Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2022 | Jan. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 25,208,598 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Trading Symbol | AGYS | |
Title of 12(b) Security | Common Stock, without par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-5734 | |
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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 105,818 | $ 96,971 |
Accounts receivable, net of allowance for expected credit lossesof $655 and $318, respectively | 31,953 | 25,175 |
Contract assets | 2,531 | 1,669 |
Inventories | 10,349 | 6,940 |
Prepaid expenses and other current assets | 8,432 | 5,418 |
Total current assets | 159,083 | 136,173 |
Property and equipment, net | 9,696 | 6,345 |
Operating lease right-of-use assets | 14,823 | 9,889 |
Goodwill | 33,569 | 32,759 |
Intangible assets, net | 19,165 | 20,178 |
Deferred income taxes, non-current | 2,380 | 2,664 |
Other non-current assets | 7,445 | 6,154 |
Total assets | 246,161 | 214,162 |
Accrued liabilities: | ||
Accounts payable | 9,752 | 9,766 |
Contract liabilities | 55,915 | 46,095 |
Accrued liabilities | 11,728 | 10,552 |
Operating lease liabilities, current | 3,734 | 5,049 |
Finance lease obligations, current | 3 | 4 |
Total current liabilities | 81,132 | 71,466 |
Deferred income taxes, non-current | 1,679 | 938 |
Operating lease liabilities, non-current | 12,509 | 5,649 |
Finance lease obligations, non-current | 0 | 2 |
Other non-current liabilities | 3,929 | 3,304 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common shares, without par value, at $0.30 stated value; 80,000,000 shares authorized; 31,606,831 shares issued; and 25,184,727and 24,728,532 shares outstanding at December 31, 2022 and March 31, 2022, respectively | 9,482 | 9,482 |
Treasury shares, 6,422,104 and 6,878,299 at December 31, 2022 and March 31, 2022, respectively | (1,926) | (2,063) |
Capital in excess of stated value | 56,166 | 49,963 |
Retained earnings | 49,148 | 40,018 |
Accumulated other comprehensive loss | (958) | (56) |
Total shareholders' equity | 111,912 | 97,344 |
Total liabilities and shareholders' equity | 246,161 | 214,162 |
Series A Convertible Preferred Stock [Member] | ||
Other non-current liabilities: | ||
Series A convertible preferred stock, no par value | $ 35,000 | $ 35,459 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Allowance for expected credit losses | $ 655 | $ 318 |
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 | 25,184,727 | 24,728,532 |
Treasury shares | 6,422,104 | 6,878,299 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net revenue: | ||||
Total net revenue | $ 49,920 | $ 39,460 | $ 145,168 | $ 116,078 |
Cost of goods sold: | ||||
Total cost of goods sold | 19,144 | 14,744 | 56,532 | 42,238 |
Gross profit | $ 30,776 | $ 24,716 | $ 88,636 | $ 73,840 |
Gross profit margin | 61.70% | 62.60% | 61.10% | 63.60% |
Operating expenses: | ||||
Product development | $ 12,416 | $ 11,210 | $ 36,550 | $ 34,074 |
Sales and marketing | 5,886 | 3,943 | 16,619 | 10,418 |
General and administrative | 7,928 | 6,804 | 22,850 | 20,330 |
Depreciation of fixed assets | 437 | 495 | 1,371 | 1,609 |
Amortization of internal-use software and intangibles | 430 | 267 | 1,326 | 1,077 |
Other charges | 93 | 381 | 374 | 1,187 |
Legal settlements | 104 | 4 | 104 | 371 |
Total operating expense | 27,294 | 23,104 | 79,194 | 69,066 |
Operating income | 3,482 | 1,612 | 9,442 | 4,774 |
Other (income) expense: | ||||
Interest income | (704) | (10) | (1,186) | (45) |
Interest expense | 0 | 4 | 0 | 5 |
Other (income) expense, net | (384) | 52 | (799) | 53 |
Income before taxes | 4,570 | 1,566 | 11,427 | 4,761 |
Income tax expense | 678 | 24 | 920 | 265 |
Net income | 3,892 | 1,542 | 10,507 | 4,496 |
Series A convertible preferred stock dividends | (459) | (459) | (1,377) | (1,377) |
Net income attributable to common shareholders | $ 3,433 | $ 1,083 | $ 9,130 | $ 3,119 |
Weighted average shares outstanding - basic | 24,703 | 24,477 | 24,651 | 24,315 |
Net income per share - basic: | $ 0.14 | $ 0.04 | $ 0.37 | $ 0.13 |
Weighted average shares outstanding - diluted | 26,070 | 25,392 | 25,780 | 25,327 |
Net income per share - diluted: | $ 0.13 | $ 0.04 | $ 0.35 | $ 0.12 |
Products [Member] | ||||
Net revenue: | ||||
Total net revenue | $ 10,697 | $ 8,101 | $ 32,291 | $ 24,244 |
Cost of goods sold: | ||||
Total cost of goods sold | 5,368 | 4,400 | 16,682 | 12,420 |
Subscription and maintenance [Member] | ||||
Net revenue: | ||||
Total net revenue | 30,154 | 25,136 | 86,917 | 72,371 |
Cost of goods sold: | ||||
Total cost of goods sold | 6,767 | 5,421 | 19,223 | 15,184 |
Professional services [Member] | ||||
Net revenue: | ||||
Total net revenue | 9,069 | 6,223 | 25,960 | 19,463 |
Cost of goods sold: | ||||
Total cost of goods sold | $ 7,009 | $ 4,923 | $ 20,627 | $ 14,634 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 3,892 | $ 1,542 | $ 10,507 | $ 4,496 |
Other comprehensive (loss) income, net of tax: | ||||
Unrealized foreign currency translation adjustments | (248) | 11 | (902) | 29 |
Total comprehensive income | $ 3,644 | $ 1,553 | $ 9,605 | $ 4,525 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||||
Net income | $ 3,892 | $ 1,542 | $ 10,507 | $ 4,496 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Loss on disposal of property & equipment | 0 | 123 | ||
Depreciation of fixed assets | 437 | 495 | 1,371 | 1,609 |
Amortization of internal-use software and intangibles | 430 | 267 | 1,326 | 1,077 |
Deferred income taxes | (378) | (491) | ||
Share-based compensation | 3,466 | 3,839 | 9,410 | 10,802 |
Changes in operating assets and liabilities | (4,556) | 4,199 | ||
Net cash provided by operating activities | 17,680 | 21,815 | ||
Investing activities | ||||
Capital expenditures | (3,616) | (1,078) | ||
Additional investments in corporate-owned life insurance policies | (27) | (3) | ||
Net cash used in investing activities | (3,643) | (1,081) | ||
Financing activities | ||||
Payment of preferred stock dividends | (1,836) | (1,836) | ||
Repurchase of common shares to satisfy employee tax withholding | (2,924) | (2,902) | ||
Principal payments under long-term obligations | (3) | (16) | ||
Net cash used in financing activities | (4,763) | (4,754) | ||
Effect of exchange rate changes on cash | (427) | (38) | ||
Net increase in cash and cash equivalents | 8,847 | 15,942 | ||
Cash and cash equivalents at beginning of period | 96,971 | 99,180 | ||
Cash and cash equivalents at end of period | $ 105,818 | $ 115,122 | $ 105,818 | $ 115,122 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - 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, 2021 | $ 79,876 | $ 9,482 | $ (2,278) | $ 37,257 | $ 35,376 | $ 39 |
Beginning balance (in shares) at Mar. 31, 2021 | 31,607 | (7,596) | ||||
Share-based compensation | 10,847 | 10,847 | ||||
Restricted shares issued, net | $ 31 | (31) | ||||
Restricted shares issued, net (in shares) | 103 | |||||
Shares issued upon exercise of SSARs | $ 187 | (187) | ||||
Shares issued upon exercise of SSARs (in shares) | 626 | |||||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares | (1,458) | $ (8) | (1,450) | |||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares) | (28) | |||||
Net income | 4,496 | 4,496 | ||||
Series A convertible preferred stock dividends | (1,377) | (1,377) | ||||
Unrealized translation adjustments | 29 | 29 | ||||
Ending balance at Dec. 31, 2021 | 92,413 | $ 9,482 | $ (2,068) | 46,436 | 38,495 | 68 |
Ending balance (in shares) at Dec. 31, 2021 | 31,607 | (6,895) | ||||
Beginning balance at Sep. 30, 2021 | 87,718 | $ 9,482 | $ (2,100) | 42,867 | 37,412 | 57 |
Beginning balance (in shares) at Sep. 30, 2021 | 31,607 | (7,000) | ||||
Share-based compensation | 3,794 | 3,794 | ||||
Restricted shares issued, net | $ 28 | (28) | ||||
Restricted shares issued, net (in shares) | (92) | |||||
Shares issued upon exercise of SSARs | $ 5 | (5) | ||||
Shares issued upon exercise of SSARs (in shares) | 17 | |||||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares | (193) | $ (1) | (192) | |||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares) | (4) | |||||
Net income | 1,542 | 1,542 | ||||
Series A convertible preferred stock dividends | (459) | (459) | ||||
Unrealized translation adjustments | 11 | 11 | ||||
Ending balance at Dec. 31, 2021 | 92,413 | $ 9,482 | $ (2,068) | 46,436 | 38,495 | 68 |
Ending balance (in shares) at Dec. 31, 2021 | 31,607 | (6,895) | ||||
Beginning balance at Mar. 31, 2022 | 97,344 | $ 9,482 | $ (2,063) | 49,963 | 40,018 | (56) |
Beginning balance (in shares) at Mar. 31, 2022 | 31,607 | (6,879) | ||||
Share-based compensation | 9,342 | 9,342 | ||||
Restricted shares issued, net | $ 99 | (99) | ||||
Restricted shares issued, net (in shares) | 331 | |||||
Shares issued upon exercise of SSARs | $ 55 | (55) | ||||
Shares issued upon exercise of SSARs (in shares) | 181 | |||||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares | (3,002) | $ (17) | (2,985) | |||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares) | (55) | |||||
Net income | 10,507 | 10,507 | ||||
Series A convertible preferred stock dividends | (1,377) | (1,377) | ||||
Unrealized translation adjustments | (902) | (902) | ||||
Ending balance at Dec. 31, 2022 | 111,912 | $ 9,482 | $ (1,926) | 56,166 | 49,148 | (958) |
Ending balance (in shares) at Dec. 31, 2022 | 31,607 | (6,422) | ||||
Beginning balance at Sep. 30, 2022 | 106,594 | $ 9,482 | $ (1,965) | 54,072 | 45,715 | (710) |
Beginning balance (in shares) at Sep. 30, 2022 | 31,607 | (6,550) | ||||
Share-based compensation | 3,323 | 3,323 | ||||
Restricted shares issued, net | $ 26 | (26) | ||||
Restricted shares issued, net (in shares) | 86 | |||||
Shares issued upon exercise of SSARs | $ 18 | (18) | ||||
Shares issued upon exercise of SSARs (in shares) | 58 | |||||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares | (1,190) | $ (5) | (1,185) | |||
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares) | (16) | |||||
Net income | 3,892 | 3,892 | ||||
Series A convertible preferred stock dividends | (459) | (459) | ||||
Unrealized translation adjustments | (248) | (248) | ||||
Ending balance at Dec. 31, 2022 | $ 111,912 | $ 9,482 | $ (1,926) | $ 56,166 | $ 49,148 | $ (958) |
Ending balance (in shares) at Dec. 31, 2022 | 31,607 | (6,422) |
Nature of Operations and Financ
Nature of Operations and Financial Statement Presentation | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Financial Statement Presentation | 1. Nature of Operations and Financial Statement Presentation Nature of Operations Agilysys has been a leader in hospitality software for more than 40 years, delivering innovative cloud-native SaaS and on-premise solutions for hotels, resorts and cruise lines, casinos, corporate foodservice management, restaurants, universities, stadiums, and healthcare. The Company’s software solutions include point-of-sale (POS), property management (PMS), inventory and procurement, payments, and related applications that manage and enhance the entire guest journey. Agilysys also is known for its world-class customer-centric service. Many of the top hospitality companies around the world use Agilysys solutions to improve guest loyalty, drive revenue growth, and increase operational efficiencies. Agilysys operates across North America, Europe, the Middle East, Asia-Pacific, and India, with headquarters in Alpharetta, GA. The Company has just one reportable segment serving the global hospitality industry. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include our accounts consolidated with our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on March 31st. References to a particular year refer to the fiscal year ending in March of that year. For example, fiscal 2023 refers to the fiscal year ending March 31, 2023. Our unaudited interim financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information, the instructions to the Quarterly Report on Form 10-Q (Quarterly Report) under the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 10-01 of Regulation S-X under the Exchange Act. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The Condensed Consolidated Balance Sheet as of December 31, 2022, as well as the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended December 31, 2022 and 2021, and the Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2022 and 2021, are unaudited. However, these financial statements have been prepared on the same basis as those in the audited annual financial statements. In the opinion of management, all adjustments of a recurring nature necessary to fairly state the results of operations, financial position, and cash flows have been made. These unaudited interim financial statements should be read together with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended March 31, 2022, filed with the Securities and Exchange Commission (SEC) on May 23, 2022. Use of estimates Preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates due to uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies A detailed description of our significant accounting policies can be found in the audited financial statements for the fiscal year ended March 31, 2022, included in our Annual Report on Form 10-K. There have been no material changes to our significant accounting policies from those disclosed therein. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 3. Revenue Recognition Our customary business practice is to enter into legally enforceable written contracts with our customers. The majority of our contracts are governed by a master agreement between us and the customer, which sets forth the general terms and conditions of any individual contract between the parties, which is then supplemented by a customer purchase order to specify the different goods and services, the associated prices, and any additional terms for an individual contract. Performance obligations specific to each individual contract are defined within the terms of each purchase order. Each performance obligation is identified based on the goods and services that will be transferred to our customer that are both capable of being distinct and are distinct within the context of the contract. The transaction price is determined based on the consideration to which we will be entitled and expect to receive in exchange for transferring goods or services to the customer. Typically, our contracts do not provide our customer with any right of return or refund; we do not constrain the contract price as it is probable that there will not be a significant revenue reversal due to a return or refund. Typically, our customer contracts contain one or more of the following goods or services which constitute performance obligations. Our proprietary software licenses typically provide for a perpetual right to use our software. Generally, our contracts do not provide significant services of integration, and customization and installation services are not required to be purchased directly from us. The software is delivered before related services are provided and is functional without professional services, updates and technical support. We have concluded that the software license is distinct as the customer can benefit from the software on its own. Software revenue is typically recognized when the software is delivered or made available for download to the customer. We recognize revenue for hardware sales when the product is shipped to the customer and when obligations that affect the customer's 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 are notified by the supplier that the product has been shipped. In certain limited instances, as shipping terms dictate, revenue is recognized upon receipt at the point of destination or upon installation at the customer site. Our subscription service revenue is comprised of fees for contracts that provide customers a right to access our software for a subscribed period. We do not provide the customer the contractual right to license the software at any time outside of the subscription period under these contracts. 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. We derive maintenance service revenue from providing unspecified updates, upgrades, bug fixes, and technical support services for our proprietary software. These services represent a stand-ready obligation that is concurrently delivered and has the same pattern of transfer to the customer; we account for these maintenance services as a single performance obligation. Maintenance revenue includes the same services provided by third-parties for remarketed software. We recognize substantially all maintenance revenue over the contract period of the maintenance agreement. We also recognize certain maintenance service revenue based on the volume of payment transactions processed by third parties through access to our software. Professional services revenues primarily consist of fees for consulting, 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 drive 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. Disaggregation of Revenue We derive and report our revenue from the sale of products (software licenses, third party hardware and operating systems), subscription and maintenance and professional services. Revenue recognized at a point in time (products) totaled $ 10.7 million and $ 32.3 million , and $ 8.1 million and $ 24.2 million for the three and nine months ended December 31, 2022 and 2021, respectively. Revenue recognized over time (subscription and maintenance and professional services) totaled $ 39.2 million and $ 112.9 million , and $ 31.4 million and $ 91.8 million for the three and nine months ended December 31, 2022 and 2021, respectively. Contract Balances Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when that right is conditional on something other than the passage of time. The majority of our contract assets represent unbilled amounts related to professional services. We expect billing and collection of our contract assets to occur within the next twelve months. We receive payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities represent consideration received or consideration which is unconditionally due from customers prior to transferring goods or services to the customer under the terms of the contract. Revenue recognized from amounts included in contract liabilities at the beginning of the period was $ 9.4 million and $ 7.5 million for the three months ended December 31, 2022 and 2021, respectively, and $ 44.2 million and $ 36.9 million for the nine months ended December 31, 2022 and 2021, respectively. Because the right to the transaction became unconditional, we transferred to accounts receivable from contract assets at the beginning of the period, $ 0.1 million and $ 0.1 million for the three months ended December 31, 2022 and 2021, respectively, and $ 1.7 million and $ 2.3 million for the nine months ended December 31, 2022 and 2021, respectively. Our arrangements are for a period of one year or less. As a result, unsatisfied performance obligations as of December 31, 2022 are expected to be satisfied and the allocated transaction price recognized in revenue within a period of 12 months or less. Assets Recognized from Costs to Obtain a Contract Sales commission expenses that would not have occurred absent the customer contracts are considered incremental costs to obtain a contract. We expense the incremental costs to obtain a contract as incurred when the expected benefit and amortization period is one year or less. For subscription contracts that are renewed monthly based on an agreement term, we capitalize commission expenses and amortize as we satisfy the underlying performance obligations, generally based on the contract terms and anticipated renewals. Other sales commission expenses have a period of benefit of one year or less and are therefore expensed as incurred in line with the practical expedient elected. We had $ 3.7 million and $ 3.1 million of capitalized sales incentive costs as of December 31, 2022 and 2021, respectively. These balances are included in other non-current assets on our condensed consolidated balance sheets. During the three and nine months ended December 31, 2022, we expensed $ 1.1 million and $ 2.6 million , respectively, of sales commissions, which included amortization of capitalized amounts of $ 0.3 million and $ 0.9 million , respectively. During the comparable periods ending December 31, 2021, we expensed $ 0.6 million and $ 1.8 million , respectively, of sales commissions, which included amortization of capitalized amounts of $ 0.3 million and $ 0.9 million , respectively. These expenses are included in operating expenses – sales and marketing in our condensed consolidated statement of operations. All other costs to obtain a contract are not considered incremental and therefore are expensed as incurred. |
Additional Balance Sheet Inform
Additional Balance Sheet Information | 9 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Additional Balance Sheet Information | 4. Additional Balance Sheet Information Additional information related to the condensed consolidated balance sheets is as follows: (In thousands) December 31, 2022 March 31, 2022 Accrued liabilities: Salaries, wages, and related benefits $ 7,877 $ 7,870 Other taxes payable 2,894 1,994 Professional fees 546 373 Other 411 315 Total $ 11,728 $ 10,552 Other non-current liabilities: Uncertain tax positions $ 1,173 $ 1,154 Employee benefit obligations 2,641 2,037 Other 115 113 Total $ 3,929 $ 3,304 During the nine months ended December 31, 2022 , an operating lease commenced with a lease term of approximately eleven years . Accordingly, we reported the net lease obligation in operating lease liabilities and the associated operating lease right-of-use asset in the condensed consolidated balance sheet as of December 31, 2022 . |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 9 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | 5. Supplemental Disclosures of Cash Flow Information Additional information related to the condensed consolidated statements of cash flows is as follows: Nine Months Ended December 31, (In thousands) 2022 2021 Cash (receipts) for interest, net $ ( 1,046 ) $ ( 6 ) Cash payments for income tax, net 912 631 Cash payments for operating leases 4,207 3,676 Cash payments for finance leases 4 15 Accrued capital expenditures 332 1 |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes The following table compares our income tax expense and effective tax rates for the three and nine months ended December 31, 2022 and 2021: Three Months Ended December 31, Nine Months Ended December 31, (Dollars in thousands) 2022 2021 2022 2021 Income tax expense $ 678 $ 24 $ 920 $ 265 Effective tax rate 14.8 % 1.5 % 8.1 % 5.6 % For the three and nine months ended December 31, 2022 and 2021 , respectively, the effective tax rate was different than the statutory rate due primarily to adjustments to deferred tax assets and to valuation allowances that reduce deferred tax assets and to the recording of net operating losses in a number of foreign jurisdictions offset by current year expense in other foreign jurisdictions. Our India subsidiary operates in a “Special Economic Zone (“SEZ”)”. One of the benefits associated with the SEZ is that the India subsidiary is not subject to regular India income taxes during its first five years of operations, which included fiscal 2018 through fiscal 2022. The India subsidiary is subject to 50 % of regular India income taxes during its second five years of operations, which includes fiscal 2023 through fiscal 2027. Because of our losses in prior periods, we have recorded and maintain a valuation allowance offsetting substantially all of our deferred tax assets in the U.S. and certain foreign jurisdictions, as management believes that it is more likely than not that we will not realize the benefits of these deductible differences. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Agilysys is the subject of various threatened or pending legal actions and contingencies in the normal course of conducting its business. We provide for costs related to these matters when a loss is probable, and the amount can be reasonably estimated. The effect of the outcome of these matters on our future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. While it is not possible to predict with certainty, management believes that the ultimate resolution of such individual or aggregated matters will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows. On April 6, 2012, Ameranth, Inc. filed a complaint against us in the U.S. District Court of Southern District of California alleging that certain of our products infringe patents owned by Ameranth directed to configuring and transmitting hospitality menus (e.g., restaurant menus) for display on electronic devices and synchronizing the menu content between the devices. The case against us was consolidated with similar cases brought by Ameranth against more than 30 other defendants. All but one of the patents at issue in the case were invalidated by the U.S. Court of Appeals for the Federal Circuit in 2016. In September 2018, the District Court found the one surviving Ameranth patent invalid and granted summary judgment in favor of the movant co-defendants. 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, however, Ameranth's appeal remains pending. At this time, we are not able to predict the outcome of this lawsuit. However, we dispute the allegations of wrongdoing and are vigorously defending ourselves in this matter. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. Earnings per Share The following data shows the amounts used in computing earnings per share and the effect on earnings and the weighted average number of shares of dilutive potential common shares. Three Months Ended December 31, Nine Months Ended December 31, (In thousands, except per share data) 2022 2021 2022 2021 Numerator: Net income $ 3,892 $ 1,542 $ 10,507 $ 4,496 Series A convertible preferred stock dividends ( 459 ) ( 459 ) ( 1,377 ) ( 1,377 ) Net income attributable to common shareholders $ 3,433 $ 1,083 $ 9,130 $ 3,119 Denominator: Weighted average shares outstanding - basic 24,703 24,477 24,651 24,315 Dilutive SSARs 1,149 826 996 943 Dilutive unvested restricted shares 218 89 133 69 Weighted average shares outstanding - diluted 26,070 25,392 25,780 25,327 Income per share - basic: $ 0.14 $ 0.04 $ 0.37 $ 0.13 Income per share - diluted: $ 0.13 $ 0.04 $ 0.35 $ 0.12 Anti-dilutive SSARs, restricted shares, 1,736 1,764 1,751 1,736 Basic income per share is computed as net income attributable to common shareholders divided by the weighted average basic shares outstanding. The outstanding shares used to calculate the weighted average basic shares excludes 459,306 and 231,199 of restricted shares at December 31, 2022 and 2021, respectively, as these shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic income per share at the balance sheet dates. Diluted income per share includes the effect of all potentially dilutive securities on earnings per share. We have stock-settled appreciation rights ("SSARs"), unvested restricted shares, and preferred shares that are potentially dilutive securities. When a loss is reported, the denominator of diluted earnings per share cannot be adjusted for the dilutive impact of share-based compensation grants because doing so would be anti-dilutive. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Share-based Compensation | 9. Share-based Compensation We may grant incentive stock options, non-qualified stock options, SSARs, restricted shares, and performance shares under our shareholder-approved 2020 Equity Incentive Plan ("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 ("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 aggregate number of shares 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. 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 grants included in the condensed consolidated statements of operations: Three Months Ended December 31, Nine Months Ended December 31, (In thousands) 2022 2021 2022 2021 Product development 2,108 2,217 5,770 6,033 Sales and marketing 257 345 822 1,011 General and administrative 1,101 1,277 2,818 3,758 Total share-based compensation expense 3,466 3,839 9,410 10,802 Stock-Settled Appreciation Rights SSARs are rights granted to an employee to receive value equal to the difference between the price of our common shares on the date of exercise and the exercise price. The value is settled in common shares of Agilysys, Inc. The following table summarizes the activity during the nine months ended December 31, 2022 for SSARs awarded under the 2020 and 2016 Plans: (In thousands, except share and per share data) Number of Weighted-Average Exercise Price Remaining Aggregate (per right) (in years) Outstanding at April 1, 2022 2,172,939 $ 24.02 Granted — — Exercised ( 285,909 ) 18.40 Forfeited ( 27,463 ) 20.02 Expired — — Outstanding at December 31, 2022 1,859,567 $ 24.95 3.6 $ 100,773 Exercisable at December 31, 2022 1,712,468 $ 25.12 3.6 $ 92,514 Vested and expected to vest at December 31, 2022 1,859,567 $ 24.95 3.6 $ 100,773 As of December 31, 2022, total unrecognized share-based compensation expense related to non-vested service condition SSARs was $ 0.3 million, which is expected to be recognized over a weighted-average vesting period of 0.2 years. Restricted Shares We granted shares to certain of our Directors, executives and key employees, the vesting of which is service-based. Certain restricted shares are also subject to a market condition. The following table summarizes the activity during the nine months ended December 31, 2022 for restricted shares awarded under the 2020 and 2016 Plans: Number of Shares Weighted-Average Grant-Date Fair Value (per share) Outstanding at April 1, 2022 147,973 $ 43.56 Granted 342,642 48.76 Vested ( 20,048 ) 44.00 Forfeited ( 11,261 ) 44.81 Outstanding at December 31, 2022 459,306 $ 47.41 The weighted-average grant date fair value of the restricted shares includes grants subject only to a service condition and certain grants subject to both a service condition and a market condition. As of December 31, 2022, total unrecognized share-based compensation expense related to unvested restricted shares was $ 14.2 million, which is expected to be recognized over a weighted-average vesting period of 2.5 years. Performance Shares Upon approval of the Compensation Committee of our Board of Directors, after achieving the performance conditions associated with our annual bonus plan, we granted 5,384 common shares to our Chief Executive Officer in May 2022 that vested immediately for a total value of $ 0.2 million. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | 10. Preferred Stock On May 22, 2020, we completed the sale of 1,735,457 shares of our preferred stock, without par value, designated as “Series A Convertible Preferred Stock” (the “Convertible Preferred Stock”) to MAK Capital Fund L.P. and MAK Capital Distressed Debt Fund I, LP (the “Holders”) each, in its capacity as a designee of MAK Capital One LLC (the “Purchaser”), pursuant to the terms of the Investment Agreement, dated as of May 11, 2020, between the Company and the Purchaser, for an aggregate purchase price of $ 35 million. We incurred issuance costs of $ 1.0 million. We added all issuance costs that were netted against the proceeds upon issuance of the Convertible Preferred Stock to its redemption value. As disclosed in our Annual Report for the fiscal year ended March 31, 2021, Michael Kaufman, the Chairman of the Company’s Board of Directors, is the Chief Executive Officer of MAK Capital One LLC. The Holders are entitled to dividends on the Liquidation Preference at the rate of 5.25 % per annum, payable semi-annually either (i) 50% in cash and 50% in kind as an increase in the then-current Liquidation Preference or (ii) 100% in cash, at the option of the Company. We pay dividends in the same period as declared by the Company’s Board of Directors. |
Business Combination
Business Combination | 9 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 11. Business Combination On January 5, 2022 (the acquisition date), we acquired all the issued and outstanding shares of ResortSuite Inc. (“ResortSuite”), a Canada-based fully integrated property management solutions provider focused on the complex multi-amenity and resort market. The condensed consolidated financial statements include the results of ResortSuite’s operations since the acquisition date. The acquisition extends our solutions to customers in the complex multi-amenity and resort market. The purchase price consisted of $ 22.6 million of cash paid at closing, funded from cash on hand, partially offset by $ 0.3 million of ResortSuite’s cash received in the acquisition, $ 2.2 million of cash paid in March for certain ResortSuite tax liabilities, and $ 0.4 million in cash received in January 2023 upon release of escrow funds resulting in net cash consideration of $ 24.1 million. We allocated the purchase price for ResortSuite to the intangible and certain tangible assets acquired and certain liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. We determined the fair values assigned to identifiable intangible assets acquired primarily by using the income approach, which discounts the expected future cash flows to present value using estimates and assumptions determined by management. In accordance with Accounting Standards Update (ASU) No. 2021-08, we applied Accounting Standards Codification Topic 606 to record certain customer accounts receivable and the contract liabilities assumed in the acquisition, which consisted of undelivered performance obligations under customer contracts. We adopted ASU 2021-08 early as permitted. As a result, in allocating the purchase price, we recorded $ 2.8 million of contract liabilities, representing the revenue that will be recognized as the underlying performance obligations are delivered. The following table sets forth the components and the allocation of the purchase price for our acquisition of ResortSuite: (In thousands) Total Components of Purchase Price: Cash $ 24,405 Total purchase price $ 24,405 Allocation of Purchase Price: Net tangible assets (liabilities): Accounts receivable, net $ 2,025 Other current assets, including cash acquired 519 Other assets 567 Current and other liabilities ( 768 ) Contract liabilities ( 2,835 ) Deferred income taxes, non-current ( 1,204 ) Net tangible assets (liabilities) ( 1,696 ) Identifiable intangible assets: Customer relationships 9,634 Non-competition agreements 848 Developed technology 827 Trade names 846 Total identifiable intangible assets 12,155 Goodwill 13,946 Total purchase price allocation $ 24,405 We assigned the acquired customer relationships, non-competition agreements, developed technology, and trade names estimated useful lives of 15 years , two years , five years , and five years , respectively, the weighted average of which is approximately 12.7 years. The acquired identifiable intangible assets are being amortized on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. The goodwill recognized in the ResortSuite purchase price allocation is attributable to synergies in products and technologies to serve a broader customer base, and the addition of a skilled, assembled workforce. The acquisition resulted in the recognition of $ 13.9 million of goodwill, which is expected to be deductible for income tax purposes. During the three months ended December 31, 2022 , we increased goodwill by $ 0.8 million to record deferred income tax liabilities identified during the measurement period related to Canada tax treatment of certain intangible assets and to record final working capital adjustments related to the purchase price. The Company recognized acquisition costs of $ 0.2 million related to the acquisition of ResortSuite, consisting primarily of professional fees, during the nine months ended December 31, 2022. The condensed consolidated statement of operations includes these costs in other charges. Revenue attributable to ResortSuite included in our consolidated statement of operations for the three and nine months ended December 31, 2022, respectively, was $ 1.4 million and $ 4.0 million . Effective April 1, 2022, ResortSuite became Agilysys Canada, Inc. a wholly-owned subsidiary of Agilysys, Inc. |
Additional Balance Sheet Info_2
Additional Balance Sheet Information (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Additional Information Related to the Condensed Consolidated Balance Sheets | Additional information related to the condensed consolidated balance sheets is as follows: (In thousands) December 31, 2022 March 31, 2022 Accrued liabilities: Salaries, wages, and related benefits $ 7,877 $ 7,870 Other taxes payable 2,894 1,994 Professional fees 546 373 Other 411 315 Total $ 11,728 $ 10,552 Other non-current liabilities: Uncertain tax positions $ 1,173 $ 1,154 Employee benefit obligations 2,641 2,037 Other 115 113 Total $ 3,929 $ 3,304 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow information | Additional information related to the condensed consolidated statements of cash flows is as follows: Nine Months Ended December 31, (In thousands) 2022 2021 Cash (receipts) for interest, net $ ( 1,046 ) $ ( 6 ) Cash payments for income tax, net 912 631 Cash payments for operating leases 4,207 3,676 Cash payments for finance leases 4 15 Accrued capital expenditures 332 1 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Effective tax rates from continuing operations | The following table compares our income tax expense and effective tax rates for the three and nine months ended December 31, 2022 and 2021: Three Months Ended December 31, Nine Months Ended December 31, (Dollars in thousands) 2022 2021 2022 2021 Income tax expense $ 678 $ 24 $ 920 $ 265 Effective tax rate 14.8 % 1.5 % 8.1 % 5.6 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Dec. 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. Three Months Ended December 31, Nine Months Ended December 31, (In thousands, except per share data) 2022 2021 2022 2021 Numerator: Net income $ 3,892 $ 1,542 $ 10,507 $ 4,496 Series A convertible preferred stock dividends ( 459 ) ( 459 ) ( 1,377 ) ( 1,377 ) Net income attributable to common shareholders $ 3,433 $ 1,083 $ 9,130 $ 3,119 Denominator: Weighted average shares outstanding - basic 24,703 24,477 24,651 24,315 Dilutive SSARs 1,149 826 996 943 Dilutive unvested restricted shares 218 89 133 69 Weighted average shares outstanding - diluted 26,070 25,392 25,780 25,327 Income per share - basic: $ 0.14 $ 0.04 $ 0.37 $ 0.13 Income per share - diluted: $ 0.13 $ 0.04 $ 0.35 $ 0.12 Anti-dilutive SSARs, restricted shares, 1,736 1,764 1,751 1,736 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Summary of share-based compensation expense for options | The following table summarizes the share-based compensation expense for SSARs, restricted and performance grants included in the condensed consolidated statements of operations: Three Months Ended December 31, Nine Months Ended December 31, (In thousands) 2022 2021 2022 2021 Product development 2,108 2,217 5,770 6,033 Sales and marketing 257 345 822 1,011 General and administrative 1,101 1,277 2,818 3,758 Total share-based compensation expense 3,466 3,839 9,410 10,802 |
Activity related SSARs award | The following table summarizes the activity during the nine months ended December 31, 2022 for SSARs awarded under the 2020 and 2016 Plans: (In thousands, except share and per share data) Number of Weighted-Average Exercise Price Remaining Aggregate (per right) (in years) Outstanding at April 1, 2022 2,172,939 $ 24.02 Granted — — Exercised ( 285,909 ) 18.40 Forfeited ( 27,463 ) 20.02 Expired — — Outstanding at December 31, 2022 1,859,567 $ 24.95 3.6 $ 100,773 Exercisable at December 31, 2022 1,712,468 $ 25.12 3.6 $ 92,514 Vested and expected to vest at December 31, 2022 1,859,567 $ 24.95 3.6 $ 100,773 |
Activity related to restricted shares awarded by the Company | The following table summarizes the activity during the nine months ended December 31, 2022 for restricted shares awarded under the 2020 and 2016 Plans: Number of Shares Weighted-Average Grant-Date Fair Value (per share) Outstanding at April 1, 2022 147,973 $ 43.56 Granted 342,642 48.76 Vested ( 20,048 ) 44.00 Forfeited ( 11,261 ) 44.81 Outstanding at December 31, 2022 459,306 $ 47.41 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table sets forth the components and the allocation of the purchase price for our acquisition of ResortSuite: (In thousands) Total Components of Purchase Price: Cash $ 24,405 Total purchase price $ 24,405 Allocation of Purchase Price: Net tangible assets (liabilities): Accounts receivable, net $ 2,025 Other current assets, including cash acquired 519 Other assets 567 Current and other liabilities ( 768 ) Contract liabilities ( 2,835 ) Deferred income taxes, non-current ( 1,204 ) Net tangible assets (liabilities) ( 1,696 ) Identifiable intangible assets: Customer relationships 9,634 Non-competition agreements 848 Developed technology 827 Trade names 846 Total identifiable intangible assets 12,155 Goodwill 13,946 Total purchase price allocation $ 24,405 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 49,920 | $ 39,460 | $ 145,168 | $ 116,078 |
Revenue recognized | 9,400 | 7,500 | 44,200 | 36,900 |
Transfers to accounts receivable | 100 | 100 | 1,700 | 2,300 |
Capitalized contract cost, net | 3,700 | 3,100 | 3,700 | 3,100 |
Sales commissions and fees | 1,100 | 600 | 2,600 | 1,800 |
Capitalized contract cost, amortization | 300 | 300 | 900 | 900 |
Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | 10,697 | 8,101 | 32,291 | 24,244 |
Support, Maintenance, Subscription Services, And Professional Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 39,200 | $ 31,400 | $ 112,900 | $ 91,800 |
Additional Balance Sheet Info_3
Additional Balance Sheet Information - Schedule of Additional Information Related to the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Accrued liabilities: | ||
Salaries, wages, and related benefits | $ 7,877 | $ 7,870 |
Other taxes payable | 2,894 | 1,994 |
Professional fees | 546 | 373 |
Other | 411 | 315 |
Total | 11,728 | 10,552 |
Other non-current liabilities: | ||
Uncertain tax positions | 1,173 | 1,154 |
Employee benefit obligations | 2,641 | 2,037 |
Other | 115 | 113 |
Total | $ 3,929 | $ 3,304 |
Additional Balance Sheet Info_4
Additional Balance Sheet Information - Additional Information (Details) | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | |
Operating Lease, term of contract | 11 years |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash (receipts) for interest, net | $ (1,046) | $ (6) |
Cash payments for income tax, net | 912 | 631 |
Cash payments for operating leases | 4,207 | 3,676 |
Cash payments for finance leases | 4 | 15 |
Accrued capital expenditures | $ 332 | $ 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 678 | $ 24 | $ 920 | $ 265 |
Effective tax rate | 14.80% | 1.50% | 8.10% | 5.60% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 9 Months Ended |
Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | |
Regular corporate income tax rate in India | 50% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||
Net income | $ 3,892 | $ 1,542 | $ 10,507 | $ 4,496 |
Series A convertible preferred stock dividends | (459) | (459) | (1,377) | (1,377) |
Net income attributable to common shareholders | $ 3,433 | $ 1,083 | $ 9,130 | $ 3,119 |
Denominator: | ||||
Weighted average shares outstanding - basic | 24,703 | 24,477 | 24,651 | 24,315 |
Dilutive SSARs | 1,149 | 826 | 996 | 943 |
Dilutive unvested restricted shares | 218 | 89 | 133 | 69 |
Weighted average shares outstanding - diluted | 26,070 | 25,392 | 25,780 | 25,327 |
Income per share - basic: | $ 0.14 | $ 0.04 | $ 0.37 | $ 0.13 |
Income per share - diluted: | $ 0.13 | $ 0.04 | $ 0.35 | $ 0.12 |
Earnings Per Share, Diluted [Abstract] | ||||
Anti-dilutive SSARs, restricted shares ,performance shares and preferred shares | 1,736 | 1,764 | 1,751 | 1,736 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) - shares shares in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Incremental common shares attributable to restricted shares (in shares) | 459,306 | 231,199 |
Share-based Compensation (Detai
Share-based Compensation (Details Textual) $ in Millions | 9 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Performance Share [Member] | Chief Executive Officer [Member] | |
Stock Based Compensation (Textual) [Abstract] | |
Shares available for grant | 5,384,000 |
Share-based compensation, grant date fair value | $ | $ 0.2 |
Restricted Stock [Member] | |
Stock Based Compensation (Textual) [Abstract] | |
Weighted-average vesting period | 2 years 6 months |
Unrecognized stock based compensation expense related to unvested restricted stock | $ | $ 14.2 |
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 |
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 |
Service Condition | Stock Settled Stock Appreciation Rights (SSARS) [Member] | |
Stock Based Compensation (Textual) [Abstract] | |
Unrecognized stock based compensation expense related to unvested SSARs | $ | $ 0.3 |
Weighted-average vesting period | 2 months 12 days |
Share-based Compensation (Det_2
Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 3,466 | $ 3,839 | $ 9,410 | $ 10,802 |
Product development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Summary of share-based compensation expense for options | 2,108 | 2,217 | 5,770 | 6,033 |
Selling and marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Summary of share-based compensation expense for options | 257 | 345 | 822 | 1,011 |
General and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Summary of share-based compensation expense for options | $ 1,101 | $ 1,277 | $ 2,818 | $ 3,758 |
Share-based Compensation (Det_3
Share-based Compensation (Details 2) - Stock Settled Stock Appreciation Rights (SSARS) [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Rights, Outstanding at Beginning of Period | shares | 2,172,939 |
Number of Rights Granted | shares | 0 |
Number of Rights, Exercised | shares | (285,909) |
Number of Rights, Forfeited | shares | (27,463) |
Number of Rights, Expired | shares | 0 |
Number of Rights, Outstanding at End of Period | shares | 1,859,567 |
Number of Rights, Exercisable at End of Period | shares | 1,712,468 |
Number of Rights, Vested and expected to vest at September 30, 2022 | shares | 1,859,567 |
Weighted Average Exercise Price, Outstanding at Beginning of Period | $ / shares | $ 24.02 |
Weighted Average Exercise Price, Granted | $ / shares | 0 |
Weighted Average Exercise Price, Exercised | $ / shares | 18.40 |
Weighted Average Exercise Price, Forfeited | $ / shares | 20.02 |
Weighted Average Exercise Price, Expired | $ / shares | 0 |
Weighted Average Exercise Price, Outstanding at End of Period | $ / shares | 24.95 |
Weighted Average Exercise Price, Exercisable at End of Period | $ / shares | 25.12 |
Weighted Average Exercise Price, Vested and expected to vest at End of Period | $ / shares | $ 24.95 |
Remaining Contractual Term, Outstanding at End of Period | 3 years 7 months 6 days |
Remaining Contractual Term, Exercisable at End of Period | 3 years 7 months 6 days |
Share Based Compensation Arrangement By Share Based Payment Award Vested And Expected To Vest Outstanding Remaining Contractual Term | 3 years 7 months 6 days |
Aggregate Intrinsic Value, Outstanding at End of Period | $ | $ 100,773 |
Aggregate Intrinsic Value, Exercisable at End of Period | $ | 92,514 |
Aggregate Intrinsic Value, Vested and expected to vest at End of Period | $ | $ 100,773 |
Share-based Compensation - Rest
Share-based Compensation - Restricted Shares Rollforward (Details) - Restricted Stock [Member] | 9 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Activity Related to Restricted Shares Awarded by the Company | |
Number of Shares, Outstanding at beginning of period | shares | 147,973 |
Number of Shares, Granted | shares | 342,642 |
Number of Shares, Vested | shares | (20,048) |
Number of Shares, Forfeited | shares | (11,261) |
Number of Shares, Outstanding at end of period | shares | 459,306 |
Weighted Average Grant-Date Fair Value, Outstanding at beginning of period | $ / shares | $ 43.56 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 48.76 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 44 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 44.81 |
Weighted Average Grant-Date Fair Value, Outstanding at end of period | $ / shares | $ 47.41 |
Preferred Stock - (Details Text
Preferred Stock - (Details Textual) - USD ($) $ in Millions | 9 Months Ended | |
May 22, 2020 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | ||
Preferred Stock Dividend Rate 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. | |
MAK Capital One, LLC [Member] | Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock issued | 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 | 3 Months Ended | 9 Months Ended | ||
Jan. 05, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Weighted Average Period | 12 years 8 months 12 days | |||
Goodwill | $ 33,569 | $ 33,569 | $ 32,759 | |
Increase in goodwill | 800 | |||
Business combination cash received upon escrow funds | $ 400 | |||
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 | $ 24,405 | ||
Acquisition date | Jan. 05, 2022 | |||
Contract Liabilities | 2,800 | |||
Goodwill | 13,946 | $ 13,946 | ||
Acquisition costs | 200 | 200 | ||
Revenue attributable | 1,400 | 4,000 | ||
Total purchase price | 24,100 | 24,405 | ||
Tax Liabilities | $ 2,200 | $ 1,204 | 1,204 | |
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 | 9 Months Ended | ||
Jan. 05, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | |
Net tangible assets (liabilities): | |||
Goodwill | $ 33,569 | $ 32,759 | |
Resort Suite [Member] | |||
Components of Purchase Price : | |||
Cash | $ 22,600 | 24,405 | |
Total purchase price | 24,100 | 24,405 | |
Net tangible assets (liabilities): | |||
Accounts receivable, net | 2,025 | ||
Other current assets, including cash acquired | 519 | ||
Other assets | 567 | ||
Current and other liabilities | (768) | ||
Contract liabilities | (2,835) | ||
Deferred income taxes, non-current | $ 2,200 | 1,204 | |
Net tangible assets (liabilities) | (1,696) | ||
Total identifiable intangible assets | 12,155 | ||
Goodwill | 13,946 | ||
Total purchase price allocation | 24,405 | ||
Resort Suite [Member] | Trade Names [Member] | |||
Net tangible assets (liabilities): | |||
Total identifiable intangible assets | 846 | ||
Customer Relationships [Member] | Resort Suite [Member] | |||
Net tangible assets (liabilities): | |||
Total identifiable intangible assets | 9,634 | ||
Non-competition Agreements [Member] | Resort Suite [Member] | |||
Net tangible assets (liabilities): | |||
Total identifiable intangible assets | 848 | ||
Developed Technology [Member] | Resort Suite [Member] | |||
Net tangible assets (liabilities): | |||
Total identifiable intangible assets | $ 827 |