Circuit. On May 11, 2022,~~Circuit in ~~accordance with its prior rulings,~~September 2023. Ameranth may still appeal this ruling to the ~~District~~U.S. Supreme Court, ~~entered judgment in favor of us~~ and ~~against Ameranth on all claims asserted against us, however, Ameranth's appeal remains pending. At~~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.~~

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 December 31,						Nine Months Ended December 31,						Three Months Ended September 30,						Six Months Ended September 30,
(In thousands, except per share data)	2022			2021			2022			2021			2023			2022			2023			2022
Numerator:												��
Net income	$	3,892		$	1,542		$	10,507		$	4,496		$	4,545		$	3,576		$	6,093		$	6,615
Series A convertible preferred stock dividends		(459	)		(459	)		(1,377	)		(1,377	)		(459	)		(459	)		(918	)		(918	)
Net income attributable to common shareholders	$	3,433		$	1,083		$	9,130		$	3,119		$	4,086		$	3,117		$	5,175		$	5,697

Denominator:
Weighted average shares outstanding - basic		24,703			24,477			24,651			24,315			25,022			24,652			24,979			24,625
Dilutive SSARs		1,149			826			996			943			919			992			964			881
Dilutive unvested restricted shares		218			89			133			69			171			139			201			85
Dilutive unvested restricted stock units														5			—			4			—
Weighted average shares outstanding - diluted		26,070			25,392			25,780			25,327			26,117			25,783			26,148			25,591

Income per share - basic:	$	0.14		$	0.04		$	0.37		$	0.13		$	0.16		$	0.13		$	0.21		$	0.23
Income per share - diluted:	$	0.13		$	0.04		$	0.35		$	0.12		$	0.16		$	0.12		$	0.20		$	0.22

Anti-dilutive SSARs, restricted shares, performance shares and preferred shares		1,736			1,764			1,751			1,736			1,735			1,735			1,735			1,736

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 ~~459,306~~326,290 and ~~231,199~~377,491 of restricted

shares at ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ 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.

Diluted income per share includes the ~~effect~~impact 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 ~~Equity~~Stock 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 ~~share~~shares, restricted stock units or performance shares.

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 ~~share~~objectives 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, the~~The 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 December 31,				Nine Months Ended December 31,				Three Months Ended September 30,				Six Months Ended September 30,
(In thousands)	2022		2021		2022		2021		2023		2022		2023		2022
Product development		2,108		2,217		5,770		6,033		1,239		2,141		2,865		3,662
Sales and marketing		257		345		822		1,011		94		290		259		565
General and administrative		1,101		1,277		2,818		3,758		1,351		1,025		2,727		1,717
Total share-based compensation expense		3,466		3,839		9,410		10,802		2,684		3,456		5,851		5,944

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.

The following table summarizes the activity during the ~~nine~~six months ended ~~December 31, 2022~~September 30, 2023 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		—			—						—			—
Exercised		(285,909	)		18.40						(118,985	)		17.91
Forfeited		(27,463	)		20.02						—			—
Expired		—			—						—			—
Outstanding at December 31, 2022		1,859,567		$	24.95		3.6	$	100,773
Exercisable at December 31, 2022		1,712,468		$	25.12		3.6	$	92,514
Vested and expected to vest at December 31, 2022		1,859,567		$	24.95		3.6	$	100,773
Outstanding at September 30, 2023											1,453,475		$	26.70		2.7	$	57,354
Exercisable at September 30, 2023											1,453,475		$	26.70		2.7	$	57,354
Vested and expected to vest at September 30, 2023											1,453,475		$	26.70		2.7	$	57,354

As of ~~December 31, 2022, total~~September 30, 2023, there was no unrecognized share-based compensation expense related to ~~non-vested service condition SSARs was $0.3~~ ~~million, which is expected to be recognized over a weighted-average vesting period of~~ ~~0.2~~ ~~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 ~~nine~~six months ended ~~December 31, 2022~~September 30, 2023 for restricted shares awarded under the 2020 and 2016 Plans:

Number of Shares

Weighted-Average Grant-Date Fair Value

(per share)

Outstanding at April 1, 2022

147,973

$
43.56

Granted

342,642

48.76

Vested

(20,048
)

44.00

Forfeited

(11,261
)

44.81

Outstanding at December 31, 2022

459,306

$
47.41


	Number of Shares			Weighted-Average Grant-Date Fair Value
				(per share)
Outstanding at April 1, 2023		407,324		$	47.53
Granted		23,574			70.08
Vested		(85,056	)		45.51
Forfeited		(19,552	)		46.24
Outstanding at September 30, 2023		326,290		$	49.77

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 ~~December 31, 2022,~~September 30, 2023, total unrecognized share-based compensation expense related to unvested restricted shares was $~~14.2~~7.2 million, which is expected to be recognized over a weighted-average vesting period of 1.8 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 six months ended September 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 September 30, 2023		67,856	$	71.62

As of September 30, 2023, total unrecognized share-based compensation expense related to non-vested restricted stock units was $3.5 million, which is expected to be recognized over the weighted-average vesting period of 2.5 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 ~~5,384~~5,168 common shares to our Chief Executive Officer in May ~~2022~~2023 that vested immediately for a total value of $~~0.2~~0.4 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, 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, $2.2~~ ~~million of cash paid in March for certain ResortSuite tax liabilities, and $0.4~~ ~~million in cash received in January 2023 upon release of escrow funds resulting in net cash consideration of $24.1~~ 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

$
24,405

Total purchase price

$
24,405

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
)
Deferred income taxes, non-current

(1,204
)
Net tangible assets (liabilities)

(1,696
)
Identifiable intangible assets:

Customer relationships

9,634

Non-competition agreements

848

Developed technology

827

Trade names

846

Total identifiable intangible assets

12,155

Goodwill

13,946

Total purchase price allocation

$
24,405

~~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 $~~13.9~~ ~~million of goodwill, which is expected to be deductible for income tax purposes. During the three months ended December 31, 2022, we increased goodwill by $0.8~~ million to record deferred income tax liabilities identified during the measurement period related to Canada tax treatment of certain intangible assets and to record final working capital adjustments related to the purchase price.

~~The Company recognized acquisition costs of $0.2~~ million related to the acquisition of ResortSuite, consisting primarily of professional fees, during the nine months ended December 31, 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 and nine months ended December 31, 2022, respectively, was $1.4~~ ~~million and $4.0~~ ~~million.~~

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

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 2524 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, ~~2022~~2023 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 Pandemic~~Macroeconomic Conditions

~~The World Health Organization declared COVID-19~~During the three and six months ended September 30, 2023, global macroeconomic conditions were, and continue to be, impacted by a pandemic on March 11, 2020. COVID-19 has had a significant impact on our business since that time. The pandemic has created significant economic challenges as organizations and governmental authorities around the world have implemented numerous measures attempting to contain the spreadnumber of ~~COVID-19,~~circumstances, including, travel restrictions, border closings, shelter-in-place orders, and social distancing requirements. Our customers and suppliers have closed or have otherwise applied restrictions at certain sites in responsebut not limited to, the ~~pandemic. Similarly, we have provided remote working arrangements for our employees, limited business travel,~~Israel-Hamas and ~~canceled or shifted various events~~Russia-Ukraine wars, labor shortages, supply chain inconsistencies, inflation, and the volatility of foreign currency exchange rates against the U.S. dollar. We believe such conditions continue to ~~virtual attendance. We have localized our pandemic response to the countries~~influence customer spending and ~~specific locations~~provider pricing decisions resulting in ~~which we, our customers~~decreased demand, increased costs, and ~~our suppliers operate.~~

The extent to which COVID-19 will continue impacting our financial condition and results of operations remains uncertain and depends on various factors, including the ongoing or recurring impact on our business and on the operationreduced margins particularly in areas outside of the global markets in general. We continue to monitor and evaluate the operational impact and may take further actions that alter our business operations that we believe are in the best interests of our employees, customers, partners, suppliers, shareholders, and other stakeholders.United States.

Our Business

Agilysys ~~is well known for its long heritage of hospitality-focused technology innovation. The Company~~exclusively delivers ~~modular and integrated~~state-of-the-art software solutions and ~~expertise to businesses seeking to maximize~~services that help organizations achieve High Return Hospitality™ by maximizing Return on Experience (ROE) through ~~hospitality encounters~~interactions that ~~are both personal and~~make ‘personal’ profitable. ~~Over time, customers achieve High Return Hospitality by consistently delighting guests, retaining staff and growing margins.~~ Customers around the world ~~include:~~use Agilysys Property Management Systems (PMS), Point-of-Sale (POS) solutions and Inventory and Procurement (I&P) systems to consistently delight guests, retain staff and grow margins. Agilysys’ 100 percent hospitality customer base includes branded and independent hotels; multi-amenity ~~resort properties;~~resorts; 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), point-of-sale (POS) and Inventory and Procurement (I&P) with Experience Enhancers™ that meaningfully improve interactions for guests and for employees across dimensions such as digital access, mobile convenience, self-service control, personal choice, payment options, service coverage and real-time insights to improve decisions. Core solutions and 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 to~~will continue enhancing existing software products ~~to develop~~while developing and ~~market~~marketing new software products and ~~to expand~~expanding our customer breadth, both vertically and geographically.

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~~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 ~~delivery~~sales 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

~~Third~~Second Fiscal Quarter ~~2023~~2024 Compared to ~~Third~~Second Fiscal Quarter ~~2022~~2023

Net Revenue and Operating Income

The following table presents our consolidated revenue and operating results for the three months ended ~~December 31, 2022~~September 30, 2023 and ~~2021:~~2022:


	Three Months Ended December 31,						Increase (decrease)						Three Months Ended September 30,						Increase (decrease)
(Dollars in thousands)	2022			2021			$			%			2023			2022			$			%
Net revenue:
Products	$	10,697		$	8,101		$	2,596			32.0	%	$	12,640		$	10,548		$	2,092			19.8	%
Subscription and maintenance		30,154			25,136			5,018			20.0	%		34,248			29,036			5,212			18.0	%
Professional services		9,069			6,223			2,846			45.7	%		11,728			8,158			3,570			43.8	%
Total net revenue		49,920			39,460			10,460			26.5	%		58,616			47,742			10,874			22.8	%
Cost of goods sold:
Products		5,368			4,400			968			22.0	%		6,751			5,434			1,317			24.2	%
Subscription and maintenance		6,767			5,421			1,346			24.8	%		7,804			6,170			1,634			26.5	%
Professional services		7,009			4,923			2,086			42.4	%		8,965			6,773			2,192			32.4	%
Total cost of goods sold		19,144			14,744			4,400			29.8	%		23,520			18,377			5,143			28.0	%
Gross profit	$	30,776		$	24,716		$	6,060			24.5	%	$	35,096		$	29,365		$	5,731			19.5	%
Gross profit margin		61.7	%		62.6	%								59.9	%		61.5	%
Operating expenses:
Product development	$	12,416		$	11,210		$	1,206			10.8	%	$	14,583		$	12,577		$	2,006			15.9	%
Sales and marketing		5,886			3,943			1,943			49.3	%		6,400			5,320			1,080			20.3	%
General and administrative		7,928			6,804			1,124			16.5	%		8,785			7,570			1,215			16.1	%
Depreciation of fixed assets		437			495			(58	)		(11.7	)%		1,209			461			748			162.3	%
Amortization of internal-use software and intangibles		430			267			163			61.0	%		347			443			(96	)		(21.7	)%
Other charges		93			381			(288	)	nm				210			67			143		nm
Legal settlements		104			4			100		nm
Operating income	$	3,482		$	1,612		$	1,870			116.0	%	$	3,562		$	2,927		$	635			21.7	%
Operating income percentage		7.0	%		4.1	%								6.1	%		6.1	%

nm - not meaningful

The following table presents the percentage relationship of our condensed consolidated statement of operations line items to our consolidated net revenues for the periods presented:


	Three Months Ended December 31,						Three Months Ended September 30,
	2022			2021			2023			2022
Net revenue:
Products		21.4	%		20.5	%		21.6	%		22.1	%
Subscription and maintenance		60.4			63.7			58.4			60.8
Professional services		18.2			15.8			20.0			17.1
Total net revenue		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold:
Products		10.7	%		11.2	%		11.5	%		11.4	%
Subscription and maintenance		13.6			13.7			13.3			12.9
Professional services		14.0			12.5			15.3			14.2
Total net cost of goods sold		38.3	%		37.4	%		40.1	%		38.5	%
Gross profit		61.7	%		62.6	%		59.9	%		61.5	%
Operating expenses:
Product development		24.8	%		28.4	%		24.9	%		26.3	%
Sales and marketing		11.8			10.0			10.9			11.2
General and administrative		15.9			17.2			15.0			15.9
Depreciation of fixed assets		0.9			1.2			2.1			1.0
Amortization of internal-use software and intangibles		0.9			0.7			0.6			0.9
Other charges		0.2			1.0			0.3			0.1
Legal settlements		0.2			0.0
Operating income		7.0	%		4.1	%		6.1	%		6.1	%

Net revenue. Total net revenue increased ~~$10.5~~$10.9 million, or ~~26.5%~~22.8%, during the ~~third~~second quarter of fiscal ~~2023~~2024 compared to the ~~third~~second quarter of fiscal ~~2022.~~2023. Products revenue increased ~~$2.6~~$2.1 million, or ~~32.0%~~19.8%, due to higher sales and deliveries to new customers and expansion with existing customers. Subscription and maintenance revenue increased ~~$5.0~~$5.2 million, or ~~20.0%~~18.0%, compared to the ~~third~~second quarter of fiscal ~~2022~~2023 driven by continued growth in subscription-based service revenue, which increased ~~28.8%~~29.1% during the ~~third~~second quarter of fiscal ~~2023~~2024 compared to the ~~third~~second quarter of fiscal ~~2022.~~2023. Professional services revenue increased ~~$2.8~~$3.6 million, or ~~45.7%~~43.8%, 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 ~~$6.1~~$5.7 million, or ~~24.5%~~19.5%, during the ~~third~~second quarter of fiscal ~~2023~~2024 and total gross profit margin decreased from ~~62.6%~~61.5% to ~~61.7%~~59.9% compared to the ~~third~~second quarter of fiscal ~~2022~~2023 driven by changes in the composition of revenue by category. Products gross profit increased ~~$1.6~~$0.8 million, or ~~44.0%~~15.2%, and products gross profit margin ~~increased~~decreased from ~~45.7%~~48.5% to ~~49.8%~~46.6% due to ~~a higher proportion~~the composition of ~~proprietary software deliveries.~~hardware products delivered. Subscription and maintenance gross profit increased ~~$3.7~~$3.6 million, or ~~18.6%~~15.6%, and gross profit margin decreased from ~~78.4%~~78.8% to ~~77.6%~~77.2% as certain variable costs increased ahead of related revenue. Professional services gross profit increased $1.4 million, or 99.5%, and gross profit margin increased from ~~20.9%~~17.0% to ~~22.7%~~23.6% reflecting improved utilization rates from efficiency gains on multi-solution implementations.

Operating ~~expenses~~Expenses

Operating expenses, excluding other charges, ~~and legal settlements,~~ increased ~~$4.4~~$5.0 million, or ~~19.3%~~18.8%, during the ~~third~~second quarter of fiscal ~~2023~~2024 compared with the ~~third~~second quarter of fiscal ~~2022.~~2023.

Product development. Product development increased ~~$1.2~~$2.0 million, or ~~10.8%~~15.9%, in the ~~third~~second quarter of fiscal 2024 compared with the second quarter of fiscal 2023 ~~compared with the third quarter of fiscal 2022~~ due to hiring and increased salary, incentive and ~~incentive~~employee benefits rates across our development ~~teams.~~teams, and higher rent.

Sales and marketing. Sales and marketing increased ~~$1.9~~$1.1 million, or ~~49.3%~~20.3%, in the ~~third~~second quarter of fiscal 2024 compared with the second quarter of fiscal 2023 ~~compared with the third quarter of fiscal 2022~~ due to ~~various~~hiring and increased salary, incentive and employee benefits rates across our sales and marketing ~~investments including several key hires,~~teams, higher levels of marketing event and trade show activity and increased commission expense on higher sales activity.

General and administrative. General and administrative increased ~~$1.1~~$1.2 million, or ~~16.5%~~16.1%, in the ~~third~~second quarter of fiscal 2024 compared with the second quarter of fiscal 2023 ~~compared with the third quarter of fiscal 2022~~ due to hiring and increased salary, incentive and ~~incentive~~employee benefits rates across our administrative ~~teams, higher rent, and higher subscription charges for cloud computing arrangements.~~teams.

2019

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

~~Legal settlements.~~ ~~Legal settlements consist of settlements of employment and other business-related matters.~~

Other ~~(Income) Expenses~~Income (Expense)


	Three Months Ended December 31,						(Unfavorable) favorable			Three Months Ended September 30,					(Unfavorable) favorable
(Dollars in thousands)	2022			2021			$		%	2023		2022			$			%
Other (income) expense:
Other income (expense):
Interest income	$	(704	)	$	(10	)	$	694	nm	$	1,227	$	380		$	(847	)	nm
Interest expense		—			4			4	nm		—		(1	)		(1	)	nm
Other (income) expense, net		(384	)		52			436	nm
Total other (income) expense, net	$	(1,088	)	$	46		$	1,134	nm
Other income (expense), net											51		112			61		nm
Total other income (expense), net										$	1,278	$	491		$	(787	)	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 ~~(income) expense,~~income (expense), net. Other ~~(income) expense,~~income (expense), net mainly consists of movement of foreign currencies against the US dollar.

Income Taxes


	Three Months Ended December 31,						(Unfavorable) favorable				Three Months Ended September 30,						(Unfavorable) favorable
(Dollars in thousands)	2022			2021			$			%	2023			2022			$			%
Income tax expense	$	678		$	24		$	(654	)	nm
Income tax provision (benefit)											$	295		$	(158	)	$	(453	)	nm
Effective tax rate		14.8	%		1.5	%						6.1	%		(4.6	)%

nm - not meaningful

For the three months ended ~~December 31,~~September 30, 2023 and 2022, ~~and 2021,~~ 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 a 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 ~~which~~that 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 ~~our~~the 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.

Results of Operations

First ~~Nine Months of~~Half Fiscal ~~2023~~2024 Compared to First ~~Nine Months of~~Half Fiscal ~~2022~~2023

Net Revenue and Operating Income

The following table presents our consolidated revenue and operating results for the ~~nine~~six months ended ~~December 31, 2022~~September 30, 2023 and ~~2021:~~2022:

Nine Months Ended December 31,

Increase (decrease)

(Dollars in thousands)

2022

2021

$

%

Net revenue:

Products

$
32,291

$
24,244

$
8,047

33.2
%
Subscription and maintenance

86,917

72,371

14,546

20.1
%
Professional services

25,960

19,463

6,497

33.4
%
Total net revenue

145,168

116,078

29,090

25.1
%
Cost of goods sold:

Products

16,682

12,420

4,262

34.3
%
Subscription and maintenance

19,223

15,184

4,039

26.6
%
Professional services

20,627

14,634

5,993

41.0
%
Total cost of goods sold

56,532

42,238

14,294

33.8
%
Gross profit

$
88,636

$
73,840

$
14,796

20.0
%
Gross profit margin

61.1
%

63.6
%

Operating expenses:

Product development

$
36,550

$
34,074

$
2,476

7.3
%
Sales and marketing

16,619

10,418

6,201

59.5
%
General and administrative

22,850

20,330

2,520

12.4
%
Depreciation of fixed assets

1,371

1,609

(238
)

(14.8
)%
Amortization of internal-use software and intangibles

1,326

1,077

249

23.1
%
Other charges

374

1,187

(813
)

(68.5
)%
Legal settlements

104

371

(267
)

nm

Operating income

$
9,442

$
4,774

$
4,668

97.8
%
Operating income percentage

6.5
%

4.1
%


	Six Months Ended September 30,						Increase (decrease)
(Dollars in thousands)	2023			2022			$			%
Net revenue:
Products	$	25,422		$	21,594		$	3,828			17.7	%
Subscription and maintenance		66,373			56,763			9,610			16.9	%
Professional services		22,881			16,891			5,990			35.5	%
Total net revenue		114,676			95,248			19,428			20.4	%
Cost of goods sold:
Products		13,317			11,314			2,003			17.7	%
Subscription and maintenance		15,441			12,456			2,985			24.0	%
Professional services		17,764			13,618			4,146			30.4	%
Total cost of goods sold		46,522			37,388			9,134			24.4	%
Gross profit	$	68,154		$	57,860		$	10,294			17.8	%
Gross profit margin		59.4	%		60.7	%
Operating expenses:
Product development	$	27,904		$	24,134		$	3,770			15.6	%
Sales and marketing		13,701			10,733			2,968			27.7	%
General and administrative		18,150			14,922			3,228			21.6	%
Depreciation of fixed assets		2,133			934			1,199			128.4	%
Amortization of internal-use software and intangibles		776			896			(120	)		(13.4	)%
Other charges		969			281			688			244.8	%
Operating income	$	4,521		$	5,960		$	(1,439	)		(24.1	)%
Operating income percentage		3.9	%		6.3	%

nm - not meaningful

The following table presents the percentage relationship of our condensed consolidated statement of operations line items to our consolidated net revenues for the periods presented:

Nine Months Ended December 31,

2022

2021

Net revenue:

Products

22.2
%

20.9
%
Subscription and maintenance

59.9

62.3

Professional services

17.9

16.8

Total net revenue

100.0
%

100.0
%
Cost of goods sold:

Products

11.5
%

10.7
%
Subscription and maintenance

13.2

13.1

Professional services

14.2

12.6

Total net cost of goods sold

38.9
%

36.4
%
Gross profit

61.1
%

63.6
%
Operating expenses:

Product development

25.2
%

29.4
%
Sales and marketing

11.5

9.0

General and administrative

15.7

17.5

Depreciation of fixed assets

0.9

1.4

Amortization of internal-use software and intangibles

0.9

0.9

Other charges

0.3

1.0

Legal settlements

0.1

0.3

Operating income

6.5
%

4.1
%


	Six Months Ended September 30,
	2023			2022
Net revenue:
Products		22.1	%		22.7	%
Subscription and maintenance		57.9			59.6
Professional services		20.0			17.7
Total net revenue		100.0	%		100.0	%
Cost of goods sold:
Products		11.6	%		11.9	%
Subscription and maintenance		13.5			13.1
Professional services		15.5			14.3
Total net cost of goods sold		40.6	%		39.3	%
Gross profit		59.4	%		60.7	%
Operating expenses:
Product development		24.3	%		25.3	%
Sales and marketing		11.9			11.2
General and administrative		15.8			15.7
Depreciation of fixed assets		1.9			1.0
Amortization of internal-use software and intangibles		0.7			0.9
Other charges		0.9			0.3
Operating income		3.9	%		6.3	%

Net revenue. Total net revenue increased ~~$29.1~~$19.4 million, or ~~25.1%~~20.4%, during the first ~~nine months~~half of fiscal ~~2023~~2024 compared to the first ~~nine months~~half of fiscal ~~2022.~~2023. Products revenue increased ~~$8.0~~$3.8 million, or ~~33.2%~~17.7%, due to higher sales and deliveries to new customers and expansion with existing customers. Subscription and maintenance revenue increased ~~$14.5~~$9.6 million, or ~~20.1%~~16.9%, compared to the first ~~nine months~~half of fiscal ~~2022~~2023 driven by continued growth in subscription-based service revenue, which increased ~~28.9%~~28.3% during the first ~~nine months~~half of fiscal ~~2023~~2024 compared to the first ~~nine months~~half of fiscal ~~2022.~~2023. Professional services revenue increased ~~$6.5~~$6.0 million, or ~~33.4%~~35.5%, 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 ~~$14.8~~$10.3 million, or ~~20.0%~~17.8%, during the first ~~nine months~~half of fiscal ~~2023~~2024 and total gross profit margin decreased from ~~63.6%~~60.7% to ~~61.1%~~59.4% compared to the first ~~nine months~~half of fiscal ~~2022~~2023 driven by changes in the composition of revenue by category. Products gross profit increased ~~$3.8~~$1.8 million, or ~~32.0%~~17.8%, and products gross profit margin ~~decreased from 48.8% to 48.3% due to the composition of hardware products delivered.~~stayed consistent at 47.6%. Subscription and maintenance gross profit increased ~~$10.5~~$6.6 million, or ~~18.4%~~15.0%, and gross profit margin decreased from ~~79.0%~~78.1% to ~~77.9%~~76.7% as certain variable costs increased ahead of related revenue. Professional services gross profit margin ~~decreased~~increased from ~~24.8%~~19.4% to ~~20.5%~~22.4% reflecting ~~lower~~improved utilization rates ~~due to higher non-billable hours~~from efficiency gains on ~~new, more complex solution implementations over the comparable nine-month periods.~~multi-solution implementations.

Operating expenses

Operating expenses, excluding other charges, ~~and legal settlements,~~ increased ~~$11.2~~$11.0 million, or ~~16.6%~~21.4%, during the first ~~nine months~~half of fiscal ~~2023~~2024 compared with the first ~~nine months~~half of fiscal ~~2022.~~2023.

Product development. Product development increased ~~$2.5~~$3.8 million, or ~~7.3%~~15.6%, in the first ~~nine months~~half of fiscal ~~2023~~2024 compared with the first ~~nine months~~half of fiscal ~~2022~~2023 due to hiring and increased salary ~~and incentive~~ rates across our development ~~teams.~~teams, and higher rent.

Sales and marketing.Sales and marketing increased ~~$6.2~~$3.0 million, or ~~59.5%~~27.7%, in the first ~~nine months~~half of fiscal ~~2023~~2024 compared with the first ~~nine months~~half of fiscal ~~2022~~2023 due to ~~various~~hiring and increased salary, incentive and employee benefits rates across our sales and marketing ~~investments including several key hires, significantly~~teams, higher levels of marketing event and trade show activity and increased commission expense on higher sales activity.

General and administrative.General and administrative increased ~~$2.5~~$3.2 million, or ~~12.4%~~21.6%, in the first ~~nine months~~half of fiscal ~~2023~~2024 compared with the first ~~nine months~~half of fiscal ~~2022~~2023 due to investments in our information security ~~and information technology~~ infrastructure along with hiring and increased salary, incentive, and ~~incentive~~employee benefits rates across our administrative teams, ~~higher rent,~~ and higher subscription charges for cloud computing arrangements.

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

2322

Other ~~(Income) Expenses~~Income (Expenses)


	Nine Months Ended December 31,						(Unfavorable) favorable			Six Months Ended September 30,						(Unfavorable) favorable
(Dollars in thousands)	2022			2021			$		%	2023			2022			$			%
Other (income) expense:
Other income (expense):
Interest income	$	(1,186	)	$	(45	)	$	1,141	nm	$	2,328		$	482		$	(1,846	)	nm
Interest expense		0			5			5	nm		—			(1	)		(1	)	nm
Other (income) expense, net		(799	)		53			852	nm
Total other (income) expense, net	$	(1,985	)	$	13		$	1,998	nm
Other income (expense), net											(109	)		414			523		nm
Total other income (expense), net										$	2,219		$	895		$	(1,324	)	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 ~~(income) expense,~~income (expense), net. Other ~~(income) expense,~~income (expense), net mainly consists of movement of foreign currencies against the US dollar.

Income Taxes


	Nine Months Ended December 31,						(Unfavorable) favorable				Six Months Ended September 30,						(Unfavorable) favorable
(Dollars in thousands)	2022			2021			$			%	2023			2022			$			%
Income tax expense	$	920		$	265		$	(655	)	nm
Income tax provision											$	647		$	240		$	(407	)	nm
Effective tax rate		8.1	%		5.6	%						9.6	%		3.5	%

nm - not meaningful

For the ~~nine~~six months ended ~~December 31, 2022 and 2021,~~September 30, 2023, 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.

Because of our losses in prior periods, we have recorded a valuation allowance offsetting substantially all of the 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 recognition of certain deferred tax assets and significant income tax benefits.

Liquidity and Capital Resources

Overview

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

At ~~December 31, 2022,~~September 30, 2023, 100% of our cash and cash equivalents, of which ~~92%~~93% 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

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 equivalents~~on hand of ~~$105.8~~$107.4 million as of ~~December 31, 2022,~~September 30, 2023, and access to capital markets will provide adequate funds to meet our short- and long-term liquidity requirements.

Cash Flow


	Nine Months Ended December 31,						Six Months Ended September 30,
(In thousands)		2022			2021			2023			2022
Net cash provided by (used in):
Operating activities	$	17,680		$	21,815		$	5,470		$	3,117
Investing activities		(3,643	)		(1,081	)		(6,004	)		(799	)
Financing activities		(4,763	)		(4,754	)		(4,788	)		(2,375	)
Effect of exchange rate changes on cash		(427	)		(38	)		(107	)		(718	)
Increase in cash	$	8,847		$	15,942
(Decrease) increase in cash							$	(5,429	)	$	(775	)

Cash flow provided by operating activities. Cash flow provided by operating activities was ~~$17.7~~$5.5 million in the first ~~nine~~six months of fiscal ~~2023.~~2024. The provision of cash was due to cash-based earnings of ~~$22.3~~$14.5 million and a decrease of ~~$4.6~~$9.0 million due to changes in net operating assets and liabilities. Cash-based earnings is net income of ~~$10.5~~$6.1 million plus ~~$11.8~~$8.4 million of non-cash expenses including depreciation, amortization, and share-based compensation.

Cash flow used in investing activities. Consists primarily of property and equipment ~~purchases.~~purchases, which increased significantly during the six months ended September 30, 2023 compared to the six months ended September 30, 2022 due to leasehold improvements and equipment purchases for our new office lease at our development center in Chennai, India.

Cash flow used in financing activities. During the first ~~nine~~six months of fiscal ~~2023,~~2024, the $4.8 million used in financing activities consisted ~~primarily~~ of ~~$2.9~~$3.9 million related to the repurchase of shares to satisfy employee tax withholding on share-based compensation and ~~$1.8~~$0.9 million in preferred stock dividends.

Contractual Obligations

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

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.

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 Treasurer~~PAO concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting occurred during the ~~nine~~six months ended ~~December 31, 2022~~September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Significant portions of our global workforce continued to operate primarily in a work from home environment for the quarter ended December 31, 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 Officer~~CEO, 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.

2625

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes in the risk factors included in our Annual Report for the fiscal year ended March 31, ~~2022~~2023 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.~~On August 1, 2023, MAK Capital One L.L.C. (“MAK Capital”) adopted a trading plan (the “Purchase Plan”) that is intended to satisfy the affirmative defense set forth in Rule 10b5-1(c)(1) promulgated under the Securities Exchange Act of 1934, as amended, to sell up to 867,728 shares of the Company’s common stock which represents 50% of the common shares issuable to MAK Capital upon the Company’s mandatory conversion of its outstanding 5.25% Series A Convertible Preferred Shares (“Convertible Preferred Shares”) , subject to the restrictions of Rule 144 of the Securities Act of 1933, as amended. The trading period of the Purchase Plan will not commence until the Company’s mandatory conversion of its Convertible Preferred Shares, the earliest date of which is November 24, 2023 and the Purchase Plan will terminate on May 1, 2024. No trading will occur under the Purchase Plan on November 24, 2023 and from December 18, 2023 to December 29, 2023. Michael A. Kaufman, a Director of the Company, is managing member of MAK Capital.

2726

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.

2827

SIGNATURE

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

AGILYSYS, INC.


Date:	~~January~~October 26, 2023	/s/ William David Wood III
		William David Wood III
		Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)

2928


(In thousands, except share data)	December 31, 2022 (Unaudited)			March 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	105,818		$	96,971
Accounts receivable, net of allowance for expected credit losses of $655 and $318, respectively		31,953			25,175
Contract assets		2,531			1,669
Inventories		10,349			6,940
Prepaid expenses and other current assets		8,432			5,418
Total current assets		159,083			136,173
Property and equipment, net		9,696			6,345
Operating lease right-of-use assets		14,823			9,889
Goodwill		33,569			32,759
Intangible assets, net		19,165			20,178
Deferred income taxes, non-current		2,380			2,664
Other non-current assets		7,445			6,154
Total assets	$	246,161		$	214,162
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	9,752		$	9,766
Contract liabilities		55,915			46,095
Accrued liabilities		11,728			10,552
Operating lease liabilities, current		3,734			5,049
Finance lease obligations, current		3			4
Total current liabilities		81,132			71,466
Deferred income taxes, non-current		1,679			938
Operating lease liabilities, non-current		12,509			5,649
Finance lease obligations, non-current		—			2
Other non-current liabilities		3,929			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 25,184,727 and 24,728,532 shares outstanding at December 31, 2022 and March 31, 2022, respectively		9,482			9,482
Treasury shares, 6,422,104 and 6,878,299 at December 31, 2022 and March 31, 2022, respectively		(1,926	)		(2,063	)
Capital in excess of stated value		56,166			49,963
Retained earnings		49,148			40,018
Accumulated other comprehensive loss		(958	)		(56	)
Total shareholders' equity		111,912			97,344
Total liabilities and shareholders' equity	$	246,161		$	214,162


	Nine Months Ended
	December 31,
(In thousands)	2022			2021

Operating activities
Net income	$	10,507		$	4,496
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on disposal of property & equipment		—			123
Depreciation of fixed assets		1,371			1,609
Amortization of internal-use software and intangibles		1,326			1,077
Deferred income taxes		(378	)		(491	)
Share-based compensation		9,410			10,802
Changes in operating assets and liabilities		(4,556	)		4,199
Net cash provided by operating activities		17,680			21,815
Investing activities
Capital expenditures		(3,616	)		(1,078	)
Additional investments in corporate-owned life insurance policies		(27	)		(3	)
Net cash used in investing activities		(3,643	)		(1,081	)
Financing activities
Payment of preferred stock dividends		(1,836	)		(1,836	)
Repurchase of common shares to satisfy employee tax withholding		(2,924	)		(2,902	)
Principal payments under long-term obligations		(3	)		(16	)
Net cash used in financing activities		(4,763	)		(4,754	)
Effect of exchange rate changes on cash		(427	)		(38	)
Net increase in cash and cash equivalents		8,847			15,942
Cash and cash equivalents at beginning of period		96,971			99,180
Cash and cash equivalents at end of period	$	105,818		$	115,122


(In thousands)	Total
Components of Purchase Price:
Cash	$	24,405
Total purchase price	$	24,405

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	)
Deferred income taxes, non-current		(1,204	)
Net tangible assets (liabilities)		(1,696	)
Identifiable intangible assets:
Customer relationships		9,634
Non-competition agreements		848
Developed technology		827
Trade names		846
Total identifiable intangible assets		12,155
Goodwill		13,946
Total purchase price allocation	$	24,405