Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | May 13, 2022 | Sep. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | AGILYSYS, INC. | ||
Entity Central Index Key | 0000078749 | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 24,737,022 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Common Shares, without par value | ||
Trading Symbol | AGYS | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 0-5734 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 34-0907152 | ||
Entity Address, Address Line One | 1000 Windward Concourse | ||
Entity Address, Address Line Two | Suite 250 | ||
Entity Address, City or Town | Alpharetta | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30005 | ||
City Area Code | 770 | ||
Local Phone Number | 810-7800 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 830,215,081 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement to be used in connection with its 2022 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Atlanta, Georgia | ||
Auditor Firm ID | 248 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 96,971 | $ 99,180 |
Accounts receivable, net of allowance for expected credit losses of $ 318 and $1,220, respectively | 25,175 | 25,732 |
Contract assets | 1,669 | 2,364 |
Inventories | 6,940 | 1,177 |
Prepaid expenses and other current assets | 5,418 | 4,797 |
Total current assets | 136,173 | 133,250 |
Property and equipment, net | 6,345 | 8,789 |
Operating lease right-of-use assets | 9,889 | 12,210 |
Goodwill | 32,759 | 19,622 |
Intangible assets, net | 20,178 | 8,400 |
Deferred income taxes, non-current | 2,664 | 1,802 |
Other non-current assets | 6,154 | 5,800 |
Total assets | 214,162 | 189,873 |
Current liabilities: | ||
Accounts payable | 9,766 | 6,346 |
Contract liabilities | 46,095 | 38,394 |
Accrued liabilities | 10,552 | 11,387 |
Operating lease liabilities, current | 5,049 | 5,009 |
Finance lease obligations, current | 4 | 19 |
Total current liabilities | 71,466 | 61,155 |
Deferred income taxes, non-current | 938 | 923 |
Operating lease liabilities, non-current | 5,649 | 8,597 |
Finance lease obligations, non-current | 2 | 6 |
Other non-current liabilities | 3,304 | 3,857 |
Commitments and contingencies (see Note 11) | ||
Shareholders' equity: | ||
Common shares, without par value, at $0.30 stated value; 80,000,000 shares authorized; 31,606,831 shares issued; 24,728,532 and 24,010,727 and shares outstanding at March 31, 2022 and March 31, 2021, respectively | 9,482 | 9,482 |
Treasury shares, 7,596,104 and 7,997,433 at March 31, 2021 and March 31, 2020, respectively | (2,063) | (2,278) |
Capital in excess of stated value | 49,963 | 37,257 |
Retained earnings | 40,018 | 35,376 |
Accumulated other comprehensive (loss) income | (56) | 39 |
Total shareholders' equity | 97,344 | 79,876 |
Total liabilities and shareholders' equity | 214,162 | 189,873 |
Series A Convertible Preferred Stock [Member] | ||
Liabilities Noncurrent: | ||
Series A convertible preferred stock, no par value | $ 35,459 | $ 35,459 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 318 | $ 1,220 |
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 | 24,728,532 | 24,010,727 |
Treasury shares | 6,878,299 | 7,596,104 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Net revenue: | |||
Total net revenue | $ 162,636 | $ 137,176 | $ 160,757 |
Cost of goods sold: | |||
Total cost of goods sold | 61,104 | 47,800 | 79,805 |
Gross profit | $ 101,532 | $ 89,376 | $ 80,952 |
Gross profit margin | 62.40% | 65.20% | 50.40% |
Operating expenses: | |||
Product development | $ 46,332 | $ 55,345 | $ 41,463 |
Sales and marketing | 14,730 | 14,196 | 19,864 |
General and administrative | 27,734 | 33,273 | 24,374 |
Depreciation of fixed assets | 2,210 | 2,832 | 2,574 |
Amortization of internal-use software and intangibles | 1,654 | 1,959 | 2,541 |
Impairments | 0 | 0 | 23,740 |
Severance and other charges | 1,584 | 2,529 | 582 |
Legal settlements | 969 | 200 | (125) |
Total operating expense | 95,213 | 110,334 | 115,013 |
Operating income (loss) | 6,319 | (20,958) | (34,061) |
Other (income) expense: | |||
Interest income | (59) | (107) | (380) |
Interest expense | 12 | 20 | 9 |
Other (income) expense, net | (145) | 338 | 176 |
Income (loss) before taxes | 6,511 | (21,209) | (33,866) |
Income tax expense (benefit) | 33 | (208) | 201 |
Net income (loss) | 6,478 | (21,001) | (34,067) |
Series A convertible preferred stock issuance costs | (1,031) | ||
Series A convertible preferred stock dividends | (1,836) | (1,576) | |
Net income (loss) attributable to common shareholders | $ 4,642 | $ (23,608) | $ (34,067) |
Weighted average shares outstanding - basic | 24,357 | 23,458 | 23,233 |
Income (loss) per share - basic | $ 0.19 | $ (1.01) | $ (1.47) |
Weighted average shares outstanding - dilted | 25,483 | 23,458 | 23,233 |
Income (loss) per share - diluted | $ 0.18 | $ (1.01) | $ (1.47) |
Products [Member] | |||
Net revenue: | |||
Total net revenue | $ 35,956 | $ 26,714 | $ 44,230 |
Cost of goods sold: | |||
Total cost of goods sold | 19,251 | 13,506 | 36,427 |
Support, maintenance and subscription services [Member] | |||
Net revenue: | |||
Total net revenue | 98,958 | 88,565 | 83,680 |
Cost of goods sold: | |||
Total cost of goods sold | 21,141 | 17,985 | 19,248 |
Professional services [Member] | |||
Net revenue: | |||
Total net revenue | 27,722 | 21,897 | 32,847 |
Cost of goods sold: | |||
Total cost of goods sold | $ 20,712 | $ 16,309 | $ 24,130 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 6,478 | $ (21,001) | $ (34,067) |
Other comprehensive (loss) income, net of tax: | |||
Unrealized foreign currency translation adjustments | (95) | (162) | 460 |
Total comprehensive income (loss) | $ 6,383 | $ (21,163) | $ (33,607) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | |||
Net income (loss) | $ 6,478 | $ (21,001) | $ (34,067) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Impairments | 0 | 0 | 23,740 |
Loss (gain) on disposal of property & equipment | 195 | 44 | (5) |
Depreciation of fixed assets | 2,210 | 2,832 | 2,574 |
Amortization of internal-use software and intangibles | 1,654 | 1,959 | 2,541 |
Amortization of developed technology | 0 | 0 | 12,561 |
Deferred income taxes | (925) | (959) | (356) |
Share-based compensation | 14,549 | 40,093 | 5,205 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 2,551 | 10,363 | (8,974) |
Contract assets | 684 | (228) | 794 |
Inventories | (5,764) | 2,746 | (1,830) |
Prepaid expense and other current assets | (484) | (201) | 1,545 |
Accounts payable | 3,417 | (7,016) | 8,585 |
Contract liabilities | 4,902 | (3,971) | 3,563 |
Accrued liabilities | 146 | 1,187 | (4,227) |
Income taxes payable | 50 | 340 | (153) |
Other changes, net | (1,188) | 2,219 | (921) |
Net cash provided by operating activities | 28,475 | 28,407 | 10,575 |
Investing activities | |||
Capital expenditures | (1,197) | (1,389) | (3,420) |
Cash paid for business combinations, net of cash acquired | (24,455) | 0 | 0 |
Additional (investments in) corporate-owned life insurance policies | (27) | (2) | (27) |
Net cash used in investing activities | (25,679) | (1,391) | (3,447) |
Preferred stock issuance proceeds, net of issuance costs | 0 | 33,969 | 0 |
Payment of preferred stock dividends | (1,836) | (1,117) | 0 |
Repurchase of common shares to satisfy employee tax withholding | (3,046) | (7,512) | (1,092) |
Principal payments under long-term obligations | (19) | (24) | (24) |
Net cash (used in) provided by financing activities | (4,901) | 25,316 | (1,116) |
Effect of exchange rate changes on cash | (104) | 195 | (130) |
Net (decrease) increase in cash and cash equivalents | (2,209) | 52,527 | 5,882 |
Cash and cash equivalents at beginning of period | 99,180 | 46,653 | 40,771 |
Cash and cash equivalents at end of period | $ 96,971 | $ 99,180 | $ 46,653 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common stock [Member] | Treasury stock [Member] | Capital in excess of stated value [Member] | Retained Earnings [Member] | Accumulated other comprehensive income (loss) [Member] |
Beginning balance at Mar. 31, 2019 | $ 100,622 | $ 9,482 | $ (2,433) | $ 781 | $ 93,051 | $ (259) |
Beginning balance (in shares) at Mar. 31, 2019 | 31,607 | (8,105) | ||||
Share-based compensation | 5,682 | 5,682 | ||||
Restricted shares issued, net | $ 41 | (41) | ||||
Restricted shares issued, net (in shares) | 140 | |||||
Shares Issued Upon Exercise of SSARs | $ 6 | (6) | ||||
Shares issued upon exercise of SSARs, Shares | 21,000 | |||||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares | (940) | $ (15) | (925) | |||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares) | (53) | |||||
Net income (loss) | (34,067) | (34,067) | ||||
Unrealized translation adjustments | 460 | 460 | ||||
Ending balance at Mar. 31, 2020 | 71,757 | $ 9,482 | $ (2,401) | 5,491 | 58,984 | 201 |
Ending balance (in shares) at Mar. 31, 2020 | 31,607 | (7,997) | ||||
Share-based compensation | 40,066 | 40,066 | ||||
Restricted shares issued, net | $ 28 | (28) | ||||
Restricted shares issued, net (in shares) | 90 | |||||
Shares Issued Upon Exercise of SSARs | $ 141 | (141) | ||||
Shares issued upon exercise of SSARs, Shares | 467,000 | |||||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares | (8,177) | $ (46) | (8,131) | |||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares) | (156) | |||||
Net income (loss) | (21,001) | (21,001) | ||||
Series A convertible preferred stock issuance costs | (1,031) | (1,031) | ||||
Series A convertible preferred stock dividends | (1,576) | (1,576) | ||||
Unrealized translation adjustments | (162) | (162) | ||||
Ending balance at Mar. 31, 2021 | 79,876 | $ 9,482 | $ (2,278) | 37,257 | 35,376 | 39 |
Ending balance (in shares) at Mar. 31, 2021 | 31,607 | (7,596) | ||||
Share-based compensation | 14,549 | 14,549 | ||||
Restricted shares issued, net | $ 34 | (34) | ||||
Restricted shares issued, net (in shares) | 113 | |||||
Shares Issued Upon Exercise of SSARs | $ 190 | (190) | ||||
Shares issued upon exercise of SSARs, Shares | 636 | |||||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares | (1,628) | $ (9) | (1,619) | |||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares) | (32) | |||||
Net income (loss) | 6,478 | 6,478 | ||||
Series A convertible preferred stock dividends | (1,836) | (1,836) | ||||
Unrealized translation adjustments | (95) | (95) | ||||
Ending balance at Mar. 31, 2022 | $ 97,344 | $ 9,482 | $ (2,063) | $ 49,963 | $ 40,018 | $ (56) |
Ending balance (in shares) at Mar. 31, 2022 | 31,607 | (6,879) |
Nature of Operations
Nature of Operations | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Agilysys has been driving hospitality software innovations for more than 40 years, delivering cloud-native SaaS and on-premise ready guest-centric technology solutions for gaming, hotels, resorts and cruise lines, corporate foodservice management, restaurants, universities, stadiums and healthcare. Agilysys offers the most comprehensive software solutions in the hospitality industry, including point-of-sale (POS), property management (PMS), inventory and procurement, payments, and related applications, to manage the entire guest journey. Agilysys is also known for its world class customer-centric service and recent investments in research and development, having modernized virtually all its longstanding trusted software solutions. Some of the largest hospitality companies around the world use Agilysys solutions to help 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 located in Alpharetta, GA. The Company has just one reportable segment serving the global hospitality industry. Reference herein to any particular year or quarter refers to periods within the fiscal year ended March 31. For example, fiscal 2022 refers to the fiscal year ended March 31, 2022. COVID-19 Pandemic The World Health Organization declared novel coronavirus (“COVID-19”) a pandemic on March 11, 2020. The pandemic has created significant economic challenges as organizations and governmental authorities around the world have implemented numerous measures attempting to contain the spread of COVID-19, including travel restrictions, border closings, shelter-in-place orders, and social distancing requirements. Our customers and vendors have closed or have otherwise applied restrictions at certain sites in response to the pandemic. Similarly, we have provided remote working arrangements for our employees, limited business travel, and canceled or shifted various events to virtual attendance. We have localized our pandemic response to the countries and specific locations in which we, our customers and our vendors operate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of consolidation. The consolidated financial statements include the accounts of Agilysys, Inc. and subsidiaries. Investments in affiliated companies are accounted for by the equity or cost method, as appropriate. All inter-company accounts have been eliminated. Use of estimates. Preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates due to uncertainties, including the impact of COVID-19. Cash and cash equivalents. We consider all highly liquid investments purchased with an original maturity from date of acquisition of three months or less to be cash equivalents. Other highly liquid investments considered cash equivalents with no established maturity date are fully redeemable on demand (without penalty) with settlement of principal and accrued interest on the following business day after instruction to redeem. Cash equivalent investments are readily convertible to cash with no penalty and can include certificates of deposit, commercial paper, treasury bills, money market funds and other investments. As of March 31, 2022, commercial paper cash equivalents totaled $ 15 million. We held no commercial paper as of March 31, 2021 or 2020. We determine the fair value of commercial paper using significant other observable inputs (level 2) 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. Allowance for expected credit losses. We maintain allowances for expected credit losses for estimated losses resulting from the inability or unwillingness of our customers to make required payments. We base our expected credit loss model on historical experience, adjusted for current conditions and reasonable and supportable forecasts. To help mitigate the associated credit risk we perform periodic credit evaluations of our customers. Customer credit allowance . We maintain allowances for estimated customer credits. Credits are typically due to the timing or amount of customer invoices processed for specific services, including professional and subscription, and maintenance coverage. In many cases, there has not been clear or timely communication of the need to adjust coverage or service at a location in advance of when we invoice for the associated coverage or service. We will issue a credit after agreeing to the service or coverage adjustment as requested by the customer within the terms of our contract. Inventories. Our inventories are comprised of finished goods. Inventories are stated at the lower of cost or net realizable value, net of related reserves. The cost of inventory is computed using a weighted-average method. Our inventory is monitored to ensure appropriate valuation. Adjustments of inventories to the lower of cost or net realizable value, if necessary, are based upon contractual provisions such as turnover and assumptions about future demand and market conditions. If assumptions about future demand change and/or actual market conditions are less favorable than those projected by management, additional adjustments to inventory valuations may be required. We provide a reserve for obsolescence, which is calculated based on several factors, including an analysis of historical sales of products and the age of the inventory. Actual amounts could be different from those estimated. Leases. We determine if an arrangement is or contains a lease at inception. Operating leases are presented as Right-of-Use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities – current and operating lease liabilities – non-current on our Consolidated Balance Sheet. Finance leases are included in property and equipment, net and corresponding liabilities are included in finance lease obligations – current and non-current on our Consolidated Balance Sheet. ROU assets represent our right to use the underlying asset, and lease liabilities represent our obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the remaining lease payments over the lease term. We use an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since our leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that we will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. We recognize lease expense on a straight-line basis over the lease term and sublease income on a straight-line basis over the sublease term. We have lease agreements with lease and non-lease components which we account for as a single lease component. We also have leases which include variable lease payments, which are expensed as incurred. Our variable lease payments are not based on an index or rate and therefore are excluded from the calculation of lease liabilities. We have elected to not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. Our short-term leases are not material and do not have a material impact on our ROU assets or lease liabilities. Additionally, we do not have any covenants, residual value guarantees, or related party transactions associated with our lease agreements. Goodwill and other indefinite-lived intangible assets. Goodwill represents the excess purchase price paid over the fair value of the net assets of acquired companies. As of March 31, 2022 and 2021 , the carrying amount of goodwill was $ 32.8 million and $ 19.6 million, respectively. Goodwill is tested for impairment on an annual basis, or in interim periods if indicators of potential impairment exist, based on our one reporting unit. The Company evaluates whether goodwill is impaired by comparing its market capitalization based on its closing stock price (Level 1 input) to the book value of its equity on the annual evaluation date. Based on testing performed, the Company concluded that no impairment of its goodwill has occurred for the years ended March 31, 2022, 2021 and 2020. The Company is also required to compare the fair values of other indefinite-lived intangible assets to their carrying amounts at least annually, or when current events and circumstances require an interim assessment. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized. Acquired intangible assets. Acquired intangible assets include identifiable customer relationships, non-competition agreements, developed technology, and trade names. We amortize the cost of finite-lived identifiable intangible assets over their estimated useful lives, which are periods of 15 years or less, primarily on a straight-line basis, which we believe approximates the pattern in which the assets are utilized. The fair values assigned to identifiable intangible assets acquired in business combinations are determined primarily by using the income approach, which discounts expected future cash flows attributable to these assets to present value using estimates and assumptions determined by management. Long-lived assets. Property and equipment are recorded at cost. Major renewals and improvements are capitalized. Minor replacements, maintenance, repairs, and reengineering costs are expensed as incurred. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized. Depreciation and amortization are provided in amounts sufficient to amortize the cost of the assets, including assets recorded under finance leases, which make up less than one percent of total assets, over their estimated useful lives using the straight-line method. The estimated useful lives for depreciation and amortization are as follows: buildings and building improvements – 7 to 30 years ; furniture – 7 to 10 years ; equipment – 3 to 10 years ; software – 3 to 10 years ; and leasehold improvements over the shorter of the economic life or the lease term. Internal use software costs are expensed or capitalized depending on the project stage. Amounts capitalized are amortized over the estimated useful lives of the software, ranging from 3 to 10 years, beginning with the project’s completion. Depreciation for capitalized project expenditures does not begin until the underlying project is completed. We evaluate the recoverability of our long-lived assets whenever changes in circumstances or events may indicate that the carrying amounts may not be recoverable. An impairment loss is recognized in the event the carrying value of the assets exceeds the future undiscounted cash flows attributable to such assets. Our long-lived assets and impairments considerations are discussed further in Note 4, Property and Equipment, Net. Foreign currency translation. The financial statements of our foreign operations are translated into U.S. dollars for financial reporting purposes. The assets and liabilities of foreign operations whose functional currencies are not in U.S. dollars are translated at the period-end exchange rates, while revenue and expenses are translated at weighted-average exchange rates during the fiscal year. The cumulative translation effects are reflected as a component of “Accumulated other comprehensive income (loss)” within shareholders’ equity in the Consolidated Balance Sheets. Gains and losses on monetary transactions denominated in other than the functional currency of an operation are reflected within “Other (income) expenses, net” in the Consolidated Statements of Operations. Foreign currency gains and losses from changes in exchange rates have not been material to our consolidated operating results. Revenue recognition. We derive revenue from the sale of products (i.e., software, third party hardware and operating systems), support, maintenance and subscription services and professional services. For the fiscal years 2022, 2021 and 2020, revenue from international operations was 7 % , 8 % and 9 %, respectively of total revenue. Our customer base is highly fragmented. 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 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 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 software licenses typically provide for a perpetual right to use our software. Generally, our contracts do not provide significant services of integration and customization and installation services are not required to be purchased directly from us. The software is delivered before related services are provided and is functional without professional services, updates and technical support. We have concluded that the software license is distinct as the customer can benefit from the software on its own. Software revenue is typically recognized when the software is delivered or made available for download to the customer. Revenue for hardware sales is recognized when the product is shipped to the customer and when obligations that affect the customer’s final acceptance of the arrangement have been fulfilled. 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. Support and maintenance revenue is derived from providing telephone and on-line technical support services, bug fixes, and unspecified software updates and upgrades to customers on a when-and-if-available basis. 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 support and maintenance services as a single performance obligation recognized over the term of the maintenance agreement. Our subscription service revenue is comprised of fees for contracts that provide customers a right to access our software for a subscribed period. We do not provide the customer the contractual right to license the software at any time outside of the subscription period under these contracts. The customer can only benefit from the software and software maintenance when provided the right to access the software. Accordingly, each of the rights to access the software, the maintenance services, and any hosting services is not considered a distinct performance obligation in the context of the contract and should be combined into a single performance obligation to be recognized over the contract period. 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. Professional services revenues primarily consist of fees for consulting, 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 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 derive standalone selling price (“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. Comprehensive income (loss). Comprehensive income (loss) is the total of net income (loss), as currently reported under GAAP, plus other comprehensive income (loss). Other comprehensive income (loss) considers the effects of additional transactions and economic events that are not required to be recorded in determining net income (loss), but rather are reported as a separate statement of comprehensive income (loss). Fair value measurements . We measure the fair value of financial assets and liabilities on a recurring or non-recurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. In determining fair value of financial assets and liabilities, we use various valuation techniques. Investments in corporate-owned life insurance policies. Agilysys invests in corporate-owned life insurance policies, for which some are endorsement split-dollar life insurance arrangements. We entered into agreements with certain former executives, whereby we must maintain the life insurance policy for a specified amount and split a portion of the policy benefits with their respective designated beneficiary. Our investment in these corporate-owned life insurance policies were recorded at their cash surrender value, which approximates fair value at the balance sheet date. In the Consolidated Balance Sheets at the balance sheet date, the cash surrender value of $ 1.0 million for the remaining policies were held in “Other non-current assets,” and the present value of future proceeds owed to those executives’ designated beneficiary of $ 0.1 million, which approximates fair value, were recorded within “Other non-current liabilities.” Additional information regarding the investments in corporate-owned life insurance policies is provided in Note 10, Employee Benefit Plans . Income Taxes. Income tax expense includes U.S. and foreign income taxes and is based on reported income before income taxes. We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. We recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from uncertain tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. Interest related to uncertain tax positions is recognized as part of the provision for income taxes and is accrued beginning in the period that such interest would be applicable under relevant tax law until such time that the related tax benefits are recognized. Our income taxes are described further in Note 9, Income Taxes . Advertising and Promotion Expense. We expense advertising and promotion expense as incurred. Advertising and promotion expense was $ 2.6 million , $ 0.4 million and $ 2.7 million in fiscal 2022, 2021 and 2020 , respectively . Reclassification. Certain prior year balances have been reclassed to conform to the current year presentation. Specifically, we reclassed certain employee benefit obligations from non-current to current liabilities. Adopted and Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities From Contracts With Customers (ASU No. 2021-08), which amends Accounting Standards Codification (ASC) 805 to require acquiring entities to apply ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) to recognize and measure contract assets and contract liabilities in a business combination. The ASU is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability as well as the payment terms and their impact on subsequent revenue recognized by the acquirer. The new standard will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We adopted ASU 2021-08 during the three months ended March 31, 2022 – see Note 15, Business Combination . In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. The new standard will be effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We adopted ASU 2020-06 as of April 1, 2021 with no impact on our condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which affects general principles within Topic 740, Income Taxes, and is meant to simplify and reduce the cost of accounting for income taxes. The new standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years . We adopted ASU 2019-12 as of April 1, 2021 with no material impact on our condensed consolidated financial statements. 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. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 3. Revenue Recognition For in depth discussion regarding our revenue recognition procedures for our revenue streams, see Note 2, Summary of Significant Accounting Policies. Disaggregation of Revenue We derive and report our revenue from the sale of products (software licenses, third party hardware and operating systems), support, maintenance and subscription services and professional services. Revenue recognized at a point in time (products) totaled $ 36.0 million , $ 26.7 million, and $ 44.2 million during fiscal 2022, 2021 and 2020. Revenue recognized over time (support, maintenance and subscription services and professional services) totaled $ 126.7 million , $ 110.5 million, and $ 116.5 million during fiscal 2022, 2021, and 2020. 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 $ 38.1 million and $ 40.9 million during fiscal 2022 and 2021. During fiscal 2022 and 2021, we transferred from contract assets at the beginning of the period, $ 2.4 million and $ 2.0 million , respectively, to accounts receivable because the right to the transaction became unconditional. Our arrangements are for a period of one year or less. As a result, unsatisfied performance obligations as of March 31, 2022 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 have elected to take the practical expedient available to 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. For first year support and maintenance service contracts, commission expenses are immaterial and therefore expenses as incurred. Other sales commission expenses are not material or 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 $ 3.3 million and $ 2.9 million of capitalized sales incentive costs as of March 31, 2022 and 2021, respectively. These balances are included in other non-current assets on our Consolidated Balance Sheets. During fiscal 2022 and 2021, we expensed $ 2.5 million and $ 2.8 million , respectively, of sales commissions, which included amortization of capitalized amounts of $ 1.2 million and $ 1.4 million , respectively. These expenses are included in operating expenses – sales and marketing in our Consolidated Statement of Operations. All other costs to obtain a contract are not considered incremental and therefore are expensed as incurred. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment at March 31, 2022 and 2021 is as follows: Year ended March 31, (In thousands) 2022 2021 Furniture and equipment $ 14,632 $ 14,899 Software 16,338 16,891 Leasehold improvements 7,123 7,097 Project expenditures not yet in use 17 210 38,110 39,097 Accumulated depreciation and amortization ( 31,765 ) ( 30,308 ) Property and equipment, net $ 6,345 $ 8,789 Total depreciation expense on property and equipment was $ 2.2 million , $ 2.8 million, and $ 2.6 million during fiscal 2022, 2021 and 2020, respectively. The Company capitalizes internal-use software, including software used exclusively in providing services or that is only made available to customers as a software service, as property and equipment under ASC 350-40, Internal-Use Software. Total amortization expense on capitalized internal-use software was $ 1.3 million , $ 2.0 million and $ 2.5 million during fiscal 2022, 2021, and 2020, respectively. Assets under financing leases are included in property and equipment categories above and further disclosed with Note 6. Leases . |
Intangible Assets and Software
Intangible Assets and Software Development Costs | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Software Development Costs | 5. Intangible Assets and Software Development Costs The following table summarizes our intangible assets and software development costs at March 31, 2022, and 2021: March 31, 2022 March 31, 2021 Gross Net Gross Net carrying Accumulated Accumulated carrying carrying Accumulated Accumulated carrying (In thousands) amount amortization Impairment amount amount amortization impairment amount Finite-lived intangible assets: Customer relationships $ 20,391 $ ( 10,938 ) $ — $ 9,453 $ 10,775 $ ( 10,775 ) $ — $ — Non-competition agreements 3,547 ( 2,808 ) — 739 2,700 ( 2,700 ) — — Developed technology 11,224 ( 10,440 ) — 784 10,398 ( 10,398 ) — — Trade names 1,075 ( 273 ) — 802 230 ( 230 ) — — Patented technology 80 ( 80 ) — — 80 ( 80 ) — — 36,317 ( 24,539 ) — 11,778 24,183 ( 24,183 ) — — Indefinite-lived trade names 8,400 N/A — 8,400 8,400 N/A — 8,400 Total intangible assets $ 44,717 $ ( 24,539 ) $ — $ 20,178 $ 32,583 $ ( 24,183 ) $ — $ 8,400 (In thousands) Software development costs $ 67,541 $ ( 45,535 ) $ ( 22,006 ) $ — $ 67,541 $ ( 45,535 ) $ ( 22,006 ) $ — Total amortization expense for finite-lived intangible assets was $ 0.4 million for the year ended March 31, 2022 and zero for the years ended March 31, 2021, and 2020, respectively. See Note 15, Business Combination, for more information on the acquisition of finite-lived intangible assets. Estimated future amortization expense on finite-lived intangible assets is as follows: (In thousands) Estimated Amortization Expense Fiscal year ending March 31, 2023 $ 1,398 2024 1,293 2025 975 2026 975 2027 892 Thereafter 6,245 Total $ 11,778 Indefinite-lived intangible assets, comprised of our purchased trade name InfoGenesis as of March 31, 2022 and 2021 are tested for impairment upon identification of impairment indicators or at least annually. An impairment loss is recognized if the carrying amount is greater than fair value. The InfoGenesis indefinite-lived purchased trade name impairment testing resulted in a fair value exceeding the carrying amount for the years ending March 31, 2022, 2021 and 2020. Amortization expense related to software development costs related to assets to be sold, leased, or otherwise marketed was $ 12.6 million for the fiscal year ended March 31, 2020. These charges are included as Products cost of goods sold within the Consolidated Statements of Operations. |
Leases
Leases | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 6. Leases The majority of our leases are comprised of real estate leases for our respective offices around the globe. Our finance leases consist of office equipment. We have no residual value guarantees or restrictions or covenants imposed by or associated with our active leases. As of March 31, 2022 , we have an additional operating lease that has not yet commenced of approximately $ 11.7 million. This operating lease will commence in fiscal year 2023 with a lease term of approximately eleven years . We do not have any related party leases. We have variable payments for expenses such as common area maintenance and taxes. We do not have variable payments that are based on an index or rate. As a result, we do not include variable payments in the calculation of the lease liability. Any variable costs are expensed as incurred. We sublease one of our office leases located in Bellevue, Washington with a lease term that will expire during fiscal year 2024. The components of lease expenses, which are included in operating expenses in our Consolidated Statements of Operations, were as follows: Year ended March 31, (In thousands) 2022 2021 Operating leases expense $ 4,752 $ 4,440 Finance lease expense: Amortization of ROU assets 17 26 Interest on lease liabilities 2 5 Total finance lease expense 19 31 Variable lease costs 463 443 Short term lease expense 140 120 Sublease income ( 782 ) ( 129 ) Total lease expense $ 4,592 $ 4,905 Other information related to leases for fiscal 2022 and 2021 was as follows: Year ended March 31, Supplemental cash flow information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 5,536 $ 5,987 Operating cash flows for finance leases 23 30 Financing cash flows for finance leases 19 24 ROU assets obtained in exchange for lease obligations (in thousands): Operating leases $ 1,314 $ 1,573 Weighted average remaining lease terms Operating leases 3.08 4.39 Finance leases 1.43 1.44 Weighted average discount rates Operating leases 7.62 % 10.51 % Finance leases 4.50 % 4.46 % The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the Consolidated Balance Sheet as of March 31, 2022: (In thousands) Operating leases (1) Finance leases Fiscal year ending March 31, 2023 5,222 5 2024 2,939 2 2025 1,846 — 2026 1,319 — 2027 880 — Thereafter — — Total undiscounted future minimum lease payments 12,206 7 Less: difference between undiscounted lease payments and discounted lease ( 1,508 ) ( 1 ) Total lease liabilities $ 10,698 $ 6 (1) Non-cancellable sublease proceeds for the fiscal years ending March 31, 2023, and 2024 of $ 0.8 million and $ 0.7 million, respectively, are not included in the table above. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 12 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | 7. Supplemental Disclosures of Cash Flow Information Additional information related to the Consolidated Statements of Cash Flows is as follows: Year ended March 31, (In thousands) 2022 2021 2020 Cash (receipts) for interest, net $ ( 47 ) $ ( 87 ) $ ( 371 ) Cash payments for income tax, net 787 459 694 Accrued capital expenditures 89 103 187 |
Additional Balance Sheet Inform
Additional Balance Sheet Information | 12 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Additional Balance Sheet Information | 8. Additional Balance Sheet Information Additional information related to the Consolidated Balance Sheets is as follows: (In thousands) March 31, 2022 March 31, 2021 Accrued liabilities: Salaries, wages, and related benefits $ 7,870 $ 8,608 Other taxes payable 1,994 1,796 Accrued legal settlements — 200 Severance liabilities 24 79 Professional fees 373 97 Other 291 607 Total $ 10,552 $ 11,387 Other non-current liabilities: Uncertain tax positions $ 1,154 $ 1,129 Deferred rent and asset retirement obligations 43 170 Employee benefit obligations 2,037 2,485 Other 70 73 Total $ 3,304 $ 3,857 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes For the year ended March 31, income (loss) before income taxes consisted of the following: (In thousands) 2022 2021 2020 Income (loss) before income taxes United States $ 1,598 $ ( 26,272 ) $ ( 36,373 ) Foreign 4,913 5,063 2,507 Total income (loss) before income taxes $ 6,511 $ ( 21,209 ) $ ( 33,866 ) For the year ended March 31, income tax expense (benefit) consisted of the following: (In thousands) 2022 2021 2020 Income tax expense (benefit) Current: Federal $ 62 $ 9 $ 59 State and local 21 30 21 Foreign 853 731 463 Deferred: Federal 12 12 11 State and local 7 32 7 Foreign ( 922 ) ( 1,022 ) ( 360 ) Total income tax expense (benefit) $ 33 $ ( 208 ) $ 201 The following table presents the principal components of the difference between the effective tax rate and the U.S. federal statutory income tax rate for the years ended March 31: (In thousands) 2022 2021 2020 Income tax expense (benefit) at the US Federal statutory rate $ 1,368 $ ( 4,454 ) $ ( 7,112 ) Benefit for state taxes ( 65 ) ( 803 ) ( 856 ) Impact of foreign operations ( 819 ) ( 841 ) ( 514 ) Indefinite life assets 19 43 19 Change in valuation allowance ( 2,623 ) 7,271 8,406 Change in liability for unrecognized tax benefits 25 26 22 Share-based compensation ( 2,018 ) ( 2,232 ) ( 312 ) Global intangible low-taxed income 971 985 460 Deferred adjustments ( 260 ) ( 478 ) — Provision to return 3,438 278 ( 35 ) Other ( 3 ) ( 3 ) 123 Total income tax expense (benefit) $ 33 $ ( 208 ) $ 201 We have elected to account for global intangible low-taxed income (GILTI) inclusions in the period in which they are incurred. Our tax provision includes a provision for income taxes in certain foreign jurisdictions where subsidiaries are profitable, but only a minimal benefit is reflected related to U.S. and certain foreign tax losses due to the uncertainty of the ultimate realization of future benefits from these losses. The fiscal 2022 tax provision results primarily from foreign tax benefit. The fiscal 2022 tax provision differs from the statutory rate primarily due to adjustments to deferred tax assets and the recording of net operating losses in a number of foreign jurisdictions offset by current year expense in other foreign jurisdictions. The fiscal 2021 tax provision results primarily from foreign tax benefit. The fiscal 2021 tax provision differs from the statutory rate primarily due to adjustments to deferred tax assets and the recording of net operating losses in a number of foreign jurisdictions offset by current year expense in other foreign jurisdictions. Deferred tax assets and liabilities as of March 31, are as follows: (In thousands) 2022 2021 Deferred tax assets: Accrued liabilities $ 7,574 $ 9,141 Allowance for expected credit losses and doubtful accounts 83 279 Federal losses and credit carryforwards 50,612 51,856 Foreign losses and credit carryforwards 2,793 2,103 State losses and credit carryforwards 11,179 11,642 Deferred revenue 193 464 Property and equipment and software amortization 416 171 Operating lease liabilities 1,489 2,694 Goodwill and other intangible assets 607 1,889 Other 163 90 75,109 80,329 Less: valuation allowance ( 69,515 ) ( 74,631 ) Total 5,594 5,698 Deferred tax liabilities: Operating lease right-of-use assets ( 1,269 ) ( 2,312 ) Goodwill and other intangible assets ( 2,575 ) ( 2,514 ) Other ( 15 ) 7 Total ( 3,859 ) ( 4,819 ) Total deferred tax assets, net $ 1,735 $ 879 At March 31, 2022, we had $ 196.3 million of federal net operating loss carryforwards that expire, if unused, in fiscal years 2031 to 2038, and $ 42.8 million of federal net operating loss carryforwards that can be carried forward indefinitely. Our Hong Kong, Malaysia, Singapore and Australia subsidiaries have $ 0.4 million , $ 0.1 million , $ 0.2 million and $ 0.1 million of net operating loss carryforwards, respectively. The losses for Hong Kong, Malaysia, Singapore and Australia can be carried forward indefinitely. 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 5 years of operations which includes fiscal 2018 through fiscal 2022. The India subsidiary is then subject to 50 % of regular India income taxes during the second five years of operations which includes fiscal 2023 through fiscal 2027. The aggregate value of the benefit of the SEZ during the current fiscal year is $ 2.6 million as of March 31, 2022. The Company has paid minimum alternative taxes during the period of regular tax relief resulting in a credit of $ 2.0 million as of March 31, 2022. At March 31, 2022 we also had $ 166.8 million of state net operating loss carryforwards that expire, if unused, in fiscal years 2023 through 2041. We recorded valuation allowances related to certain deferred income tax assets due to the uncertainty of the ultimate realization of the future benefits from those assets. At March 31, 2022, the total valuation allowance against deferred tax assets of $ 69.5 million was comprised of $ 68.6 million for federal and state deferred tax assets, and $ 0.9 million associated with deferred tax assets in Hong Kong, Malaysia, Singapore, the Philippines and Australia. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some, or all, of the deferred tax assets will not be realized. 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. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected taxable income, and tax planning strategies in making this assessment. In order to fully realize the deferred tax assets, we will need to generate future taxable income before the expiration of the deferred tax assets governed by the tax code. Because of our losses in recent periods, management believes that it is more-likely-than-not that we will not realize the benefits of these deductible differences. The amount of the valuation allowance, however, could be reduced in the near term. The exact timing will be based on the level of profitability that we are able to achieve and our visibility into future results. Our recorded tax rate may increase in subsequent periods following a valuation release. Any valuation allowance release will not affect the amount of cash paid for income taxes. The undistributed earnings of our foreign subsidiaries are not subject to U.S. federal and state income taxes unless such earnings are distributed in the form of dividends or otherwise to the extent of current and accumulated earnings and profits. The undistributed earnings of foreign subsidiaries are permanently reinvested and totaled $ 17.1 million and $ 8.4 million as of March 31, 2022 and 2021, respectively. We made the determination of permanent reinvestment on the basis of sufficient evidence that demonstrates we will invest the undistributed earnings overseas indefinitely for use in working capital, as well as foreign acquisitions and expansion. The determination of the amount of the unrecognized deferred U.S. income tax liability related to the undistributed earnings is not practicable. We recorded a liability for uncertain tax positions. The aggregate changes in the balance of our uncertain tax positions were as follows for the years ended March 31: (In thousands) 2022 2021 2020 Balance at April 1 $ 575 $ 575 $ 580 Reductions relating to lapse in statute — — ( 5 ) Balance at March 31 $ 575 $ 575 $ 575 As of March 31, 2022, we had a liability of $ 0.6 million related to uncertain tax positions, the recognition of which would affect our effective income tax rate. Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months an immaterial reduction in unrecognized tax benefits may occur 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 cannot be estimated at this time. We recognize interest accrued on any uncertain tax positions as a component of income tax expense. Penalties are recognized as a component of general and administrative expenses. We recognized interest and penalty expense of less than $ 0.1 million for the years ended March 31, 2022, 2021 and 2020. As of March 31, 2022 and 2021, we had approximately $ 1.2 million and $ 1.0 million, respectively, of interest and penalties accrued in other non-current liabilities on our Consolidated Balance Sheets. In the U.S. we file consolidated federal and state income tax returns where statutes of limitations generally range from three to five years. Although we have resolved examinations with the IRS through tax year ended March 31, 2010, U.S. federal tax years are open from 2006 forward due to attribute carryforwards. The statute of limitations is open from fiscal year 2015 forward in certain state jurisdictions. We also file income tax returns in international jurisdictions where statutes of limitations generally range from three to seven years. Years beginning after 2011 are open for examination by certain foreign taxing authorities. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) The CARES Act provides, among other provisions, for the deferral of the employer-paid portion of social security taxes through the end of 2020, with 50 % of the deferred amount due December 31, 2022. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 10. Employee Benefit Plans Defined Contribution Plans We maintain 401(k) plans for employees located in the United States meeting certain service requirements. Generally, the plans allow eligible employees to contribute a portion of their compensation, and we match 100 % of the first 1% of the employee's pre-tax contributions and 50 % of the next 5% of the employee's pre-tax contributions. We may also make discretionary contributions each year for the benefit of all eligible employees under the plans. Agilysys matching contributions were $ 1.4 million , $ 0.1 million , and $ 1.8 million in fiscal 2022, 2021, and 2020, respectively. We also maintain defined contribution retirement plans for employees located in the United Kingdom and in the Asia Pacific region in accordance with local statutory requirements and business practices. Defined Benefit Plan We maintain a defined benefit retirement plan (the “Gratuity Plan”) covering eligible employees of our India subsidiary in accordance with local statutory requirements and business practices. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation, or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the Company. The Gratuity Plan is unfunded with obligation amounts recorded in the Consolidated Balance Sheets as “Employee benefit obligations” within “Other non-current liabilities” and "Salaries, wages, and related benefits" within "Accrued liabilities". Endorsement Split-Dollar Life Insurance Agilysys provides certain former executives with life insurance benefits through endorsement split-dollar life insurance arrangements. We entered into agreements with each of the former executives, whereby we must maintain the life insurance policy for a specified amount and split a portion of the policy benefits with their designated beneficiary. Our investment in these corporate-owned life insurance policies were recorded at their cash surrender value, which approximates fair value at the balance sheet date. In the Consolidated Balance Sheets as of March 31, 2022 and 2021 , the cash surrender value of $ 1.0 million for the remaining policies were held in “Other non-current assets,” and the present value of future proceeds owed to those executives' designated beneficiaries of $ 0.1 million, which approximates fair value, were recorded within "Other non-current liabilities." Changes in the cash surrender value of these policies related to gains and losses incurred on these investments are classified within “Other (income) expenses, net” in the accompanying Consolidated Statements of Operations. We recorded a gain of $ 13,000 , $ 31,000 and $ 14,000 in fiscal 2022, 2021, and 2020 , respectively, related to the corporate-owned life insurance policies. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Contingencies We are involved in legal actions that arise in the ordinary course of business. It is the opinion of management that the resolution of any current pending litigation will not have a material adverse effect on our financial position or results of operations. On April 6, 2012, Ameranth, Inc. filed a complaint against us in the U.S. District Court for the 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 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. This judgment was affirmed by the U.S. Court of Appeals for the Federal Circuit in November 2019 with respect to all claims except for two, which were not asserted against Agilysys, and Ameranth’s writ of certiorari to the United States Supreme Court was denied in October 2020. In December 2021, the District Court denied Ameranth’s motion to assert additional claims against the defendants. In March 2022, the District Court granted summary judgment in favor of the defendants still facing the remaining claims. Subsequently, Ameranth appealed the grant of summary judgment with the U.S. Court of Appeals for the Federal Circuit. On May 11, 2022, in accordance with its prior rulings, the District Court entered judgment in favor of us and against Ameranth on all claims asserted against us. At this time, we are not able to predict the outcome of Ameranth’s pending appeal on their claims against us, or any possible monetary exposure associated with the lawsuit. However, we dispute the allegations of wrongdoing and are vigorously defending ourselves in this matter. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Sharee | 12. 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. Year Ended March 31, (In thousands, except per share data) 2022 2021 2020 Numerator: Net income (loss) $ 6,478 $ ( 21,001 ) $ ( 34,067 ) Series A convertible preferred stock issuance costs — ( 1,031 ) — Series A convertible preferred stock dividends ( 1,836 ) ( 1,576 ) — Net income (loss) attributable to common shareholders $ 4,642 $ ( 23,608 ) $ ( 34,067 ) Denominator: Weighted average shares outstanding - basic 24,357 23,458 23,233 Dilutive SSARs 1,063 — — Dilutive unvested restricted shares 63 — — Weighted average shares outstanding - diluted 25,483 23,458 23,233 Income (loss) per share - basic: $ 0.19 $ ( 1.01 ) $ ( 1.47 ) Income (loss) per share - diluted: $ 0.18 $ ( 1.01 ) $ ( 1.47 ) Anti-dilutive stock options, SSARs, restricted shares, 1,736 4,228 1,510 Basic income (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 147,973 , 132,198 and 208,581 of restricted shares and performance shares at March 31, 2022, 2021 and 2020, respectively, as these shares were issued but were not vested and, therefore, not considered outstanding for purposes of computing basic earnings per share at the balance sheet dates. Diluted income (loss) per share includes the effect of all potentially dilutive securities on earnings per share. We have stock-settled appreciation rights ("SSARs") and unvested restricted 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. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Share-based Compensation | 13. Share-based Compensation We may grant incentive stock options, non-qualified stock options, SSARs, restricted shares, and performance shares under our shareholder-approved 2020 Stock Incentive Plan (the 2020 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) 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 share 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 restricted share and performance share grants. 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, 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 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, 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 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. For 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 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 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 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 awards included in the Consolidated Statements of Operations for fiscal 2022, 2021 and 2020: Year Ended March 31, (In thousands) 2022 2021 2020 Product development 8,186 21,634 2,241 Sales and marketing 1,355 4,254 321 General and administrative 5,008 14,206 2,643 Total share-based compensation expense 14,549 40,093 5,205 Stock-Settled Stock 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. We use a Black-Scholes-Merton option pricing model to estimate the fair value of service condition SSARs. There were no service condition SSARs granted in fiscal 2022. The following table summarizes the principal assumptions utilized in valuing service condition SSARs granted in fiscal 2021 and 2020: 2021 2020 Risk-free interest rate 0.31 % 1.38 %- 1.74 % Expected life (in years) 4 4.5 - 5 Expected volatility 42.99 % 31.7 %- 32.42 % Weighted-average grant date fair value $ 22.57 $ 10.01 The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury bond whose maturity period approximates the expected life of the SSARs. The expected life is estimated using historical data representing the period of time the awards are expected to be outstanding. The estimated fair value of the SSARs granted is recognized over the vesting period of the awards utilizing the graded vesting method. Under this method, the compensation cost related to unvested amounts begins to be recognized as of the grant date. We use a Lattice option pricing model to estimate the fair value of market condition SSARs. There were no market condition SSARs granted in fiscal 2022. The following table summarizes the principal valuation assumptions utilized and the resulting fair value of market condition SSARs granted in fiscal 2021 and 2020: 2021 2020 Risk-free interest rate over contractual term 0.60 % 1.40 % Expected volatility 40.00 % 31.70 % Suboptimal exercise factor 2.50x 3.0x Weighted-average grant date fair value $ 19.55 $ 9.60 The following table summarizes the activity during fiscal 2022 for SSARs awarded under the 2020 and 2016 Plans: (In thousands, except share and per share data) Number Weighted- Remaining Aggregate (per right) (in years) Outstanding at April 1, 2021 3,068,253 $ 20.90 Granted — — Exercised ( 839,068 ) 12.86 Forfeited ( 55,599 ) 20.02 Cancelled/expired ( 647 ) 14.22 Outstanding at March 31, 2022 2,172,939 $ 24.02 4.4 $ 34,454 Exercisable at March 31, 2022 1,462,262 $ 23.75 4.3 $ 23,590 Vested and expected to vest at March 31, 2022 2,172,939 $ 24.02 4.4 $ 34,454 The following table presents additional information related to SSARs activity during fiscal 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Compensation expense $ 10,030 $ 35,808 $ 1,666 Total intrinsic value of SSARs exercised $ 34,437 $ 25,153 $ 519 Total fair value of SSARs vesting $ 6,439 $ 31,380 $ 1,328 As of March 31, 2022, total unrecognized share-based compensation expense related to non-vested service condition SSARs was $ 3.8 million , which is expected to be recognized over the weighted-average vesting period of 1.0 years. A total of 636,238 shares, net of 31,513 shares withheld to cover the employee’s minimum applicable income taxes, were issued from treasury shares to settle SSARs exercised during the twelve months ended March 31, 2022. The shares withheld were returned to treasury shares. Restricted Shares We use a Lattice option pricing model to estimate the fair value of restricted shares subject to a market condition. There were no restricted shares subject to a market condition granted in fiscal 2021 or 2020. The following table summarizes the principal valuation assumptions utilized and the resulting fair value of restricted shares subject to a market condition granted in fiscal 2022: 2022 Risk-free interest rate over contractual term 0.5 % - 0.9 % Expected volatility 54.0 % - 56.0 % Weighted-average grant date fair value $ 24.77 - $ 39.12 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 twelve months ended March 31, 2022 for restricted shares awarded under the 2020 and 2016 Plans: Number Weighted- (per share) Outstanding at April 1, 2021 132,198 $ 37.67 Granted 123,543 43.69 Vested ( 96,214 ) 36.74 Forfeited ( 10,614 ) 38.92 Outstanding at March 31, 2022 148,913 $ 43.56 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. During fiscal 2022, a total of 147,900 shares were issued from treasury. The following table presents additional information related to restricted share activity during fiscal years 2022, 2021, and 2020: (In thousands) 2022 2021 2020 Compensation expense $ 4,339 $ 4,105 $ 3,232 Total fair value of restricted share vesting $ 3,297 $ 7,554 $ 3,491 As of March 31, 2022, total unrecognized share-based compensation expense related to non-vested restricted shares was $ 4.5 million , which is expected to be recognized over a weighted-average vesting period of 2.2 years. We do not include restricted shares in the calculation of earnings per share until the shares are vested. 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 grant common shares to our Chief Executive Officer that vest immediately. Once attainment of the performance conditions becomes probable, we recognize compensation expense related to performance shares ratably over the performance period. The number of performance shares granted will be based on the closing price of our common shares on the grant date and settlement date, which are the same under the 2020 plan. Based on the performance conditions achieved as they relate to our annual bonus plan, management estimates a liability of $ 0.2 million as of March 31, 2022, to be settled through the granting and vesting of performance shares after March 31, 2022 . We recognized compensation expense related to performance shares of $ 0.2 million in each of the fiscal years ending March 31, 2022, 2021, and 2020, respectively. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | 14. 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, 2020, Michael Kaufman, the Chairman of the Company’s Board of Directors, is the Chief Executive Officer of MAK Capital One LLC. Accounting Policy We classify convertible preferred stock as temporary equity in the consolidated balance sheets due to certain contingent redemption clauses that are at the election of the Holders. We increase the carrying value of the convertible preferred stock to its redemption value (described below) for all undeclared dividends using the interest method. The Convertible Preferred Stock has the following rights, preferences and restrictions (the Certificate of Designation included as Exhibit 3.3 to our Current Report on Form 8-K on February 9, 2022, which superseded the Certificate of Amendment included as Exhibit 3.1 to our Current Report on Form 8-K, filed on May 26, 2020, when we converted to a Delaware corporation in February 2022, defines all terms not otherwise defined below): Voting The Holders are entitled to one vote for each share of Convertible Preferred Stock upon all matters presented to the common shareholders of the Company , and except as otherwise provided by the Certificate of Incorporation of the Company or required by law, the Holders and common shareholders will vote together as one class on all matters. Additionally, certain matters specific to the Convertible Preferred Stock will require the approval of two-thirds of the outstanding Convertible Preferred Stock, voting as a separate class. Liquidation Preference Upon a liquidation, dissolution or winding up of the Company, each share of Convertible Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the Purchaser, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the amount that the Holder would have been entitled to receive at such time if the Convertible Preferred Stock were converted into common stock. Redemption On and after the fifth anniversary of the date the Convertible Preferred Stock was initially issued, the Company will have the right, and the Holders will have the right to require the Company, in each case, at the initiating party’s election, to redeem all, but not less than all, of the then-outstanding Convertible Preferred Stock for an amount equal to the Liquidation Preference. Conversion 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. The Holders are not entitled to participate in dividends declared or paid on the common stock on an as-converted basis; however, certain anti-dilution adjustments to the Convertible Preferred Stock may be made in the event of such dividends. The Convertible Preferred Stock ranks senior to the Company’s common stock with respect to dividends and distributions on liquidation, winding-up and dissolution. Upon a liquidation, dissolution or winding up of the Company, each share of Convertible Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the Liquidation Preference and (ii) the amount that the Holder would have been entitled to receive at such time if the Convertible Preferred Stock were converted into common stock. Change in Control Events Upon certain change of control events involving the Company, the Company has the right, and each Holder has the right, in each case, at the initiating party’s election, to require the Company to repurchase all or a portion of its then-outstanding shares of Convertible Preferred Stock for cash consideration equal to (i) 150% of the then-current Liquidation Preference for a change of control occurring prior to the third anniversary of the date the Convertible Preferred Stock is initially issued, (ii) 125% of the then-current Liquidation Preference for a change of control occurring on or following the third anniversary and prior to the fifth anniversary of the date the Convertible Preferred Stock is initially issued and (iii) 100% of the then-current Liquidation Preference for a change of control occurring on or following the fifth anniversary of the date the Convertible Preferred Stock is initially issued. Standstill Restrictions The Purchaser and its affiliates are subject to certain customary standstill provisions that restrict them from, among other actions, acquiring additional securities of the Company if such acquisition would result in the Purchaser beneficially owning in excess of 25 % of the outstanding shares of common stock of the Company until the later of the third anniversary of the date the Convertible Preferred Stock is initially issued and the date on which the Purchaser no longer has record or beneficial ownership of common stock and Convertible Preferred Stock that constitute at least 10 % of the outstanding common stock. |
Business Combination
Business Combination | 12 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 15. 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 consolidated financial statements include the results of ResortSuite’s operations since the acquisition date. The acquisition extends our solutions to customers in the complex multi-amenity and resort market. The purchase price consisted of $ 22.6 million of cash paid at closing, funded from cash on hand, partially offset by $ 0.3 million of ResortSuite’s cash received in the acquisition, and $ 2.2 million of cash paid in March for certain ResortSuite tax liabilities resulting in net cash consideration of $ 24.5 million. We allocated the purchase price for ResortSuite to the intangible and certain tangible assets acquired and certain liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. We determined the fair values assigned to identifiable intangible assets acquired primarily by using the income approach, which discounts the expected future cash flows to present value using estimates and assumptions determined by management. In accordance with ASU No. 2021-08, we applied Topic 606 to record certain customer accounts receivable and the contract liabilities assumed in the acquisition, which consisted of undelivered performance obligations under customer contracts. We adopted ASU 2021-08 early as permitted. As a result, in allocating the purchase price, we recorded $ 2.8 million of contract liabilities, representing the revenue that will be recognized as the underlying performance obligations are delivered. The following table sets forth the components and the allocation of the purchase price for our acquisition of ResortSuite: (In thousands) Total Components of Purchase Price: Cash $ 24,800 Total purchase price $ 24,800 Allocation of Purchase Price: Net tangible assets (liabilities): Accounts receivable, net $ 2,025 Other current assets, including cash acquired 519 Other assets 567 Current and other liabilities ( 768 ) Contract liabilities ( 2,835 ) Net tangible assets (liabilities) ( 492 ) Identifiable intangible assets: Customer relationships 9,634 Non-competition agreements 848 Developed technology 827 Trade names 846 Total identifiable intangible assets 12,155 Goodwill 13,137 Total purchase price allocation $ 24,800 We assigned the acquired customer relationships, non-competition agreements, developed technology, and trade names estimated useful lives of 15 years , two years , five years , and five years , respectively, the weighted average of which is approximately 12.7 years. The acquired identifiable intangible assets are being amortized on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. The goodwill recognized in the ResortSuite purchase price allocation is attributable to synergies in products and technologies to serve a broader customer base, and the addition of a skilled, assembled workforce. The acquisition resulted in the recognition of $ 13.1 million of goodwill, which is expected to be deductible for income tax purposes. The Company recognized acquisition costs of $ 0.5 million related to the acquisition of ResortSuite, consisting primarily of professional fees, during the year ended March 31, 2022. The consolidated statement of operations includes these costs in severance and other charges. Revenue attributable to ResortSuite included in our consolidated statement of operations for the year ended March 31, 2022 was $ 1.3 million. Net income (loss) was not material. The pro forma impact of the business combination during the two years ended March 31, 2022 was not material to our historical consolidated operating results and is therefore not presented. We have prepared the purchase price allocation for ResortSuite on a preliminary basis. Changes to the allocation may occur as additional information becomes available during the measurement period (up to one year from the acquisition date). Effective April 1, 2022, ResortSuite became Agilysys Canada, Inc. a wholly-owned subsidiary of Agilysys, Inc. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events None. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | 17. Related Party Transaction See Note 14. Preferred Stock , for description of the MAK Capital investment in the Company. Michael Kaufman, the Chairman of the Company’s Board of Directors, is the Chief Executive Officer of MAK Capital. Schedule II - Valuation and Qualifying Accoun ts Years ended March 31, 2022, 2021 and 2020 (In thousands) Balance at Charged to Deductions Balance at 2022 Deferred tax valuation allowance $ 74,631 $ — $ ( 5,116 ) $ 69,515 Allowance for expected credit losses $ 1,220 $ 117 $ ( 1,019 ) $ 318 2021 Deferred tax valuation allowance $ 66,819 $ 7,812 $ — $ 74,631 Allowance for doubtful accounts $ 1,634 $ 508 $ ( 922 ) $ 1,220 2020 Deferred tax valuation allowance $ 57,852 $ 8,967 $ — $ 66,819 Allowance for doubtful accounts $ 788 $ 1,434 $ ( 588 ) $ 1,634 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Mar. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II - Valuation and Qualifying Accoun ts Years ended March 31, 2022, 2021 and 2020 (In thousands) Balance at Charged to Deductions Balance at 2022 Deferred tax valuation allowance $ 74,631 $ — $ ( 5,116 ) $ 69,515 Allowance for expected credit losses $ 1,220 $ 117 $ ( 1,019 ) $ 318 2021 Deferred tax valuation allowance $ 66,819 $ 7,812 $ — $ 74,631 Allowance for doubtful accounts $ 1,634 $ 508 $ ( 922 ) $ 1,220 2020 Deferred tax valuation allowance $ 57,852 $ 8,967 $ — $ 66,819 Allowance for doubtful accounts $ 788 $ 1,434 $ ( 588 ) $ 1,634 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation. The consolidated financial statements include the accounts of Agilysys, Inc. and subsidiaries. Investments in affiliated companies are accounted for by the equity or cost method, as appropriate. All inter-company accounts have been eliminated. |
Use of estimates | Use of estimates. Preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates due to uncertainties, including the impact of COVID-19. |
Cash and cash equivalents | Cash and cash equivalents. We consider all highly liquid investments purchased with an original maturity from date of acquisition of three months or less to be cash equivalents. Other highly liquid investments considered cash equivalents with no established maturity date are fully redeemable on demand (without penalty) with settlement of principal and accrued interest on the following business day after instruction to redeem. Cash equivalent investments are readily convertible to cash with no penalty and can include certificates of deposit, commercial paper, treasury bills, money market funds and other investments. As of March 31, 2022, commercial paper cash equivalents totaled $ 15 million. We held no commercial paper as of March 31, 2021 or 2020. We determine the fair value of commercial paper using significant other observable inputs (level 2) 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. |
Allowance for doubtful accounts | Allowance for expected credit losses. We maintain allowances for expected credit losses for estimated losses resulting from the inability or unwillingness of our customers to make required payments. We base our expected credit loss model on historical experience, adjusted for current conditions and reasonable and supportable forecasts. To help mitigate the associated credit risk we perform periodic credit evaluations of our customers. |
Customer credit allowance | Customer credit allowance . We maintain allowances for estimated customer credits. Credits are typically due to the timing or amount of customer invoices processed for specific services, including professional and subscription, and maintenance coverage. In many cases, there has not been clear or timely communication of the need to adjust coverage or service at a location in advance of when we invoice for the associated coverage or service. We will issue a credit after agreeing to the service or coverage adjustment as requested by the customer within the terms of our contract. |
Inventories | Inventories. Our inventories are comprised of finished goods. Inventories are stated at the lower of cost or net realizable value, net of related reserves. The cost of inventory is computed using a weighted-average method. Our inventory is monitored to ensure appropriate valuation. Adjustments of inventories to the lower of cost or net realizable value, if necessary, are based upon contractual provisions such as turnover and assumptions about future demand and market conditions. If assumptions about future demand change and/or actual market conditions are less favorable than those projected by management, additional adjustments to inventory valuations may be required. We provide a reserve for obsolescence, which is calculated based on several factors, including an analysis of historical sales of products and the age of the inventory. Actual amounts could be different from those estimated. |
Leases | Leases. We determine if an arrangement is or contains a lease at inception. Operating leases are presented as Right-of-Use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities – current and operating lease liabilities – non-current on our Consolidated Balance Sheet. Finance leases are included in property and equipment, net and corresponding liabilities are included in finance lease obligations – current and non-current on our Consolidated Balance Sheet. ROU assets represent our right to use the underlying asset, and lease liabilities represent our obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the remaining lease payments over the lease term. We use an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since our leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that we will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. We recognize lease expense on a straight-line basis over the lease term and sublease income on a straight-line basis over the sublease term. We have lease agreements with lease and non-lease components which we account for as a single lease component. We also have leases which include variable lease payments, which are expensed as incurred. Our variable lease payments are not based on an index or rate and therefore are excluded from the calculation of lease liabilities. We have elected to not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. Our short-term leases are not material and do not have a material impact on our ROU assets or lease liabilities. Additionally, we do not have any covenants, residual value guarantees, or related party transactions associated with our lease agreements. |
Goodwill and other indefinite-lived intangible assets | Goodwill and other indefinite-lived intangible assets. Goodwill represents the excess purchase price paid over the fair value of the net assets of acquired companies. As of March 31, 2022 and 2021 , the carrying amount of goodwill was $ 32.8 million and $ 19.6 million, respectively. Goodwill is tested for impairment on an annual basis, or in interim periods if indicators of potential impairment exist, based on our one reporting unit. The Company evaluates whether goodwill is impaired by comparing its market capitalization based on its closing stock price (Level 1 input) to the book value of its equity on the annual evaluation date. Based on testing performed, the Company concluded that no impairment of its goodwill has occurred for the years ended March 31, 2022, 2021 and 2020. The Company is also required to compare the fair values of other indefinite-lived intangible assets to their carrying amounts at least annually, or when current events and circumstances require an interim assessment. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized. |
Acquired intangible assets | Acquired intangible assets. Acquired intangible assets include identifiable customer relationships, non-competition agreements, developed technology, and trade names. We amortize the cost of finite-lived identifiable intangible assets over their estimated useful lives, which are periods of 15 years or less, primarily on a straight-line basis, which we believe approximates the pattern in which the assets are utilized. The fair values assigned to identifiable intangible assets acquired in business combinations are determined primarily by using the income approach, which discounts expected future cash flows attributable to these assets to present value using estimates and assumptions determined by management. |
Long-lived assets | Long-lived assets. Property and equipment are recorded at cost. Major renewals and improvements are capitalized. Minor replacements, maintenance, repairs, and reengineering costs are expensed as incurred. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized. Depreciation and amortization are provided in amounts sufficient to amortize the cost of the assets, including assets recorded under finance leases, which make up less than one percent of total assets, over their estimated useful lives using the straight-line method. The estimated useful lives for depreciation and amortization are as follows: buildings and building improvements – 7 to 30 years ; furniture – 7 to 10 years ; equipment – 3 to 10 years ; software – 3 to 10 years ; and leasehold improvements over the shorter of the economic life or the lease term. Internal use software costs are expensed or capitalized depending on the project stage. Amounts capitalized are amortized over the estimated useful lives of the software, ranging from 3 to 10 years, beginning with the project’s completion. Depreciation for capitalized project expenditures does not begin until the underlying project is completed. We evaluate the recoverability of our long-lived assets whenever changes in circumstances or events may indicate that the carrying amounts may not be recoverable. An impairment loss is recognized in the event the carrying value of the assets exceeds the future undiscounted cash flows attributable to such assets. Our long-lived assets and impairments considerations are discussed further in Note 4, Property and Equipment, Net. |
Foreign currency translation | Foreign currency translation. The financial statements of our foreign operations are translated into U.S. dollars for financial reporting purposes. The assets and liabilities of foreign operations whose functional currencies are not in U.S. dollars are translated at the period-end exchange rates, while revenue and expenses are translated at weighted-average exchange rates during the fiscal year. The cumulative translation effects are reflected as a component of “Accumulated other comprehensive income (loss)” within shareholders’ equity in the Consolidated Balance Sheets. Gains and losses on monetary transactions denominated in other than the functional currency of an operation are reflected within “Other (income) expenses, net” in the Consolidated Statements of Operations. Foreign currency gains and losses from changes in exchange rates have not been material to our consolidated operating results. |
Revenue recognition | Revenue recognition. We derive revenue from the sale of products (i.e., software, third party hardware and operating systems), support, maintenance and subscription services and professional services. For the fiscal years 2022, 2021 and 2020, revenue from international operations was 7 % , 8 % and 9 %, respectively of total revenue. Our customer base is highly fragmented. 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 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 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 software licenses typically provide for a perpetual right to use our software. Generally, our contracts do not provide significant services of integration and customization and installation services are not required to be purchased directly from us. The software is delivered before related services are provided and is functional without professional services, updates and technical support. We have concluded that the software license is distinct as the customer can benefit from the software on its own. Software revenue is typically recognized when the software is delivered or made available for download to the customer. Revenue for hardware sales is recognized when the product is shipped to the customer and when obligations that affect the customer’s final acceptance of the arrangement have been fulfilled. 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. Support and maintenance revenue is derived from providing telephone and on-line technical support services, bug fixes, and unspecified software updates and upgrades to customers on a when-and-if-available basis. 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 support and maintenance services as a single performance obligation recognized over the term of the maintenance agreement. Our subscription service revenue is comprised of fees for contracts that provide customers a right to access our software for a subscribed period. We do not provide the customer the contractual right to license the software at any time outside of the subscription period under these contracts. The customer can only benefit from the software and software maintenance when provided the right to access the software. Accordingly, each of the rights to access the software, the maintenance services, and any hosting services is not considered a distinct performance obligation in the context of the contract and should be combined into a single performance obligation to be recognized over the contract period. 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. Professional services revenues primarily consist of fees for consulting, 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 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 derive standalone selling price (“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. |
Comprehensive income (loss) | Comprehensive income (loss). Comprehensive income (loss) is the total of net income (loss), as currently reported under GAAP, plus other comprehensive income (loss). Other comprehensive income (loss) considers the effects of additional transactions and economic events that are not required to be recorded in determining net income (loss), but rather are reported as a separate statement of comprehensive income (loss). |
Fair value measurements | Fair value measurements . We measure the fair value of financial assets and liabilities on a recurring or non-recurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. In determining fair value of financial assets and liabilities, we use various valuation techniques. |
Investments in corporate-owned life insurance policies | Investments in corporate-owned life insurance policies. Agilysys invests in corporate-owned life insurance policies, for which some are endorsement split-dollar life insurance arrangements. We entered into agreements with certain former executives, whereby we must maintain the life insurance policy for a specified amount and split a portion of the policy benefits with their respective designated beneficiary. Our investment in these corporate-owned life insurance policies were recorded at their cash surrender value, which approximates fair value at the balance sheet date. In the Consolidated Balance Sheets at the balance sheet date, the cash surrender value of $ 1.0 million for the remaining policies were held in “Other non-current assets,” and the present value of future proceeds owed to those executives’ designated beneficiary of $ 0.1 million, which approximates fair value, were recorded within “Other non-current liabilities.” Additional information regarding the investments in corporate-owned life insurance policies is provided in Note 10, Employee Benefit Plans . |
Income Taxes | Income Taxes. Income tax expense includes U.S. and foreign income taxes and is based on reported income before income taxes. We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. We recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from uncertain tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. Interest related to uncertain tax positions is recognized as part of the provision for income taxes and is accrued beginning in the period that such interest would be applicable under relevant tax law until such time that the related tax benefits are recognized. Our income taxes are described further in Note 9, Income Taxes . |
Advertising and Promotion Expense | Advertising and Promotion Expense. We expense advertising and promotion expense as incurred. Advertising and promotion expense was $ 2.6 million , $ 0.4 million and $ 2.7 million in fiscal 2022, 2021 and 2020 , respectively |
Reclassification | Reclassification. Certain prior year balances have been reclassed to conform to the current year presentation. Specifically, we reclassed certain employee benefit obligations from non-current to current liabilities. |
Adopted and Recently Issued Accounting Pronouncements | Adopted and Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities From Contracts With Customers (ASU No. 2021-08), which amends Accounting Standards Codification (ASC) 805 to require acquiring entities to apply ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) to recognize and measure contract assets and contract liabilities in a business combination. The ASU is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability as well as the payment terms and their impact on subsequent revenue recognized by the acquirer. The new standard will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We adopted ASU 2021-08 during the three months ended March 31, 2022 – see Note 15, Business Combination . In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. The new standard will be effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We adopted ASU 2020-06 as of April 1, 2021 with no impact on our condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which affects general principles within Topic 740, Income Taxes, and is meant to simplify and reduce the cost of accounting for income taxes. The new standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years . We adopted ASU 2019-12 as of April 1, 2021 with no material impact on our condensed consolidated financial statements. 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. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at March 31, 2022 and 2021 is as follows: Year ended March 31, (In thousands) 2022 2021 Furniture and equipment $ 14,632 $ 14,899 Software 16,338 16,891 Leasehold improvements 7,123 7,097 Project expenditures not yet in use 17 210 38,110 39,097 Accumulated depreciation and amortization ( 31,765 ) ( 30,308 ) Property and equipment, net $ 6,345 $ 8,789 |
Intangible Assets and Softwar_2
Intangible Assets and Software Development Costs (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The following table summarizes our intangible assets and software development costs at March 31, 2022, and 2021: March 31, 2022 March 31, 2021 Gross Net Gross Net carrying Accumulated Accumulated carrying carrying Accumulated Accumulated carrying (In thousands) amount amortization Impairment amount amount amortization impairment amount Finite-lived intangible assets: Customer relationships $ 20,391 $ ( 10,938 ) $ — $ 9,453 $ 10,775 $ ( 10,775 ) $ — $ — Non-competition agreements 3,547 ( 2,808 ) — 739 2,700 ( 2,700 ) — — Developed technology 11,224 ( 10,440 ) — 784 10,398 ( 10,398 ) — — Trade names 1,075 ( 273 ) — 802 230 ( 230 ) — — Patented technology 80 ( 80 ) — — 80 ( 80 ) — — 36,317 ( 24,539 ) — 11,778 24,183 ( 24,183 ) — — Indefinite-lived trade names 8,400 N/A — 8,400 8,400 N/A — 8,400 Total intangible assets $ 44,717 $ ( 24,539 ) $ — $ 20,178 $ 32,583 $ ( 24,183 ) $ — $ 8,400 (In thousands) Software development costs $ 67,541 $ ( 45,535 ) $ ( 22,006 ) $ — $ 67,541 $ ( 45,535 ) $ ( 22,006 ) $ — |
Schedule of estimated future amortization expense on finite-lived intangible assets | Estimated future amortization expense on finite-lived intangible assets is as follows: (In thousands) Estimated Amortization Expense Fiscal year ending March 31, 2023 $ 1,398 2024 1,293 2025 975 2026 975 2027 892 Thereafter 6,245 Total $ 11,778 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of lease expenses and other information | The components of lease expenses, which are included in operating expenses in our Consolidated Statements of Operations, were as follows: Year ended March 31, (In thousands) 2022 2021 Operating leases expense $ 4,752 $ 4,440 Finance lease expense: Amortization of ROU assets 17 26 Interest on lease liabilities 2 5 Total finance lease expense 19 31 Variable lease costs 463 443 Short term lease expense 140 120 Sublease income ( 782 ) ( 129 ) Total lease expense $ 4,592 $ 4,905 Other information related to leases for fiscal 2022 and 2021 was as follows: Year ended March 31, Supplemental cash flow information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 5,536 $ 5,987 Operating cash flows for finance leases 23 30 Financing cash flows for finance leases 19 24 ROU assets obtained in exchange for lease obligations (in thousands): Operating leases $ 1,314 $ 1,573 Weighted average remaining lease terms Operating leases 3.08 4.39 Finance leases 1.43 1.44 Weighted average discount rates Operating leases 7.62 % 10.51 % Finance leases 4.50 % 4.46 % |
Schedule of future minimum lease payments, finance leases | The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the Consolidated Balance Sheet as of March 31, 2022: (In thousands) Operating leases (1) Finance leases Fiscal year ending March 31, 2023 5,222 5 2024 2,939 2 2025 1,846 — 2026 1,319 — 2027 880 — Thereafter — — Total undiscounted future minimum lease payments 12,206 7 Less: difference between undiscounted lease payments and discounted lease ( 1,508 ) ( 1 ) Total lease liabilities $ 10,698 $ 6 (1) Non-cancellable sublease proceeds for the fiscal years ending March 31, 2023, and 2024 of $ 0.8 million and $ 0.7 million, respectively, are not included in the table above. |
Schedule of future minimum lease payments, operating leases | The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the Consolidated Balance Sheet as of March 31, 2022: (In thousands) Operating leases (1) Finance leases Fiscal year ending March 31, 2023 5,222 5 2024 2,939 2 2025 1,846 — 2026 1,319 — 2027 880 — Thereafter — — Total undiscounted future minimum lease payments 12,206 7 Less: difference between undiscounted lease payments and discounted lease ( 1,508 ) ( 1 ) Total lease liabilities $ 10,698 $ 6 (1) Non-cancellable sublease proceeds for the fiscal years ending March 31, 2023, and 2024 of $ 0.8 million and $ 0.7 million, respectively, are not included in the table above. |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow information | Additional information related to the Consolidated Statements of Cash Flows is as follows: Year ended March 31, (In thousands) 2022 2021 2020 Cash (receipts) for interest, net $ ( 47 ) $ ( 87 ) $ ( 371 ) Cash payments for income tax, net 787 459 694 Accrued capital expenditures 89 103 187 |
Additional Balance Sheet Info_2
Additional Balance Sheet Information (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Additional information related to the Condensed Consolidated Balance Sheets | Additional information related to the Consolidated Balance Sheets is as follows: (In thousands) March 31, 2022 March 31, 2021 Accrued liabilities: Salaries, wages, and related benefits $ 7,870 $ 8,608 Other taxes payable 1,994 1,796 Accrued legal settlements — 200 Severance liabilities 24 79 Professional fees 373 97 Other 291 607 Total $ 10,552 $ 11,387 Other non-current liabilities: Uncertain tax positions $ 1,154 $ 1,129 Deferred rent and asset retirement obligations 43 170 Employee benefit obligations 2,037 2,485 Other 70 73 Total $ 3,304 $ 3,857 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) from continuing operations before income taxes | For the year ended March 31, income (loss) before income taxes consisted of the following: (In thousands) 2022 2021 2020 Income (loss) before income taxes United States $ 1,598 $ ( 26,272 ) $ ( 36,373 ) Foreign 4,913 5,063 2,507 Total income (loss) before income taxes $ 6,511 $ ( 21,209 ) $ ( 33,866 ) |
Schedule of income tax (benefit) expense | For the year ended March 31, income tax expense (benefit) consisted of the following: (In thousands) 2022 2021 2020 Income tax expense (benefit) Current: Federal $ 62 $ 9 $ 59 State and local 21 30 21 Foreign 853 731 463 Deferred: Federal 12 12 11 State and local 7 32 7 Foreign ( 922 ) ( 1,022 ) ( 360 ) Total income tax expense (benefit) $ 33 $ ( 208 ) $ 201 |
Schedule of effective income tax rate reconciliation | The following table presents the principal components of the difference between the effective tax rate and the U.S. federal statutory income tax rate for the years ended March 31: (In thousands) 2022 2021 2020 Income tax expense (benefit) at the US Federal statutory rate $ 1,368 $ ( 4,454 ) $ ( 7,112 ) Benefit for state taxes ( 65 ) ( 803 ) ( 856 ) Impact of foreign operations ( 819 ) ( 841 ) ( 514 ) Indefinite life assets 19 43 19 Change in valuation allowance ( 2,623 ) 7,271 8,406 Change in liability for unrecognized tax benefits 25 26 22 Share-based compensation ( 2,018 ) ( 2,232 ) ( 312 ) Global intangible low-taxed income 971 985 460 Deferred adjustments ( 260 ) ( 478 ) — Provision to return 3,438 278 ( 35 ) Other ( 3 ) ( 3 ) 123 Total income tax expense (benefit) $ 33 $ ( 208 ) $ 201 |
Schedule of deferred tax assets and liabilities | Deferred tax assets and liabilities as of March 31, are as follows: (In thousands) 2022 2021 Deferred tax assets: Accrued liabilities $ 7,574 $ 9,141 Allowance for expected credit losses and doubtful accounts 83 279 Federal losses and credit carryforwards 50,612 51,856 Foreign losses and credit carryforwards 2,793 2,103 State losses and credit carryforwards 11,179 11,642 Deferred revenue 193 464 Property and equipment and software amortization 416 171 Operating lease liabilities 1,489 2,694 Goodwill and other intangible assets 607 1,889 Other 163 90 75,109 80,329 Less: valuation allowance ( 69,515 ) ( 74,631 ) Total 5,594 5,698 Deferred tax liabilities: Operating lease right-of-use assets ( 1,269 ) ( 2,312 ) Goodwill and other intangible assets ( 2,575 ) ( 2,514 ) Other ( 15 ) 7 Total ( 3,859 ) ( 4,819 ) Total deferred tax assets, net $ 1,735 $ 879 |
Schedule of unrecognized tax benefits rollforward | We recorded a liability for uncertain tax positions. The aggregate changes in the balance of our uncertain tax positions were as follows for the years ended March 31: (In thousands) 2022 2021 2020 Balance at April 1 $ 575 $ 575 $ 580 Reductions relating to lapse in statute — — ( 5 ) Balance at March 31 $ 575 $ 575 $ 575 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Amounts Used in Computing Earnings 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 earnings per share and the effect on earnings and the weighted average number of shares of dilutive potential common shares. Year Ended March 31, (In thousands, except per share data) 2022 2021 2020 Numerator: Net income (loss) $ 6,478 $ ( 21,001 ) $ ( 34,067 ) Series A convertible preferred stock issuance costs — ( 1,031 ) — Series A convertible preferred stock dividends ( 1,836 ) ( 1,576 ) — Net income (loss) attributable to common shareholders $ 4,642 $ ( 23,608 ) $ ( 34,067 ) Denominator: Weighted average shares outstanding - basic 24,357 23,458 23,233 Dilutive SSARs 1,063 — — Dilutive unvested restricted shares 63 — — Weighted average shares outstanding - diluted 25,483 23,458 23,233 Income (loss) per share - basic: $ 0.19 $ ( 1.01 ) $ ( 1.47 ) Income (loss) per share - diluted: $ 0.18 $ ( 1.01 ) $ ( 1.47 ) Anti-dilutive stock options, SSARs, restricted shares, 1,736 4,228 1,510 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of share-based compensation expense | The following table summarizes the share-based compensation expense for SSARs, restricted and performance awards included in the Consolidated Statements of Operations for fiscal 2022, 2021 and 2020: Year Ended March 31, (In thousands) 2022 2021 2020 Product development 8,186 21,634 2,241 Sales and marketing 1,355 4,254 321 General and administrative 5,008 14,206 2,643 Total share-based compensation expense 14,549 40,093 5,205 |
Schedule of principal assumptions utilized in valuing service condition SARs | We use a Black-Scholes-Merton option pricing model to estimate the fair value of service condition SSARs. There were no service condition SSARs granted in fiscal 2022. The following table summarizes the principal assumptions utilized in valuing service condition SSARs granted in fiscal 2021 and 2020: 2021 2020 Risk-free interest rate 0.31 % 1.38 %- 1.74 % Expected life (in years) 4 4.5 - 5 Expected volatility 42.99 % 31.7 %- 32.42 % Weighted-average grant date fair value $ 22.57 $ 10.01 We use a Lattice option pricing model to estimate the fair value of market condition SSARs. There were no market condition SSARs granted in fiscal 2022. The following table summarizes the principal valuation assumptions utilized and the resulting fair value of market condition SSARs granted in fiscal 2021 and 2020: 2021 2020 Risk-free interest rate over contractual term 0.60 % 1.40 % Expected volatility 40.00 % 31.70 % Suboptimal exercise factor 2.50x 3.0x Weighted-average grant date fair value $ 19.55 $ 9.60 |
Activity related SSARs award | The following table summarizes the activity during fiscal 2022 for SSARs awarded under the 2020 and 2016 Plans: (In thousands, except share and per share data) Number Weighted- Remaining Aggregate (per right) (in years) Outstanding at April 1, 2021 3,068,253 $ 20.90 Granted — — Exercised ( 839,068 ) 12.86 Forfeited ( 55,599 ) 20.02 Cancelled/expired ( 647 ) 14.22 Outstanding at March 31, 2022 2,172,939 $ 24.02 4.4 $ 34,454 Exercisable at March 31, 2022 1,462,262 $ 23.75 4.3 $ 23,590 Vested and expected to vest at March 31, 2022 2,172,939 $ 24.02 4.4 $ 34,454 The following table presents additional information related to SSARs activity during fiscal 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Compensation expense $ 10,030 $ 35,808 $ 1,666 Total intrinsic value of SSARs exercised $ 34,437 $ 25,153 $ 519 Total fair value of SSARs vesting $ 6,439 $ 31,380 $ 1,328 |
Activity related to restricted shares awarded by the Company | The following table summarizes the activity during the twelve months ended March 31, 2022 for restricted shares awarded under the 2020 and 2016 Plans: Number Weighted- (per share) Outstanding at April 1, 2021 132,198 $ 37.67 Granted 123,543 43.69 Vested ( 96,214 ) 36.74 Forfeited ( 10,614 ) 38.92 Outstanding at March 31, 2022 148,913 $ 43.56 |
Restricted stock award activity | The following table presents additional information related to restricted share activity during fiscal years 2022, 2021, and 2020: (In thousands) 2022 2021 2020 Compensation expense $ 4,339 $ 4,105 $ 3,232 Total fair value of restricted share vesting $ 3,297 $ 7,554 $ 3,491 |
Restricted Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of principal assumptions utilized in valuing service condition SARs | We use a Lattice option pricing model to estimate the fair value of restricted shares subject to a market condition. There were no restricted shares subject to a market condition granted in fiscal 2021 or 2020. The following table summarizes the principal valuation assumptions utilized and the resulting fair value of restricted shares subject to a market condition granted in fiscal 2022: 2022 Risk-free interest rate over contractual term 0.5 % - 0.9 % Expected volatility 54.0 % - 56.0 % Weighted-average grant date fair value $ 24.77 - $ 39.12 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Components and the allocation of the purchase price for acquisition | The following table sets forth the components and the allocation of the purchase price for our acquisition of ResortSuite: (In thousands) Total Components of Purchase Price: Cash $ 24,800 Total purchase price $ 24,800 Allocation of Purchase Price: Net tangible assets (liabilities): Accounts receivable, net $ 2,025 Other current assets, including cash acquired 519 Other assets 567 Current and other liabilities ( 768 ) Contract liabilities ( 2,835 ) Net tangible assets (liabilities) ( 492 ) Identifiable intangible assets: Customer relationships 9,634 Non-competition agreements 848 Developed technology 827 Trade names 846 Total identifiable intangible assets 12,155 Goodwill 13,137 Total purchase price allocation $ 24,800 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Textual) (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Significant Accounting Policies [Line Items] | |||
Goodwill | $ 32,759,000 | $ 19,622,000 | |
Goodwill impairment loss | $ 0 | $ 0 | $ 0 |
Intangible asset, estimated useful life | 15 years | ||
Capital lease assets as a percentage of total assets | 1.00% | ||
Revenues from international operations | 7.00% | 8.00% | 9.00% |
Aggregate cash surrender value of underlying life insurance, net of policy loans | $ 1,000,000 | $ 1,000,000 | |
Present value of future proceeds to be received under corporate life insurance policies, liability | 100,000 | 100,000 | |
Marketing and advertising expense | 2,600,000 | 400,000 | $ 2,700,000 |
Commercial paper cash equivalents | $ 15,000,000 | $ 0 | $ 0 |
Minimum [Member] | Building and Building Improvements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 7 years | ||
Minimum [Member] | Furniture [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 7 years | ||
Minimum [Member] | Equipment [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Minimum [Member] | Software and Software Development Costs [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Maximum [Member] | Building and Building Improvements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 30 years | ||
Maximum [Member] | Furniture [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 10 years | ||
Maximum [Member] | Equipment [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 10 years | ||
Maximum [Member] | Software and Software Development Costs [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 10 years |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||
Total net revenue | $ 162,636,000 | $ 137,176,000 | $ 160,757,000 |
Revenue recognized | 38,100,000 | 40,900,000 | |
Transfers to accounts receivable | 2,400,000 | 2,000 | |
Capitalized contract cost, net | 3,300,000 | 2,900,000 | |
Sales commissions and fees | 2,500,000 | 2,800,000 | |
Capitalized contract cost, amortization | 1,200,000 | 1,400,000 | |
Products [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total net revenue | 35,956,000 | 26,714,000 | 44,230,000 |
Support, Maintenance, Subscription Services, and Professional Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total net revenue | $ 126,700,000 | $ 110,500,000 | $ 116,500,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 38,110 | $ 39,097 |
Accumulated depreciation and amortization | (31,765) | (30,308) |
Property and equipment, net | 6,345 | 8,789 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,632 | 14,899 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,338 | 16,891 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,123 | 7,097 |
Project expenditures not yet in use [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 17 | $ 210 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation, including accelerated depreciation related to restructuring reserve | $ 2.2 | $ 2.8 | $ 2.6 |
Purchased for Internal-Use Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization of capitalized software | $ 1.3 | $ 2 | $ 2.5 |
Intangible Assets and Softwar_3
Intangible Assets and Software Development Costs - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 36,317 | $ 24,183 |
Accumulated amortization | (24,539) | (24,183) |
Net carrying amount | 11,778 | |
Total intangible assets, gross carrying amount | 44,717 | 32,583 |
Total intangible assets, accumulated amortization | (24,539) | (24,183) |
Intangible assets, net | 20,178 | 8,400 |
Finite lived software development costs gross | 67,541 | 67,541 |
Finite lived software development costs accumulated amortization | (45,535) | (45,535) |
Finite lived software development costs accumulated impairment | (22,006) | (22,006) |
Trade Names [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 1,075 | 230 |
Accumulated amortization, excluding accumulated impairment | (273) | (230) |
Net carrying amount, excluding accumulated impairment | 802 | |
Indefinite Lived Trade Names [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 8,400 | 8,400 |
Carrying amount, excluding accumulated impairment | 8,400 | 8,400 |
Customer Relationships [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 20,391 | 10,775 |
Accumulated amortization, excluding accumulated impairment | (10,938) | (10,775) |
Net carrying amount, excluding accumulated impairment | 9,453 | |
Non-competition Agreements [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 3,547 | 2,700 |
Accumulated amortization, excluding accumulated impairment | (2,808) | (2,700) |
Net carrying amount, excluding accumulated impairment | 739 | |
Developed Technology Rights [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 11,224 | 10,398 |
Accumulated amortization, excluding accumulated impairment | (10,440) | (10,398) |
Net carrying amount, excluding accumulated impairment | 784 | |
Patented Technology [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 80 | 80 |
Accumulated amortization, excluding accumulated impairment | $ (80) | $ (80) |
Intangible Assets and Softwar_4
Intangible Assets and Software Development Costs - Schedule of Estimated Future Amortization Expense on Finite-lived Intangible Assets (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 1,398 |
2024 | 1,293 |
2025 | 975 |
2026 | 975 |
2027 | 892 |
Thereafter | 6,245 |
Net carrying amount | $ 11,778 |
Intangible Assets and Softwar_5
Intangible Assets and Software Development Costs (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of developed technology | $ 0 | $ 0 | $ 12,561 |
Amortization of internal-use software and intangibles | 1,654 | 1,959 | 2,541 |
Finite Lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of internal-use software and intangibles | $ 400 | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | Mar. 31, 2022USD ($) |
Lessee, Lease, Description [Line Items] | |
Operating lease not yet commenced | $ 11.7 |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract | 11 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating leases expense | $ 4,752 | $ 4,440 |
Amortization of ROU assets | 17 | 26 |
Interest on lease liabilities | 2 | 5 |
Total finance lease expense | 19 | 31 |
Variable lease costs | 463 | 443 |
Short term lease expense | 140 | 120 |
Sublease income | (782) | (129) |
Total lease expense | $ 4,592 | $ 4,905 |
Leases - Other Information (Det
Leases - Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases | $ 5,536 | $ 5,987 |
Operating cash flows for finance leases | 23 | 30 |
Financing cash flows for finance leases | 19 | 24 |
ROU assets obtained in exchange for lease obligations: | ||
Operating leases | $ 1,314 | $ 1,573 |
Weighted average remaining lease terms | ||
Operating leases | 3 years 29 days | 4 years 4 months 20 days |
Finance leases | 1 year 5 months 4 days | 1 year 5 months 8 days |
Weighted average discount rates | ||
Operating leases | 7.62% | 10.51% |
Finance leases | 4.50% | 4.46% |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Finance Lease Liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) | |
Operating leases | ||
2023 | $ 5,222 | [1] |
2024 | 2,939 | [1] |
2025 | 1,846 | [1] |
2026 | 1,319 | [1] |
2027 | 880 | [1] |
Total undiscounted future minimum lease payments | 12,206 | [1] |
Less: difference between undiscounted lease payments and discounted lease liabilities | (1,508) | [1] |
Total lease liabilities | 10,698 | [1] |
Finance leases | ||
2022 | 5 | |
2023 | 2 | |
Total undiscounted future minimum lease payments | 7 | |
Less: difference between undiscounted lease payments and discounted lease liabilities | (1) | |
Total lease liabilities | $ 6 | |
[1] | Non-cancellable sublease proceeds for the fiscal years ending March 31, 2023, and 2024 of $ 0.8 million and $ 0.7 million, respectively, are not included in the table above. |
Leases - Maturities of Operat_2
Leases - Maturities of Operating and Finance Lease Liabilities (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Mar. 31, 2022USD ($) | |
Leases [Abstract] | |
Non-cancellable sublease proceeds, 2023 | $ 0.8 |
Non-cancellable sublease proceeds, 2024 | $ 0.7 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash (receipts) for interest, net | $ (47) | $ (87) | $ (371) |
Cash payments for income tax, net | 787 | 459 | 694 |
Accrued capital expenditures | $ 89 | $ 103 | $ 187 |
Additional Balance Sheet Info_3
Additional Balance Sheet Information - Schedule of Additional information related to the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Current liabilities: | ||
Salaries, wages, and related benefits | $ 7,870 | $ 8,608 |
Other taxes payable | 1,994 | 1,796 |
Accrued legal settlements | 200 | |
Severance liabilities | 24 | 79 |
Professional fees | 373 | 97 |
Other | 291 | 607 |
Total | 10,552 | 11,387 |
Liabilities Noncurrent: | ||
Uncertain tax positions | 1,154 | 1,129 |
Deferred rent and asset retirement obligations | 43 | 170 |
Employee benefit obligations | 2,037 | 2,485 |
Other | 70 | 73 |
Total | $ 3,304 | $ 3,857 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income (loss) before income taxes | |||
United States | $ 1,598 | $ (26,272) | $ (36,373) |
Foreign | 4,913 | 5,063 | 2,507 |
Income (loss) before taxes | $ 6,511 | $ (21,209) | $ (33,866) |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Current: | |||
Federal | $ 62 | $ 9 | $ 59 |
State and local | 21 | 30 | 21 |
Foreign | 853 | 731 | 463 |
Deferred: | |||
Federal | 12 | 12 | 11 |
State and local | 7 | 32 | 7 |
Foreign | (922) | (1,022) | (360) |
Total income tax expense (benefit) | $ 33 | $ (208) | $ 201 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at the US Federal statutory rate | $ 1,368 | $ (4,454) | $ (7,112) |
Benefit for state taxes | (65) | (803) | (856) |
Impact of foreign operations | (819) | (841) | (514) |
Indefinite life assets | 19 | 43 | 19 |
Change in valuation allowance | (2,623) | 7,271 | 8,406 |
Change in liability for unrecognized tax benefits | 25 | 26 | (22) |
Share-based compensation | (2,018) | (2,232) | 312 |
Global intangible low-taxed income | 971 | 985 | 460 |
Deferred adjustments | (260) | (478) | |
Provision to return | 3,438 | 278 | 35 |
Other | (3) | (3) | 123 |
Total income tax expense (benefit) | $ 33 | $ (208) | $ 201 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Deferred tax assets: | ||
Accrued liabilities | $ 7,574 | $ 9,141 |
Allowance for expected credit losses and doubtful accounts | 83 | 279 |
Federal losses and credit carryforwards | 50,612 | 51,856 |
Foreign losses and credit carryforwards | 2,793 | 2,103 |
State losses and credit carryforwards | 11,179 | 11,642 |
Deferred revenue | 193 | 464 |
Property and equipment and software amortization | 416 | 171 |
Operating lease liabilities | 1,489 | 2,694 |
Goodwill and other intangible assets | 607 | 1,889 |
Other | 163 | 90 |
Deferred tax assets, gross | 75,109 | 80,329 |
Less: valuation allowance | (69,515) | (74,631) |
Total | 5,594 | 5,698 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (1,269) | (2,312) |
Goodwill and other intangible assets | (2,575) | (2,514) |
Other | (15) | 7 |
Total | (3,859) | (4,819) |
Total deferred tax assets, net | $ 1,735 | $ 879 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Income Tax Holiday, Aggregate Dollar Amount | $ 2,600 | ||
Regular corporate income tax rate in India | 50.00% | ||
Valuation allowance | 69,515 | $ 74,631 | |
Undistributed earnings of foreign subsidiaries | 17,100 | 8,400 | |
Unrecognized tax benefits that would impact effective tax rate | 600 | ||
Interest and penalty expense (benefit) | 100 | 100 | $ 100 |
Interest and penalties accrued | $ 1,200 | $ 1,000 | |
CARES Act [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Percentage of deferral of the employer-paid portion of social security taxes due in December 31, 2022 | 50.00% | ||
Federal and State Deferred Tax Assets [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 68,600 | ||
Deferred Tax Assets in Hong Kong [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | 900 | ||
INDIA | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax | 2,000 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 196,300 | ||
Operating loss carryforwards, not subject to expiration | 42,800 | ||
Foreign Tax Authority [Member] | Hong Kong [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 400 | ||
Foreign Tax Authority [Member] | Malaysia [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 100 | ||
Foreign Tax Authority [Member] | Singapore [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 200 | ||
Foreign Tax Authority [Member] | Australia [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 100 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 166,800 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of period | $ 575 | $ 575 | $ 580 |
Reductions relating to lapse in statute | 0 | 0 | (5) |
Unrecognized tax benefits, end of period | $ 575 | $ 575 | $ 575 |
Employee Benefit Plans - Define
Employee Benefit Plans - Defined Contribution Plans (Details Textual) - 401(k) Plan [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, matching contribution cost recognized | $ 1.4 | $ 0.1 | $ 1.8 |
100% on first 1% [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contributions, percent of one dollar match for employee percentage match | 100.00% | ||
50% up to next 5% [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contributions, percent of one dollar match for employee percentage match | 50.00% |
Employee Benefit Plans - Endors
Employee Benefit Plans - Endorsement Split-Dollar Life Insurance (Details Textual) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Present value of future proceeds to be received under corporate life insurance policies, liability | $ 100,000 | $ 100,000 | |
Aggregate cash surrender value of underlying life insurance, net of policy loans | 1,000,000 | 1,000,000 | |
Gain (loss) recognized on corporate-owned life insurance policies | $ 13,000,000 | $ 31,000,000 | $ 14,000 |
Earnings per Share - Amounts Us
Earnings per Share - Amounts Used in Computing (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | |||
Net income (loss) | $ 6,478 | $ (21,001) | $ (34,067) |
Series A convertible preferred stock issuance costs | (1,031) | ||
Series A convertible preferred stock dividends | (1,836) | (1,576) | |
Net income (loss) attributable to common shareholders | $ 4,642 | $ (23,608) | $ (34,067) |
Denominator: | |||
Weighted average shares outstanding - basic | 24,357 | 23,458 | 23,233 |
Dilutive SSARs | 1,063 | ||
Dilutive unvested restricted shares | 63 | ||
Weighted average shares outstanding - diluted | 25,483 | 23,458 | 23,233 |
Income (loss) per share - basic | $ 0.19 | $ (1.01) | $ (1.47) |
Income (loss) per share - diluted | $ 0.18 | $ (1.01) | $ (1.47) |
Earnings Per Share, Diluted [Abstract] | |||
Anti-dilutive stock options, SSARs, restricted shares, performance shares and preferred shares | 1,736 | 4,228 | 1,510 |
Earnings per Share (Details Tex
Earnings per Share (Details Textual) - shares | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Incremental common shares attributable to restricted shares (in shares) | 147,973,000 | 132,198 | 208,581 |
Share-based Compensation (Detai
Share-based Compensation (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Restricted Stock [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Unrecognized stock based compensation expense related to non-vested restricted stock | $ 4,500 | ||
Weighted-average vesting period | 2 years 2 months 12 days | ||
Compensation expense | $ 4,339 | $ 4,105 | $ 3,232 |
Stock Settled Stock Appreciation Rights (SSARS) [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Shares issued from treasury shares, net of shares withheld to cover applicable exercise price of award and to cover employee's minimum applicable income taxes (in shares) | 636,238 | ||
Shares withheld to cover the employee's minimum applicable income taxes (in shares) | 31,513 | ||
Compensation expense | $ 10,030 | 35,808 | 1,666 |
Restricted Shares and Restricted Share Units [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Shares issued from treasury shares, net of shares withheld to cover applicable exercise price of award and to cover employee's minimum applicable income taxes (in shares) | 147,900 | ||
Performance Shares [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Liabilities settled through granting of performance shares | $ 200 | ||
Compensation expense | $ 200 | $ 200 | $ 200 |
Two Thousand and Sixteen Stock Incentive Plan [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Shares available for grant | 3,100,000 | ||
Two Thousand and Sixteen Stock Incentive Plan [Member] | Restricted Shares and Restricted Share Units [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Shares available for grant | 868,864 | ||
Two Thousand and Twenty Equity Incentive Plan [Member] | Restricted Shares and Restricted Share Units [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Shares authorized under 2020 Equity incentive plan | 2,250,000 | ||
Service Condition [Member] | Stock Settled Stock Appreciation Rights (SSARS) [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Unrecognized stock based compensation expense related to unvested SSARs | $ 3,800 | ||
Weighted-average vesting period | 1 year |
Share-based Compensation (Det_2
Share-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based Payment Arrangement, Noncash Expense | $ 14,549 | $ 40,093 | $ 5,205 |
Product development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Summary of share-based compensation expense | 8,186 | 21,634 | 2,241 |
Selling and marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Summary of share-based compensation expense | 1,355 | 4,254 | 321 |
General and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Summary of share-based compensation expense | $ 5,008 | $ 14,206 | $ 2,643 |
Share-based Compensation - Prin
Share-based Compensation - Principal Assumptions Utilized in Valuing Service Condition SSARs (Details) - Stock Settled Stock Appreciation Rights (SSARS) [Member] - Black Scholes Merton Option Pricing Model - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 0.31% | |
Expected life (in years) | 4 years | |
Expected volatility | 42.99% | |
Weighted average grant date fair value (in dollars per share) | $ 22.57 | $ 10.01 |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.38% | |
Expected life (in years) | 4 years 6 months | |
Expected volatility | 31.70% | |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.74% | |
Expected life (in years) | 5 years | |
Expected volatility | 32.42% |
Share-based Compensation - Pr_2
Share-based Compensation - Principal Assumptions Utilized in Valuing Market Condition SSARs (Details) - Stock Settled Stock Appreciation Rights (SSARS) [Member] - Lattice Option Pricing Model - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 0.60% | 1.40% |
Expected volatility, minimum | 40.00% | 31.70% |
Suboptimal exercise factor | 2.50x | 3.0x |
Weighted average grant date fair value (in dollars per share) | $ 19.55 | $ 9.60 |
Share-based Compensation (Det_3
Share-based Compensation (Details 2) - Stock Settled Stock Appreciation Rights (SSARS) [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Rights Outstanding at Beginning of Period | shares | 3,068,253 |
Number of Rights Granted | shares | 0 |
Number of Rights Exercised | shares | (839,068) |
Number of Rights, Forfeited | shares | (55,599) |
Number of Rights Expired | shares | (647) |
Number of Rights Outstanding at End of Period | shares | 2,172,939 |
Number of Rights Exercisable at End of Period | shares | 1,462,262 |
Number of Rights Vested and expected to vest at March 31, 2022 | shares | 2,172,939 |
Weighted Average Exercise Price Outstanding at Beginning of Period | $ / shares | $ 20.90 |
Weighted Average Exercise Price, Granted | $ / shares | 0 |
Weighted Average Exercise Price, Exercised | $ / shares | 12.86 |
Weighted Average Exercise Price, Forfeited | $ / shares | 20.02 |
Weighted Average Exercise Price, Expired | $ / shares | 14.22 |
Weighted Average Exercise Price Outstanding at End of Period | $ / shares | 24.02 |
Weighted Average Exercise Price, Exercisable at End of Period | $ / shares | 23.75 |
Weighted Average Exercise Price, Exercisable at End of Period | $ / shares | $ 24.02 |
Remaining Contractual Term Outstanding at End of Period | 4 years 4 months 24 days |
Remaining Contractual Term Exercisable at End of Period | 4 years 3 months 18 days |
Share Based Compensation Arrangement By Share Based Payment Award Vested And Expected To Vest Outstanding Remaining Contractual Term | 4 years 4 months 24 days |
Aggregate Intrinsic Value Outstanding at End of Period | $ | $ 34,454 |
Aggregate Intrinsic Value Exercisable at End of Period | $ | 23,590 |
Aggregate Intrinsic Value Exercisable at End of Period, Vested and expacted | $ | $ 34,454 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information Related to SSARs (Details) - Stock Settled Stock Appreciation Rights (SSARS) [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Summary of share-based compensation expense | $ 10,030 | $ 35,808 | $ 1,666 |
Total intrinsic value of SSARs exercised | 34,437 | 25,153 | 519 |
Total fair value of SSARs vesting | $ 6,439 | $ 31,380 | $ 1,328 |
Share-based Compensation - Pr_3
Share-based Compensation - Principal Assumptions Utilized in Valuing Market Condition Restricted Shares (Details) - Restricted Shares - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | $ 43.56 | $ 37.67 |
Minimum [Member] | Lattice Option Pricing Model | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.50% | |
Expected volatility | 54.00% | |
Weighted average grant date fair value (in dollars per share) | $ 24.77 | |
Maximum [Member] | Lattice Option Pricing Model | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.90% | |
Expected volatility | 56.00% | |
Weighted average grant date fair value (in dollars per share) | $ 39.12 |
Share-based Compensation - Rest
Share-based Compensation - Restricted Shares Rollforward (Details) - Restricted Stock [Member] | 12 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Activity Related to Restricted Shares Awarded by the Company | |
Number of Shares, Outstanding at beginning of period | shares | 132,198 |
Number of Shares, Granted | shares | 123,543 |
Number of Shares, Vested | shares | (96,214) |
Number of Shares, Forefeited | shares | (10,614) |
Number of Shares, Outstanding at end of period | shares | 148,913 |
Weighted Average Grant-Date Fair Value, Outstanding at beginning of period | $ / shares | $ 37.67 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 43.69 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 36.74 |
Weighted Average Grant Date Fair Value, Forefeited | $ / shares | 38.92 |
Weighted Average Grant-Date Fair Value, Outstanding at end of period | $ / shares | $ 43.56 |
Share-based Compensation - Ad_2
Share-based Compensation - Additional Information Related to Restricted Shares (Details) - Restricted Stock [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation expense | $ 4,339 | $ 4,105 | $ 3,232 |
Total fair value of restricted share vesting | $ 3,297 | $ 7,554 | $ 3,491 |
Preferred Stock - (Details Text
Preferred Stock - (Details Textual) $ / shares in Units, $ in Millions | May 22, 2020USD ($)shares | Mar. 31, 2022d$ / shares |
Class Of Stock [Line Items] | ||
Trading days | d | 20 | |
Consecutive trading days | d | 30 | |
Minimum percentage of common stock price to conversion price | 150.00% | |
Debt Instrument, Convertible, Earliest Date | Nov. 22, 2023 | |
Preferred stock, dividend percentage | 5.25% | |
Dividends declaration and payment terms | 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. | |
Change of Control Event Description | Upon certain change of control events involving the Company, the Company has the right, and each Holder has the right, in each case, at the initiating party’s election, to require the Company to repurchase all or a portion of its then-outstanding shares of Convertible Preferred Stock for cash consideration equal to (i) 150% of the then-current Liquidation Preference for a change of control occurring prior to the third anniversary of the date the Convertible Preferred Stock is initially issued, (ii) 125% of the then-current Liquidation Preference for a change of control occurring on or following the third anniversary and prior to the fifth anniversary of the date the Convertible Preferred Stock is initially issued and (iii) 100% of the then-current Liquidation Preference for a change of control occurring on or following the fifth anniversary of the date the Convertible Preferred Stock is initially issued. | |
Preferred stock convertible percentage of outstanding common stock | 10.00% | |
Percentage of owning in excess of outstanding share of common stock | 25.00% | |
Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Price per share | $ / shares | $ 20.1676 | |
Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Voting right description | The Holders are entitled to one vote for each share of Convertible Preferred Stock upon all matters presented to the common shareholders of the Company | |
MAK Capital One, LLC [Member] | Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock issued | shares | 1,735,457 | |
Preferred stock issued, value | $ | $ 35 | |
Payments of stock issuance costs | $ | $ 1 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ in Thousands | Jan. 05, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Business Acquisition [Line Items] | |||
Intangible asset, estimated useful life | 15 years | ||
Weighted Average Period | 12 years 8 months 12 days | ||
Goodwill | $ 32,759 | $ 19,622 | |
Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Intangible asset, estimated useful life | 5 years | ||
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Intangible asset, estimated useful life | 15 years | ||
Non-competition Agreements [Member] | |||
Business Acquisition [Line Items] | |||
Intangible asset, estimated useful life | 2 years | ||
Developed Technology [Member] | |||
Business Acquisition [Line Items] | |||
Intangible asset, estimated useful life | 5 years | ||
Resort Suite [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 22,600 | $ 24,800 | |
Acquisition date | Jan. 5, 2022 | ||
Contract Liabilities | 2,800 | ||
Goodwill | $ 13,137 | ||
Acquisition costs | 500 | ||
Revenue attributable | 1,300 | ||
Total purchase price | 24,500 | 24,800 | |
Tax Liabilities | $ 2,200 | ||
Cash received in acquisition partially offset | $ 300 |
Business Combination - Componen
Business Combination - Components And The Allocation of the Purchase Price for Acquisition (Details) - USD ($) $ in Thousands | Jan. 05, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Identifiable intangible assets: | |||
Goodwill | $ 32,759 | $ 19,622 | |
Resort Suite [Member] | |||
Components of Purchase Price : | |||
Cash | $ 22,600 | 24,800 | |
Total purchase price | $ 24,500 | 24,800 | |
Net tangible assets (liabilities): | |||
Accounts receivable, net | 2,025 | ||
Other current assets, including cash acquired | 519 | ||
Other assets | 567 | ||
Current and other liabilities | 768 | ||
Contract liabilities | (2,835) | ||
Net tangible assets (liabilities) | (492) | ||
Identifiable intangible assets: | |||
Total identifiable intangible assets | 12,155 | ||
Goodwill | 13,137 | ||
Total purchase price allocation | 24,800 | ||
Resort Suite [Member] | Trade Names [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | 846 | ||
Customer Relationships [Member] | Resort Suite [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | 9,634 | ||
Non-competition Agreements [Member] | Resort Suite [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | 848 | ||
Developed Technology [Member] | Resort Suite [Member] | |||
Identifiable intangible assets: | |||
Total identifiable intangible assets | $ 827 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Deferred Tax Valuation Allowance [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | $ 74,631 | $ 66,819 | $ 57,852 |
Charged to costs and expenses | 7,812 | 8,967 | |
Deductions | 5,116 | ||
Balance at end of year | 69,515 | 74,631 | 66,819 |
Allowance For Expected Credit Losses [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | 1,220 | ||
Charged to costs and expenses | 117 | ||
Deductions | 1,019 | ||
Balance at end of year | 318 | 1,220 | |
Allowance for Doubtful Accounts [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | $ 1,220 | 1,634 | 788 |
Charged to costs and expenses | 508 | 1,434 | |
Deductions | (922) | (588) | |
Balance at end of year | $ 1,220 | $ 1,634 |