Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2017 | Jan. 22, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AGILYSYS INC | |
Entity Central Index Key | 78,749 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 23,313,156 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 37,615 | $ 49,255 |
Accounts receivable, net of allowance for doubtful accounts of $751 and $509, respectively | 14,746 | 15,598 |
Inventories | 2,131 | 2,211 |
Prepaid expenses and other current assets | 6,849 | 6,456 |
Total current assets | 61,341 | 73,520 |
Property and equipment, net | 17,760 | 16,000 |
Goodwill | 19,622 | 19,622 |
Intangible assets, net | 8,496 | 8,530 |
Software development costs, net | 46,086 | 46,999 |
Other non-current assets | 2,613 | 2,634 |
Total assets | 155,918 | 167,305 |
Current liabilities: | ||
Accounts payable | 8,175 | 8,702 |
Deferred revenue | 23,433 | 29,183 |
Accrued liabilities | 9,843 | 8,331 |
Capital lease obligations, current | 113 | 121 |
Total current liabilities | 41,564 | 46,337 |
Deferred income taxes, non-current | 2,105 | 3,181 |
Capital lease obligations, non-current | 50 | 116 |
Other non-current liabilities | 3,985 | 4,002 |
Commitments and contingencies (see Note 6) | ||
Shareholders' equity: | ||
Common shares, without par value, at $0.30 stated value; 80,000,000 shares authorized; 31,606,831 shares issued; and 23,402,512 and 23,210,682 shares outstanding at December 31, 2017 and March 31, 2017, respectively | 9,482 | 9,482 |
Treasury shares, 8,204,319 and 8,396,149 at December 31, 2017 and March 31, 2017, respectively | (2,463) | (2,519) |
Capital in excess of stated value | (2,418) | (5,782) |
Retained earnings | 103,812 | 112,692 |
Accumulated other comprehensive loss | (199) | (204) |
Total shareholders' equity | 108,214 | 113,669 |
Total liabilities and shareholders' equity | $ 155,918 | $ 167,305 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for Doubtful Accounts Receivable | $ 751 | $ 509 |
Accounts Receivable, Net, Current | $ 14,746 | $ 15,598 |
Common stock, stated value | $ 0.30 | $ 0.30 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 31,606,831 | 31,606,831 |
Common stock, shares outstanding | 23,402,512 | 23,210,682 |
Treasury shares | 8,204,319 | 8,396,149 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net revenue: | ||||
Products | $ 8,156 | $ 10,006 | $ 25,758 | $ 30,257 |
Support, maintenance and subscription services | 17,215 | 16,234 | 50,990 | 47,087 |
Professional services | 5,939 | 7,208 | 18,557 | 19,732 |
Total net revenue | 31,310 | 33,448 | 95,305 | 97,076 |
Cost of goods sold: | ||||
Products (inclusive of developed technology amortization) | 6,820 | 7,530 | 19,862 | 22,217 |
Support, maintenance and subscription services | 4,132 | 4,464 | 12,610 | 12,714 |
Professional services | 4,730 | 5,213 | 15,160 | 13,835 |
Total cost of goods sold | 15,682 | 17,207 | 47,632 | 48,766 |
Gross profit | $ 15,628 | $ 16,241 | $ 47,673 | $ 48,310 |
Gross Profit Ratio | 49.90% | 48.60% | 50.00% | 49.80% |
Operating expenses: | ||||
Product development | $ 7,269 | $ 6,847 | $ 20,708 | $ 20,647 |
Sales and marketing | 4,278 | 5,000 | 13,616 | 15,746 |
General and administrative | 6,114 | 3,678 | 18,475 | 13,692 |
Depreciation of fixed assets | 581 | 598 | 1,892 | 1,791 |
Amortization of intangibles | 471 | 353 | 1,421 | 1,031 |
Restructuring, severance and other charges | 378 | 1,394 | 1,241 | 1,484 |
Legal settlements | 150 | 0 | 150 | 85 |
Operating loss | (3,613) | (1,629) | (9,830) | (6,166) |
Other (income) expense: | ||||
Interest income | (13) | (86) | (64) | (135) |
Interest expense | 3 | 3 | 7 | 11 |
Other expense, net | (46) | 62 | (196) | 140 |
Loss before taxes | (3,557) | (1,608) | (9,577) | (6,182) |
Income tax (benefit) expense | (1,623) | 129 | (1,439) | 252 |
Net loss | $ (1,934) | $ (1,737) | $ (8,138) | $ (6,434) |
Weighted average shares outstanding (in shares) | 22,851 | 22,611 | 22,777 | 22,605 |
Loss per share - basic and diluted: | ||||
Loss per share (in dollars per share) | $ (0.08) | $ (0.08) | $ (0.36) | $ (0.28) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (1,934) | $ (1,737) | $ (8,138) | $ (6,434) |
Other comprehensive gain/(loss), net of tax: | ||||
Unrealized foreign currency translation adjustments | (17) | (5) | 5 | (12) |
Total comprehensive loss | $ (1,951) | $ (1,742) | $ (8,133) | $ (6,446) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | ||
Net loss | $ (8,138,000) | $ (6,434,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Net restructuring, severance and other charges | 262,000 | 819,000 |
Proceeds from legal settlements | 150,000 | |
Payments for legal settlements | (100,000) | |
Loss on disposal of property & equipment | 0 | 5,000 |
Depreciation | 1,892,000 | 1,791,000 |
Amortization | 1,421,000 | 1,031,000 |
Amortization of developed technology | 7,371,000 | 5,705,000 |
Deferred income taxes | (1,214,000) | 105,000 |
Share-based compensation | 3,776,000 | 782,000 |
Change in cash surrender value of company owned life insurance policies | 11,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 903,000 | 6,668,000 |
Inventories | 87,000 | 597,000 |
Prepaid expense and other current assets | 460,000 | 1,306,000 |
Accounts payable | 5,000 | 714,000 |
Deferred revenue | (5,787,000) | (4,601,000) |
Accrued liabilities | (1,681,000) | 2,558,000 |
Income taxes payable | 503,000 | (104,000) |
Other changes, net | (279,000) | (541,000) |
Net cash provided by operating activities | 2,098,000 | 5,393,000 |
Investing activities | ||
Capital expenditures | (5,289,000) | (3,327,000) |
Capitalized software development costs | (7,272,000) | (9,174,000) |
Investments in corporate-owned life insurance policies | (27,000) | (1,000) |
Net cash used in investing activities | (12,588,000) | (12,502,000) |
Financing activities | ||
Payments to settle contingent consideration arising from business acquisition | 0 | (197,000) |
Repurchase of common shares to satisfy employee tax withholding | (1,190,000) | (404,000) |
Principal payments under long-term obligations | (92,000) | (86,000) |
Net cash used in financing activities | (1,282,000) | (687,000) |
Effect of exchange rate changes on cash | 132,000 | (99,000) |
Net decrease in cash and cash equivalents | (11,640,000) | (7,895,000) |
Cash and cash equivalents at beginning of period | 49,255,000 | 60,608,000 |
Cash and cash equivalents at end of period | 37,615,000 | 52,713,000 |
Accrued capital expenditures | 81,000 | 293,000 |
Accrued capitalized software development costs | $ 107,000 | $ 684,000 |
Nature of Operations and Financ
Nature of Operations and Financial Statement Presentation | 9 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Financial Statement Presentation | Nature of Operations and Financial Statement Presentation Nature of Operations Agilysys is a leading technology company that provides innovative software and services for point-of-sale (POS), reservation and table management, property management (PMS), inventory and procurement, workforce management, analytics, document management, and mobile and wireless solutions exclusively to the hospitality industry. Our products and services allow operators to streamline operations, improve efficiency and understand customer needs across their properties to deliver a superior overall guest experience. The result is improved guest loyalty, growth in wallet share and increased revenue as they connect and transact with their guests based upon a single integrated view of individual preferences and interactions. We serve four major market sectors: Gaming, both corporate and tribal; Hotels, Resorts and Cruise; Corporate Foodservice Management; and Restaurants, Universities, Stadia and Healthcare. A significant portion of our consolidated revenue is derived from contract support, maintenance and subscription services. Agilysys operates across North America, Europe, Asia-Pacific, and India with headquarters located in Alpharetta, GA. For more information, visit www.agilysys.com. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include our accounts consolidated with our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on March 31st. References to a particular year refer to the fiscal year ending in March of that year. For example, fiscal 2018 refers to the fiscal year ending March 31, 2018. 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 Sheets as of December 31, 2017 and 2016, as well as the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Loss, and the Condensed Consolidated Statements of Cash Flow for the three and nine months ended December 31, 2017 and 2016 , 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, 2017 , filed with the Securities and Exchange Commission (SEC) on June 2, 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies A detailed description of our significant accounting policies can be found in the audited financial statements for the fiscal year ended March 31, 2017 , included in our Annual Report on Form 10-K. Our accounting policy for share-based compensation changed with the adoption of Accounting Standards Update ("ASU") No. 2016-09, as described further below. There have been no other material changes to our significant accounting policies and estimates from those disclosed therein. Reclassification - Certain prior year balances have been reclassified to conform to the current year presentation. Specifically, we reclassified certain software development costs to property and equipment during the year ended March 31, 2017, which impacted the Condensed Consolidated Statement of Cash Flows for the nine months ended December 31, 2016 in the amount of $1.1 million . Adopted and Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, and ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU No. 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. ASU No. 2017-04 eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. While we are still assessing the impact of this standard, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual reporting period. The new standard must be adopted using a modified retrospective transition method, with the cumulative effect recognized as of the date of initial adoption. We do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), which amends the accounting for stock-based compensation. The guidance requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than of stockholders’ equity and also allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. ASU No. 2016-09 is effective for annual reporting periods beginning after December 15, 2016. The Company adopted the ASU in the quarter ended June 30, 2017, which is the first quarter for our annual period beginning April 1, 2017. The following summarizes the effects of the adoption on the Company's unaudited condensed consolidated financial statements: Income taxes - In the first quarter of 2018, we did not recognize the discrete benefit related to $4.4 million of tax deductions in excess of recorded windfall tax benefits associated with stock-based compensation due to the Company’s full valuation allowance on its U.S. federal net operating losses. Forfeitures - Prior to adoption, the Company recognized share-based compensation expense net of estimated forfeitures based on a rate management updated at least annually to reflect expected forfeitures over the vesting period. Upon adoption, the Company will no longer apply a forfeiture rate and instead will account for forfeitures as they occur. The Company applied the modified retrospective adoption approach and recorded a cumulative-effect adjustment of approximately $0.7 million to opening retained earnings. Prior periods have not been adjusted. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The new guidance is effective for all periods beginning after December 15, 2018 and we are currently evaluating the effects that the adoption of ASU No. 2016-02 will have on our consolidated financial statements, but anticipate that the new guidance will materially impact our consolidated financial statements given the significance of our leases. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As originally issued, this guidance was effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption was not permitted. In July 2015, the FASB deferred the effective date by one year, to interim and annual reporting periods beginning after December 15, 2017. The standard allows entities to apply the standard retrospectively to each prior reporting period presented (“full retrospective adoption”) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application (“modified retrospective adoption”). We plan to adopt ASU No. 2014-09 on its effective date for us beginning April 1, 2018 and we are still evaluating both options and their effect on our financial statements and business. We expect to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified. As a result, we expect the timing of our revenue to occur in similar periods but we are still evaluating this theory especially with respect to multiple service contracts. We are assessing the new standard’s requirement to apply a single method to measure progress towards satisfaction of performance obligations recognized over time in our contracts that contain multiple services. We are evaluating our multiple service contracts to determine if the services are a single performance obligation under this new standard requiring a single method of measurement. We are assessing the new standards requirement to allocate the transaction prices of our contracts based on the relative stand-alone selling price of each our performance obligations. We are evaluating the stand-alone selling prices for our performance obligations. We are also assessing the new standard’s requirement to capitalize costs associated with obtaining customer contracts, including commission payments, which are currently expensed as incurred for all commissions earned subsequent to the year ended March 31, 2016. We are evaluating the period over which to amortize these capitalized costs and the applicability of the practical expediency exception which permits the continuation of expensing these costs for amortization periods of one year or less. In addition, for sales transactions that have been billed, but for which the recognition of revenue has been deferred and the related account receivable has not been collected, we currently do not recognize deferred revenue or the related accounts receivable on our consolidated balance sheet. Under the new standard, we will record accounts receivable and related contract liabilities for non-cancelable contracts with customers when the right to consideration is unconditional, which we currently expect will result in increases in accounts receivable and contract liabilities (currently presented as deferred revenue) on our consolidated balance sheet, compared to our current presentation. We are continuing to review the impacts of adopting ASU No. 2014-09 to our consolidated financial statements and these preliminary assessments of the impacts to our consolidated financial statements are subject to change. We expect to conclude our assessments of the impacts of adoption sometime during our fourth quarter ending March 31, 2018. Management continually evaluates the potential impact, if any, of all recent accounting pronouncements on our consolidated financial statements or related disclosures and, if significant, makes the appropriate disclosures required by such new accounting pronouncements. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Dec. 31, 2017 | |
Restructuring Charges [Abstract] | |
Restructuring and Related Charges | Restructuring Charges We recognize restructuring charges when a plan that materially changes the scope of our business or the manner in which that business is conducted is adopted and communicated to the impacted parties, and the expenses have been incurred or are reasonably estimable. Fiscal 2018 Restructuring Activity Q3 - In the third quarter of fiscal 2018, we recorded $0.2 million in restructuring charges related to our ongoing efforts to better allocate resources to our crucial revenue growth areas while increasing internal efficiencies in other non-revenue generating areas. As of December 31, 2017, we had a remaining liability of approximately $0.2 million recorded for the Q3 fiscal 2018 restructuring activity. Following is a reconciliation of the beginning and ending balances of the restructuring liability: Balance at Balance at March 31, Provision/ December 31, (in thousands) 2017 Adjustments Payments 2017 Fiscal 2018 Restructuring Plan: Restructuring and other employment costs $ — $ 1,024 $ (821 ) $ 203 Total restructuring costs $ — $ 1,024 $ (821 ) $ 203 |
Intangible Assets and Software
Intangible Assets and Software Development Costs | 9 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Software Development Costs | Intangible Assets and Software Development Costs The following table summarizes our intangible assets and software development costs: December 31, 2017 March 31, 2017 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying (In thousands) amount amortization amount amount amortization amount Amortized intangible assets: Customer relationships $ 10,775 $ (10,775 ) $ — $ 10,775 $ (10,775 ) $ — Non-competition agreements 2,700 (2,700 ) — 2,700 (2,700 ) — Developed technology 10,055 (10,055 ) — 10,055 (10,055 ) — Trade names 230 (134 ) 96 230 (100 ) 130 Patented technology 80 (80 ) — 80 (80 ) — 23,840 (23,744 ) 96 23,840 (23,710 ) 130 Unamortized intangible assets: Trade names 8,400 N/A 8,400 8,400 N/A 8,400 Total intangible assets $ 32,240 $ (23,744 ) $ 8,496 $ 32,240 $ (23,710 ) $ 8,530 Software development costs $ 53,368 $ (17,727 ) $ 35,641 $ 46,598 $ (10,356 ) $ 36,242 Project expenditures not yet in use 10,445 — 10,445 10,757 — 10,757 Total software development costs $ 63,813 $ (17,727 ) $ 46,086 $ 57,355 $ (10,356 ) $ 46,999 The following table summarizes our remaining estimated amortization expense relating to in service intangible assets and software development costs. Estimated Amortization (In thousands) Expense Fiscal year ending March 31, 2018 $ 2,657 2019 10,504 2020 9,765 2021 9,680 2022 2,568 2023 563 Total $ 35,737 Amortization expense for software development costs related to assets to be sold, leased, or otherwise marketed was $2.6 million and $2.3 million for the three months ended December 31, 2017 and 2016 , and $7.3 million and $5.7 million for the nine months ended December 31, 2017 and 2016, respectively. These charges are included as Products cost of goods sold within the Condensed Consolidated Statements of Operations. Amortization expense relating to other definite-lived intangible assets was $11,500 for the three months ended December 31, 2017 and 2016, and $34,500 for the nine months ended December 31, 2017 and 2016. These charges are classified as Amortization of intangibles within the Condensed Consolidated Statements of Operations along with Amortization expense related to our Capitalized Internal-Use Software that we classify in Property and Equipment, net within the Consolidated Balance Sheets. Capitalized software development costs for software internally developed to be sold, leased, or otherwise marketed, are carried on our balance sheet at net carrying value, net of accumulated amortization. We capitalized approximately $1.6 million and $3.0 million during the three months ended December 31, 2017 and 2016, and $6.5 million and $8.9 million during the nine months ended December 31, 2017 and 2016, respectively. |
Additional Balance Sheet Inform
Additional Balance Sheet Information | 9 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Additional Balance Sheet Information | Additional Balance Sheet Information Additional information related to the Condensed Consolidated Balance Sheets is as follows: (In thousands) December 31, March 31, Accrued liabilities: Salaries, wages, and related benefits $ 7,352 $ 6,473 Other taxes payable 819 750 Accrued legal settlements 150 — Restructuring liabilities 203 — Severance liabilities 16 11 Professional fees 510 221 Deferred rent 420 433 Other 373 443 Total $ 9,843 $ 8,331 Other non-current liabilities: Uncertain tax positions $ 1,508 $ 1,479 Deferred rent 2,399 2,444 Other 78 79 Total $ 3,985 $ 4,002 Accounts Receivable, net Accounts receivable, net of allowance for doubtful accounts was $14.7 million and $15.6 million as of December 31, 2017 and March 31, 2017 , respectively. The related allowance for doubtful accounts was $0.8 million and $0.5 million as of December 31, 2017 and March 31, 2017 , respectively. In January of 2015, Caesars Entertainment Operating Company, Inc. and certain of its affiliates (Caesars) entered bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. We filed a proof of claim with the Bankruptcy Court identifying approximately $ 0.7 million of pre-petition claims. Caesars emerged from bankruptcy in October 2017. As of December 31, 2017, we have collected on all of the $0.7 million of pre-petition claims that were outstanding. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table compares our income tax (benefit) expense and effective tax rates for the three and six months ended December 31, 2017 and 2016 : Three months ended Nine months ended December 31, December 31, (Dollars in thousands) 2017 2016 2017 2016 Income tax (benefit) expense $ (1,623 ) $ 129 $ (1,439 ) $ 252 Effective tax rate 45.6 % (8.0 )% 15.0 % (4.1 )% For the three and nine months ended December 31, 2017, the effective tax rate was different than the statutory rate due primarily to a $1.3 million benefit resulting from the effect of a reduction in the deferred rate due to federal tax reform, recognition of net operating losses as deferred tax assets, which were offset by increases in the valuation allowance, certain foreign and state tax effects including a benefit of $0.4 million related to a settlement with the California Franchise Tax Board and other U.S. permanent book to tax differences. For the three and nine months ended December 31, 2016, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses as deferred tax assets, which were offset by increases in the valuation allowance, certain foreign and state tax effects, and other U.S. permanent book to tax differences. We have recorded a valuation allowance offsetting substantially all of our deferred tax assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Because of our losses in prior periods, management believes that it is more-likely-than-not that we will not realize the benefits of these deductible differences. On December 22, 2017, the President of the United States of America signed into law the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act contains significant changes to corporate taxes, including a permanent reduction of the corporate tax rate from 35% to 21% effective January 1, 2018. The reduction in the corporate rate requires a one-time revaluation of certain tax-related assets and liabilities. As a result of the revaluation of our deferred tax assets and liabilities at December 31, 2017, we recorded a one-time tax benefit of approximately $1.3 million . This tax benefit was primarily the result of applying new lower income tax rates to the Company’s net long term deferred tax liabilities recorded on its condensed consolidated balance sheet, which are not netted with deferred tax assets or subject to the valuation allowance. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Agilysys is the subject of various threatened or pending legal actions and contingencies in the normal course of conducting its business. We provide for costs related to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on our future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. While it is not possible to predict with certainty, management believes that the ultimate resolution of such individual or aggregated matters will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows. On April 6, 2012, Ameranth, Inc. filed a complaint against us for patent infringement in the United States District Court for the Southern District of California. The complaint alleges, among other things, that point-of-sale and property management and other hospitality information technology products, software, components and/or systems sold by us infringe patents owned by Ameranth purporting to cover generation and synchronization of menus, including restaurant menus, event tickets, and other products across fixed, wireless and/or internet platforms as well as synchronization of hospitality information and hospitality software applications across fixed, wireless and internet platforms. The complaint seeks monetary damages, injunctive relief, costs and attorneys' fees. At this time, we are not able to predict the outcome of this lawsuit, or any possible monetary exposure associated with the lawsuit. However, we dispute the allegations of wrongdoing and are vigorously defending ourselves in this matter. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss per Share The following data shows the amounts used in computing loss per share and the effect on earnings and the weighted average number of shares of dilutive potential common shares. Three months ended Nine months ended December 31, December 31, (In thousands, except per share data) 2017 2016 2017 2016 Numerator: Net loss $ (1,934 ) $ (1,737 ) $ (8,138 ) $ (6,434 ) Denominator: Weighted average shares outstanding 22,851 22,611 22,777 22,605 Loss per share - basic and diluted: Loss per share $ (0.08 ) $ (0.08 ) $ (0.36 ) $ (0.28 ) Anti-dilutive stock options, SSARs, restricted shares and performance shares 1,658 1,471 1,705 1,399 Basic earnings (loss) per share is computed as net income available to common shareholders divided by the weighted average basic shares outstanding. The outstanding shares used to calculate the weighted average basic shares excludes 530,138 and 595,625 of restricted shares at December 31, 2017 and 2016 , respectively, as these shares were issued but were not vested and, therefore, not considered outstanding for purposes of computing basic (loss) earnings per share at the balance sheet dates. Diluted earnings (loss) per share includes the effect of all potentially dilutive securities on earnings per share. We have stock options, stock-settled appreciation rights ("SSARs"), unvested restricted shares and unvested performance shares that are potentially dilutive securities. When a loss is reported, the denominator of diluted earnings per share cannot be adjusted for the dilutive impact of share-based compensation awards because doing so would be anti-dilutive. Therefore, for all periods presented, basic weighted-average shares outstanding were used in calculating the diluted net loss per share. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Share-based Compensation | Share-based Compensation We may grant non-qualified stock options, incentive stock options, SSARs, restricted shares, and restricted share units under our shareholder-approved 2016 Stock Incentive Plan (the 2016 Plan) for up to 2.0 million common shares, plus 957,575 common shares, the number of shares that were remaining for grant under the 2011 Stock Incentive Plan (the 2011 Plan) as of the effective date of the 2016 Plan, plus the number of shares remaining for grant under the 2011 Plan that are forfeited, settled in cash, canceled or expired. The maximum aggregate number of restricted shares or restricted share units that may be granted under the 2016 Plan is 1.25 million . With respect to awards that are intended to qualify for the performance-based exception to the deductibility limitations of Section 162(m) of the Internal Revenue Code, the maximum number of shares subject to stock options or SSARs that may be granted to an individual in a calendar year is 800,000 shares, and the maximum number of shares subject to restricted shares or restricted share units that may be granted to an individual in a calendar year is 400,000 shares. We have a shareholder-approved 2006 Stock Incentive Plan (the 2006 Plan) that still has vested awards outstanding. Awards are no longer being granted from this incentive plan. We may distribute authorized but unissued shares or treasury shares to satisfy share option and appreciation right exercises or restricted share and performance share awards. We record compensation expense related to stock options, SSARs, restricted shares, and performance shares granted to certain employees and non-employee directors based on the fair value of the awards on the grant date. The fair value of restricted share and performance share awards is based on the closing price of our common shares on the grant date. The fair value of stock option and SSARs awards is estimated on the grant date using the Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of our common shares. The following table summarizes the share-based compensation expense for options, SSARs, restricted and performance awards included in the Condensed Consolidated Statements of Operations: Three months ended Nine months ended December 31, December 31, (In thousands) 2017 2016 2017 2016 Product development $ 456 $ 498 $ 982 $ 826 Sales and marketing 173 124 529 177 General and administrative 829 (680 ) 2,265 (221 ) Total share-based compensation expense 1,458 (58 ) 3,776 782 Stock-Settled Stock Appreciation Rights SSARs are rights granted to an employee to receive value equal to the difference in the price of our common shares on the date of the grant and on the date of exercise. This value is settled in common shares of Agilysys. The following table summarizes the activity during the nine months ended December 31, 2017 for SSARs awarded under the 2011 and 2016 Plans: Number Weighted- Remaining Aggregate (In thousands, except share and per share data) (per right) (in years) Outstanding at April 1, 2017 1,094,978 $ 10.44 Granted 204,213 10.56 Exercised (41,691 ) 9.14 Forfeited (55,530 ) 9.98 Cancelled/expired (54,679 ) 9.56 Outstanding at December 31, 2017 1,147,291 $ 10.58 5.4 $ 2,038 Exercisable at December 31, 2017 245,064 $ 10.26 3.4 $ 574 As of December 31, 2017 , total unrecognized stock based compensation expense related to non-vested SSARs was $1.2 million , which is expected to be recognized over a weighted-average vesting period of 2.0 years. Restricted Shares We granted shares to certain of our Directors, executives and key employees, the vesting of which is service-based. The following table summarizes the activity during the nine months ended December 31, 2017 for restricted shares awarded under the 2016 and 2011 Plans: Number Weighted- (In thousands, except share and per share data) (per share) Outstanding at April 1, 2017 490,355 $ 10.72 Granted 251,010 11.02 Vested (221,897 ) 11.29 Forfeited (80,793 ) 10.72 Outstanding at December 31, 2017 438,675 $ 10.60 The weighted-average grant date fair value of the restricted shares is determined based upon the closing price of our common shares on the grant date. As of December 31, 2017 , total unrecognized stock based compensation expense related to non-vested restricted stock was $2.7 million , which is expected to be recognized over a weighted-average vesting period of 1.9 years. Performance Shares We awarded certain restricted shares to our Chief Executive Officer, the vesting of which is performance based. The number of shares that vest will be based on the stock price and relative attainment of performance metric, and any unvested shares will forfeit upon settlement of the bonus. The following table summarizes the activity during the nine months ended December 31, 2017 for the performance shares awarded under the 2016 Plan: Number of Shares Outstanding at April 1, 2017 — Granted 91,463 Vested — Outstanding at December 31, 2017 91,463 Based on the performance goals, management estimates a liability of $225,000 to be settled through the vesting of a variable number of the performance shares subsequent to March 31, 2018. As of December 31, 2017, total unrecognized stock based compensation expense related to non-vested performance shares was $ 67,500 , which is expected to be recognized over the remaining vesting period of 3 months. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We estimate the fair value of financial instruments using available market information and generally accepted valuation methodologies. We assess the inputs used to measure fair value using a three-tier hierarchy. The hierarchy indicates the extent to which pricing inputs used in measuring fair value are observable in the market. Level 1 inputs include unadjusted quoted prices for identical assets or liabilities and are the most observable. Level 2 inputs include unadjusted quoted prices for similar assets and liabilities that are either directly or indirectly observable, or other observable inputs such as interest rates, foreign currency exchange rates, commodity rates, and yield curves. Level 3 inputs are not observable in the market and include our own judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the tables below. There were no significant transfers between Levels 1, 2, and 3 during the nine months ended December 31, 2017 and 2016 . The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value: Fair value measurement used Recorded Active Quoted Active (In thousands) December 31, 2017 (Level 1) (Level 2) (Level 3) Assets: Corporate-owned life insurance — non-current $ 825 — — $ 825 Fair value measurement used Recorded Active Quoted Active (In thousands) March 31, 2017 (Level 1) (Level 2) (Level 3) Assets: Corporate-owned life insurance — non-current $ 809 — — $ 809 The recorded value of the corporate-owned life insurance policies is adjusted to the cash surrender value of the policies obtained from the third party life insurance providers, which are not observable in the market, and therefore, are classified within Level 3 of the fair value hierarchy. Changes in the cash surrender value of these policies are recorded within “Other expenses (income), net” in the Condensed Consolidated Statements of Operations. The following table presents a summary of changes in the fair value of the Level 3 assets: Nine months ended December 31, (In thousands) 2017 2016 Corporate-owned life insurance: Balance on April 1 $ 809 $ 3,122 Unrealized gain relating to instruments held at reporting date (11 ) 16 Purchases, sales, issuances and settlements, net 27 1 Balance on December 31 $ 825 $ 3,139 The following tables present a summary of changes in the fair value of the Level 3 liabilities: Nine months ended December 31, (In thousands) 2017 2016 Contingent consideration Balance on April 1 $ — $ 197 Activity, payments and other charges (net) — (197 ) Balance on December 31 $ — $ — |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Adopted and Recently Issued Accounting Pronouncements | Adopted and Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, and ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU No. 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. ASU No. 2017-04 eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. While we are still assessing the impact of this standard, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual reporting period. The new standard must be adopted using a modified retrospective transition method, with the cumulative effect recognized as of the date of initial adoption. We do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), which amends the accounting for stock-based compensation. The guidance requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than of stockholders’ equity and also allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. ASU No. 2016-09 is effective for annual reporting periods beginning after December 15, 2016. The Company adopted the ASU in the quarter ended June 30, 2017, which is the first quarter for our annual period beginning April 1, 2017. The following summarizes the effects of the adoption on the Company's unaudited condensed consolidated financial statements: Income taxes - In the first quarter of 2018, we did not recognize the discrete benefit related to $4.4 million of tax deductions in excess of recorded windfall tax benefits associated with stock-based compensation due to the Company’s full valuation allowance on its U.S. federal net operating losses. Forfeitures - Prior to adoption, the Company recognized share-based compensation expense net of estimated forfeitures based on a rate management updated at least annually to reflect expected forfeitures over the vesting period. Upon adoption, the Company will no longer apply a forfeiture rate and instead will account for forfeitures as they occur. The Company applied the modified retrospective adoption approach and recorded a cumulative-effect adjustment of approximately $0.7 million to opening retained earnings. Prior periods have not been adjusted. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The new guidance is effective for all periods beginning after December 15, 2018 and we are currently evaluating the effects that the adoption of ASU No. 2016-02 will have on our consolidated financial statements, but anticipate that the new guidance will materially impact our consolidated financial statements given the significance of our leases. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As originally issued, this guidance was effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption was not permitted. In July 2015, the FASB deferred the effective date by one year, to interim and annual reporting periods beginning after December 15, 2017. The standard allows entities to apply the standard retrospectively to each prior reporting period presented (“full retrospective adoption”) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application (“modified retrospective adoption”). We plan to adopt ASU No. 2014-09 on its effective date for us beginning April 1, 2018 and we are still evaluating both options and their effect on our financial statements and business. We expect to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified. As a result, we expect the timing of our revenue to occur in similar periods but we are still evaluating this theory especially with respect to multiple service contracts. We are assessing the new standard’s requirement to apply a single method to measure progress towards satisfaction of performance obligations recognized over time in our contracts that contain multiple services. We are evaluating our multiple service contracts to determine if the services are a single performance obligation under this new standard requiring a single method of measurement. We are assessing the new standards requirement to allocate the transaction prices of our contracts based on the relative stand-alone selling price of each our performance obligations. We are evaluating the stand-alone selling prices for our performance obligations. We are also assessing the new standard’s requirement to capitalize costs associated with obtaining customer contracts, including commission payments, which are currently expensed as incurred for all commissions earned subsequent to the year ended March 31, 2016. We are evaluating the period over which to amortize these capitalized costs and the applicability of the practical expediency exception which permits the continuation of expensing these costs for amortization periods of one year or less. In addition, for sales transactions that have been billed, but for which the recognition of revenue has been deferred and the related account receivable has not been collected, we currently do not recognize deferred revenue or the related accounts receivable on our consolidated balance sheet. Under the new standard, we will record accounts receivable and related contract liabilities for non-cancelable contracts with customers when the right to consideration is unconditional, which we currently expect will result in increases in accounts receivable and contract liabilities (currently presented as deferred revenue) on our consolidated balance sheet, compared to our current presentation. We are continuing to review the impacts of adopting ASU No. 2014-09 to our consolidated financial statements and these preliminary assessments of the impacts to our consolidated financial statements are subject to change. We expect to conclude our assessments of the impacts of adoption sometime during our fourth quarter ending March 31, 2018. Management continually evaluates the potential impact, if any, of all recent accounting pronouncements on our consolidated financial statements or related disclosures and, if significant, makes the appropriate disclosures required by such new accounting pronouncements. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Restructuring Charges [Abstract] | |
Reconciliation of the beginning and ending balances of the restructuring liability | Following is a reconciliation of the beginning and ending balances of the restructuring liability: Balance at Balance at March 31, Provision/ December 31, (in thousands) 2017 Adjustments Payments 2017 Fiscal 2018 Restructuring Plan: Restructuring and other employment costs $ — $ 1,024 $ (821 ) $ 203 Total restructuring costs $ — $ 1,024 $ (821 ) $ 203 |
Intangible Assets and Softwar19
Intangible Assets and Software Development Costs (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The following table summarizes our intangible assets and software development costs: December 31, 2017 March 31, 2017 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying (In thousands) amount amortization amount amount amortization amount Amortized intangible assets: Customer relationships $ 10,775 $ (10,775 ) $ — $ 10,775 $ (10,775 ) $ — Non-competition agreements 2,700 (2,700 ) — 2,700 (2,700 ) — Developed technology 10,055 (10,055 ) — 10,055 (10,055 ) — Trade names 230 (134 ) 96 230 (100 ) 130 Patented technology 80 (80 ) — 80 (80 ) — 23,840 (23,744 ) 96 23,840 (23,710 ) 130 Unamortized intangible assets: Trade names 8,400 N/A 8,400 8,400 N/A 8,400 Total intangible assets $ 32,240 $ (23,744 ) $ 8,496 $ 32,240 $ (23,710 ) $ 8,530 Software development costs $ 53,368 $ (17,727 ) $ 35,641 $ 46,598 $ (10,356 ) $ 36,242 Project expenditures not yet in use 10,445 — 10,445 10,757 — 10,757 Total software development costs $ 63,813 $ (17,727 ) $ 46,086 $ 57,355 $ (10,356 ) $ 46,999 |
Schedule of remaining estimated amortization expense | The following table summarizes our remaining estimated amortization expense relating to in service intangible assets and software development costs. Estimated Amortization (In thousands) Expense Fiscal year ending March 31, 2018 $ 2,657 2019 10,504 2020 9,765 2021 9,680 2022 2,568 2023 563 Total $ 35,737 |
Additional Balance Sheet Info20
Additional Balance Sheet Information (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Additional information related to the Condensed Consolidated Balance Sheets | Additional information related to the Condensed Consolidated Balance Sheets is as follows: (In thousands) December 31, March 31, Accrued liabilities: Salaries, wages, and related benefits $ 7,352 $ 6,473 Other taxes payable 819 750 Accrued legal settlements 150 — Restructuring liabilities 203 — Severance liabilities 16 11 Professional fees 510 221 Deferred rent 420 433 Other 373 443 Total $ 9,843 $ 8,331 Other non-current liabilities: Uncertain tax positions $ 1,508 $ 1,479 Deferred rent 2,399 2,444 Other 78 79 Total $ 3,985 $ 4,002 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Effective tax rates from continuing operations | The following table compares our income tax (benefit) expense and effective tax rates for the three and six months ended December 31, 2017 and 2016 : Three months ended Nine months ended December 31, December 31, (Dollars in thousands) 2017 2016 2017 2016 Income tax (benefit) expense $ (1,623 ) $ 129 $ (1,439 ) $ 252 Effective tax rate 45.6 % (8.0 )% 15.0 % (4.1 )% |
Loss per Share (Tables)
Loss per Share (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of amounts used in computing loss per share and the effect on earnings and the weighted average number of shares of dilutive potential common shares | The following data shows the amounts used in computing loss per share and the effect on earnings and the weighted average number of shares of dilutive potential common shares. Three months ended Nine months ended December 31, December 31, (In thousands, except per share data) 2017 2016 2017 2016 Numerator: Net loss $ (1,934 ) $ (1,737 ) $ (8,138 ) $ (6,434 ) Denominator: Weighted average shares outstanding 22,851 22,611 22,777 22,605 Loss per share - basic and diluted: Loss per share $ (0.08 ) $ (0.08 ) $ (0.36 ) $ (0.28 ) Anti-dilutive stock options, SSARs, restricted shares and performance shares 1,658 1,471 1,705 1,399 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Summary of share-based compensation expense for options | The following table summarizes the share-based compensation expense for options, SSARs, restricted and performance awards included in the Condensed Consolidated Statements of Operations: Three months ended Nine months ended December 31, December 31, (In thousands) 2017 2016 2017 2016 Product development $ 456 $ 498 $ 982 $ 826 Sales and marketing 173 124 529 177 General and administrative 829 (680 ) 2,265 (221 ) Total share-based compensation expense 1,458 (58 ) 3,776 782 |
Activity related SSARs award | The following table summarizes the activity during the nine months ended December 31, 2017 for SSARs awarded under the 2011 and 2016 Plans: Number Weighted- Remaining Aggregate (In thousands, except share and per share data) (per right) (in years) Outstanding at April 1, 2017 1,094,978 $ 10.44 Granted 204,213 10.56 Exercised (41,691 ) 9.14 Forfeited (55,530 ) 9.98 Cancelled/expired (54,679 ) 9.56 Outstanding at December 31, 2017 1,147,291 $ 10.58 5.4 $ 2,038 Exercisable at December 31, 2017 245,064 $ 10.26 3.4 $ 574 |
Activity related to restricted shares awarded by the Company | The following table summarizes the activity during the nine months ended December 31, 2017 for restricted shares awarded under the 2016 and 2011 Plans: Number Weighted- (In thousands, except share and per share data) (per share) Outstanding at April 1, 2017 490,355 $ 10.72 Granted 251,010 11.02 Vested (221,897 ) 11.29 Forfeited (80,793 ) 10.72 Outstanding at December 31, 2017 438,675 $ 10.60 |
Performance shares awarded | The following table summarizes the activity during the nine months ended December 31, 2017 for the performance shares awarded under the 2016 Plan: Number of Shares Outstanding at April 1, 2017 — Granted 91,463 Vested — Outstanding at December 31, 2017 91,463 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis | The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value: Fair value measurement used Recorded Active Quoted Active (In thousands) December 31, 2017 (Level 1) (Level 2) (Level 3) Assets: Corporate-owned life insurance — non-current $ 825 — — $ 825 Fair value measurement used Recorded Active Quoted Active (In thousands) March 31, 2017 (Level 1) (Level 2) (Level 3) Assets: Corporate-owned life insurance — non-current $ 809 — — $ 809 |
Summary of changes in the fair value of the Level 3 assets and liabilities Corporate-owned life insurance | The following table presents a summary of changes in the fair value of the Level 3 assets: Nine months ended December 31, (In thousands) 2017 2016 Corporate-owned life insurance: Balance on April 1 $ 809 $ 3,122 Unrealized gain relating to instruments held at reporting date (11 ) 16 Purchases, sales, issuances and settlements, net 27 1 Balance on December 31 $ 825 $ 3,139 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following tables present a summary of changes in the fair value of the Level 3 liabilities: Nine months ended December 31, (In thousands) 2017 2016 Contingent consideration Balance on April 1 $ — $ 197 Activity, payments and other charges (net) — (197 ) Balance on December 31 $ — $ — |
Nature of Operations and Fina25
Nature of Operations and Financial Statement Presentation (Details) | Dec. 31, 2017market |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of major markets served | 4 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Support, maintenance and subscription services | $ 17,215 | $ 16,234 | $ 50,990 | $ 47,087 | |
Income tax deductions in excess of recorded windfall tax benefits | $ 4,400 | ||||
Accounting Standards Update 2016-09 | Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cumulative adjustment to retained earnings | $ 700 | ||||
Restatement Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Support, maintenance and subscription services | $ 1,100 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities | $ 203 | $ 0 |
Fiscal 2018 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities | 200 | |
Restructuring and other employment costs | Fiscal 2018 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 200 | |
Restructuring liabilities | $ 203 | $ 0 |
Restructuring Charges - Reconci
Restructuring Charges - Reconciliation of the Restructuring Liability (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, period end | $ 203 |
Provision/Adjustments | 1,024 |
Payments | (821) |
Restructuring reserve, period start | 0 |
Fiscal 2018 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, period end | 200 |
Restructuring and other employment costs | Fiscal 2018 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, period end | 203 |
Provision/Adjustments | 1,024 |
Payments | (821) |
Restructuring reserve, period start | $ 0 |
Intangible Assets and Softwar29
Intangible Assets and Software Development Costs - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Amortized intangible assets: | ||
Gross carrying amount | $ 23,840 | $ 23,840 |
Accumulated amortization | (23,744) | (23,710) |
Net carrying amount | 96 | 130 |
Finite Lived Software Development Costs [Abstract] | ||
Finite Lived Software Development Costs Gross | 63,813 | 57,355 |
Finite Lived Software Development Costs Accumulated Amortization | (17,727) | (10,356) |
Finite Lived Software Development Costs Net | 46,086 | 46,999 |
Total intangible assets, gross carrying amount | 32,240 | 32,240 |
Intangible Assets, Net (Excluding Goodwill) | 8,496 | 8,530 |
Trade Names [Member] | ||
Unamortized intangible assets: | ||
Carrying amount, excluding accumulated impairment | 8,400 | 8,400 |
Customer Relationships [Member] | ||
Amortized intangible assets: | ||
Gross carrying amount, excluding accumulated impairment | 10,775 | 10,775 |
Accumulated amortization, excluding accumulated impairment | (10,775) | (10,775) |
Net carrying amount, excluding accumulated impairment | 0 | 0 |
Developed Technology Rights [Member] | ||
Amortized intangible assets: | ||
Gross carrying amount, excluding accumulated impairment | 10,055 | 10,055 |
Accumulated amortization, excluding accumulated impairment | (10,055) | (10,055) |
Net carrying amount, excluding accumulated impairment | 0 | 0 |
Noncompete Agreements [Member] | ||
Amortized intangible assets: | ||
Gross carrying amount, excluding accumulated impairment | 2,700 | 2,700 |
Accumulated amortization, excluding accumulated impairment | (2,700) | (2,700) |
Net carrying amount, excluding accumulated impairment | 0 | 0 |
Trade Names [Member] | ||
Amortized intangible assets: | ||
Gross carrying amount, excluding accumulated impairment | 230 | 230 |
Accumulated amortization, excluding accumulated impairment | (134) | (100) |
Net carrying amount, excluding accumulated impairment | 96 | 130 |
Patented Technology [Member] | ||
Amortized intangible assets: | ||
Gross carrying amount, excluding accumulated impairment | 80 | 80 |
Accumulated amortization, excluding accumulated impairment | (80) | (80) |
Net carrying amount, excluding accumulated impairment | 0 | 0 |
Software Development Costs [Member] | ||
Finite Lived Software Development Costs [Abstract] | ||
Finite Lived Software Development Costs Gross Excluding Accumulated Impairment | 53,368 | 46,598 |
Finite Lived Software Development Costs Accumulated Amortization Excluding Accumulated Impairment | (17,727) | (10,356) |
Finite Lived Software Development Costs, Net Excluding, Accumulated Impairment | 35,641 | 36,242 |
Project Expenditures Not Yet In Use [Member] | ||
Finite Lived Software Development Costs [Abstract] | ||
Finite Lived Software Development Costs Gross Excluding Accumulated Impairment | 10,445 | 10,757 |
Finite Lived Software Development Costs Accumulated Amortization Excluding Accumulated Impairment | 0 | 0 |
Finite Lived Software Development Costs, Net Excluding, Accumulated Impairment | $ 10,445 | $ 10,757 |
Intangible Assets and Softwar30
Intangible Assets and Software Development Costs - Schedule of Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,018 | $ 2,657 |
2,019 | 10,504 |
2,020 | 9,765 |
2,021 | 9,680 |
2,022 | 2,568 |
2,023 | 563 |
Total | $ 35,737 |
Intangible Assets and Softwar31
Intangible Assets and Software Development Costs (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of developed technology | $ 7,371,000 | $ 5,705,000 | |||
Finite-lived intangible assets, net | $ 96,000 | 96,000 | $ 130,000 | ||
Amortization of Intangible Assets | 471,000 | $ 353,000 | 1,421,000 | 1,031,000 | |
Capitalized Computer Software, Additions | 1,600,000 | 3,000,000 | 6,500,000 | 8,900,000 | |
Developed Technology Rights [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization, Excluding Accumulated Impairment | 10,055,000 | 10,055,000 | $ 10,055,000 | ||
Developed Technology Internal [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of developed technology | 2,600,000 | 2,300,000 | 7,300,000 | 5,700,000 | |
Other Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | $ 11,500,000 | $ 11,500,000 | $ 34,500,000 | $ 34,500,000 |
Additional Balance Sheet Info32
Additional Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Accrued liabilities: | ||
Salaries, wages, and related benefits | $ 7,352 | $ 6,473 |
Other taxes payable | 819 | 750 |
Accrued legal settlements | 150 | 0 |
Restructuring liabilities | 203 | 0 |
Severance liabilities | 16 | 11 |
Professional fees | 510 | 221 |
Deferred rent | 420 | 433 |
Other | 373 | 443 |
Total | 9,843 | 8,331 |
Other non-current liabilities: | ||
Uncertain tax positions | 1,508 | 1,479 |
Deferred rent | 2,399 | 2,444 |
Other | 78 | 79 |
Total | $ 3,985 | $ 4,002 |
Additional Balance Sheet Info33
Additional Balance Sheet Information Accounts receivable, net (Details) - USD ($) $ in Thousands | May 26, 2015 | Dec. 31, 2017 | Mar. 31, 2017 |
Additional Balance Sheet Information [Abstract] | |||
Accounts Receivable, Net, Current | $ 14,746 | $ 15,598 | |
Allowance for Doubtful Accounts Receivable | 751 | $ 509 | |
Bankruptcy Claims, Amount of Claims Filed | $ 700 | ||
Bankruptcy Claims, Amount of Claims Settled | $ 1,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective tax rates from continuing operations | |||||
Income tax (benefit) expense | $ 1,623 | $ (129) | $ 1,439 | $ (252) | |
Effective tax rate | 45.60% | (8.00%) | 15.00% | (4.10%) | |
Tax benefit from reduction in tax rate | $ (1,300) | ||||
Tax settlement | $ 400 | ||||
Federal tax rate | 35.00% | ||||
Forecast | |||||
Effective tax rates from continuing operations | |||||
Federal tax rate | 21.00% |
Loss per Share (Details)
Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator [Abstract] | ||||
Net loss | $ (1,934) | $ (1,737) | $ (8,138) | $ (6,434) |
Denominator [Abstract] | ||||
Weighted average shares outstanding (in shares) | 22,851 | 22,611 | 22,777 | 22,605 |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Loss per share (in dollars per share) | $ (0.08) | $ (0.08) | $ (0.36) | $ (0.28) |
Earnings Per Share, Diluted [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,658,000 | 1,471,000 | 1,705,000 | 1,399,000 |
Loss per Share (Details Textual
Loss per Share (Details Textual) - shares | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Incremental common shares attributable to restricted shares (in shares) | 530,138 | 595,625 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based Compensation | $ 1,458 | $ (58) | $ 3,776 | $ 782 |
Product development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Summary of share-based compensation expense for options | 456 | 498 | 982 | 826 |
Selling and marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Summary of share-based compensation expense for options | 173 | 124 | 529 | 177 |
General and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Summary of share-based compensation expense for options | $ 829 | $ (680) | $ 2,265 | $ (221) |
Share-based Compensation (Det38
Share-based Compensation (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Cancelled/Expired | $ 9.56 | |
Stock Settled Stock Appreciation Rights (SSARS) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Rights Outstanding at Beginning of Period | 1,094,978 | |
Number of Rights Granted, | 204,213 | |
Number of Rights Exercised | (41,691) | |
Number of Rights, Forfeited | (55,530) | |
Number of Rights Cancelled/Expired | (54,679) | |
Number of Rights Outstanding at End of Period | 1,094,978 | 1,147,291 |
Weighted Average Exercise Price Outstanding at Beginning of Period | $ 10.44 | |
Weighted Average Exercise Price Granted, | 10.56 | |
Weighted Average Exercise Price Exercised | 9.14 | |
Weighted Average Exercise Price, Forfeited | 9.98 | |
Weighted Average Exercise Price Outstanding at End of Period | $ 10.44 | $ 10.58 |
Remaining Contractual Term Outstanding at End of Period | 5 years 4 months 24 days | |
Aggregate Intrinsic Value Outstanding at End of Period | $ 2,038 | |
Number of Rights Exercisable at End of Period | 245,064 | |
Weighted Average Exercise Price Exercisable at End of Period | $ 10.26 | |
Remaining Contractual Term Exercisable at End of Period | 3 years 4 months 24 days | |
Aggregate Intrinsic Value Exercisable at End of Period | $ 574 |
Share-based Compensation (Det39
Share-based Compensation (Details 3) | 9 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Restricted Stock [Member] | |
Activity Related to Restricted Shares Awarded by the Company | |
Number of shares Outstanding at Beginning of Period | 490,355 |
Granted, Number of Shares | 251,010 |
Vested, Number of shares | (221,897) |
Forfeited, Number of Shares | (80,793) |
Number of shares Outstanding at End of Period | 438,675 |
Weighted Average Grant-Date Fair Value Outstanding at Beginning of Period | $ / shares | $ 10.72 |
Granted, Weighted Average Grant Date Fair value | $ / shares | 11.02 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 11.29 |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 10.72 |
Weighted Average Grant-Date Fair Value Outstanding at End of Period | $ / shares | $ 10.60 |
Performance Shares [Member] | |
Activity Related to Restricted Shares Awarded by the Company | |
Number of shares Outstanding at Beginning of Period | 0 |
Granted, Number of Shares | 91,463 |
Number of shares Outstanding at End of Period | 91,463 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 0 |
Share-based Compensation (Det40
Share-based Compensation (Details Textual) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017USD ($)shares | Dec. 31, 2017USD ($)shares | |
Stock Based Compensation (Textual) [Abstract] | ||
Maximum number of shares subject to stock options and restricted shares | 1,300,000 | |
Restricted Stock [Member] | ||
Stock Based Compensation (Textual) [Abstract] | ||
Unrecognized stock based compensation expense related to non-vested restricted stock | $ | $ 2,700,000 | $ 2,700,000 |
Weighted-average vesting period | 1 year 11 months | |
Stock Settled Stock Appreciation Rights (SSARS) [Member] | ||
Stock Based Compensation (Textual) [Abstract] | ||
Unrecognized stock based compensation expense related to non-vested SSARs | $ | $ 1,200,000 | $ 1,200,000 |
Weighted-average vesting period | 2 years | |
Performance Shares [Member] | ||
Stock Based Compensation (Textual) [Abstract] | ||
Deferred compensation liability | $ | 225,000 | $ 225,000 |
Unrecognized stock based compensation expense related to non-vested restricted stock | $ | $ 67,500 | $ 67,500 |
Weighted-average vesting period | 3 months | |
2011 Stock Incentive Plan [Member] | ||
Stock Based Compensation (Textual) [Abstract] | ||
Shares authorized under 2011 Stock incentive plan | 2,000,000 | 2,000,000 |
Shares available for grant | 957,575 | 957,575 |
2011 Stock Incentive Plan [Member] | Stock Options [Member] | ||
Stock Based Compensation (Textual) [Abstract] | ||
Maximum number of shares subject to stock options and restricted shares | 800,000 | |
2011 Stock Incentive Plan [Member] | Restricted Shares and Restricted Share Units [Member] | ||
Stock Based Compensation (Textual) [Abstract] | ||
Maximum number of shares subject to stock options and restricted shares | 400,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Assets: | ||
Corporate-owned life insurance — non-current | $ 825 | $ 809 |
Active markets for identical assets or liabilities (Level 1) [Member] | ||
Assets: | ||
Corporate-owned life insurance — non-current | 0 | 0 |
Quoted prices in similar instruments and observable inputs (Level 2) [Member] | ||
Assets: | ||
Corporate-owned life insurance — non-current | 0 | 0 |
Active markets for unobservable inputs (Level 3) [Member] | ||
Assets: | ||
Corporate-owned life insurance — non-current | $ 825 | $ 809 |
Fair Value Measurements (Deta42
Fair Value Measurements (Details 1) - Cash Surrender Value [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 809 | $ 3,122 |
Unrealized gain relating to instruments held at reporting date | (11) | 16 |
Purchases, sales, issuances and settlements, net | 27 | 1 |
Balance at end of period | $ 825 | $ 3,139 |
Fair Value Measurements (Deta43
Fair Value Measurements (Details 2) - USD ($) | 9 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||||
Business Combination, Contingent Consideration, Liability | $ 0 | $ 0 | $ 0 | $ 197,000 |
Payments to settle contingent consideration arising from business acquisition | $ 0 | (197,000) | ||
Liabilities, Fair Value Adjustment | $ (197,000) |