10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2022

OR

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

For the transition period from _____ to _____

Commission File Number: 000-5734

AGILYSYS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	34-0907152
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1000 Windward Concourse, Suite 250 Alpharetta, Georgia	30005
(Address of principal executive offices)	(Zip Code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	AGYS	NASDAQ Global Market

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

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

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

Large Accelerated filer	☒	Accelerated filer	☐
Non-Accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

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

As of October 21, 2022, the registrant had 25,064,471 shares of common stock outstanding.

AGILYSYS, INC.

Table of Contents

Part I. Financial Information
	Item 1	Financial Statements (Unaudited)	3
		Condensed Consolidated Balance Sheets – September 30, 2022 (Unaudited) and March 31, 2022	3
		Condensed Consolidated Statements of Operations (Unaudited) - Three and Six Months Ended September 30, 2022 and September 30, 2021	4
		Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three and Six Months Ended September 30, 2022 and September 30, 2021	5
		Condensed Consolidated Statements of Cash Flows (Unaudited) – Three and Six Months Ended September 30, 2022 and September 30, 2021	6
		Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - Three and Six Months Ended September 30, 2022 and September 30, 2021	7
		Notes to Condensed Consolidated Financial Statements (Unaudited)	8
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	25
	Item 4	Controls and Procedures	26
Part II. Other Information
	Item 1	Legal Proceedings	27
	Item 1A	Risk Factors	27
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	27
	Item 3	Defaults Upon Senior Securities	27
	Item 4	Mine Safety Disclosures	27
	Item 5	Other Information	27
	Item 6	Exhibits	28
Signatures			29

2

AGILYSYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)	September 30, 2022 (Unaudited)			March 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	96,196		$	96,971
Accounts receivable, net of allowance for expected credit losses    of $452 and $318, respectively		21,030			25,175
Contract assets		3,712			1,669
Inventories		9,659			6,940
Prepaid expenses and other current assets		5,830			5,418
Total current assets		136,427			136,173
Property and equipment, net		6,288			6,345
Operating lease right-of-use assets		15,715			9,889
Goodwill		32,759			32,759
Intangible assets, net		19,492			20,178
Deferred income taxes, non-current		2,789			2,664
Other non-current assets		7,296			6,154
Total assets	$	220,766		$	214,162
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	10,428		$	9,766
Contract liabilities		37,560			46,095
Accrued liabilities		9,959			10,552
Operating lease liabilities, current		4,104			5,049
Finance lease obligations, current		3			4
Total current liabilities		62,054			71,466
Deferred income taxes, non-current		948			938
Operating lease liabilities, non-current		11,882			5,649
Finance lease obligations, non-current		—			2
Other non-current liabilities		3,829			3,304
Commitments and contingencies
Series A convertible preferred stock, no par value		35,459			35,459
Shareholders' equity:
Common shares, without par value, at $0.30 stated value; 80,000,000    shares authorized; 31,606,831 shares issued; and 25,058,198    and 24,728,532 shares outstanding at September 30, 2022    and March 31, 2022, respectively		9,482			9,482
Treasury shares, 6,548,633 and 6,878,299 at September 30, 2022    and March 31, 2022, respectively		(1,965	)		(2,063	)
Capital in excess of stated value		54,072			49,963
Retained earnings		45,715			40,018
Accumulated other comprehensive loss		(710	)		(56	)
Total shareholders' equity		106,594			97,344
Total liabilities and shareholders' equity	$	220,766		$	214,162

See accompanying notes to unaudited condensed consolidated financial statements.

3

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended September 30,						Six Months Ended September 30,
(In thousands, except per share data)	2022			2021			2022			2021
Net revenue:
Products	$	10,548		$	7,299		$	21,594		$	16,143
Subscription and maintenance		29,036			24,027			56,763			47,234
Professional services		8,158			6,566			16,891			13,240
Total net revenue		47,742			37,892			95,248			76,617
Cost of goods sold:
Products		5,434			3,660			11,314			8,020
Subscription and maintenance		6,170			5,019			12,456			9,763
Professional services		6,773			4,958			13,618			9,711
Total cost of goods sold		18,377			13,637			37,388			27,494
Gross profit		29,365			24,255			57,860			49,123
Gross profit margin		61.5	%		64.0	%		60.7	%		64.1	%
Operating expenses:
Product development		12,577			11,379			24,134			22,864
Sales and marketing		5,320			3,423			10,733			6,475
General and administrative		7,570			6,523			14,922			13,526
Depreciation of fixed assets		461			548			934			1,114
Amortization of internal-use software and intangibles		443			345			896			810
Other charges		67			580			281			805
Legal settlements		—			337			—			367
Total operating expense		26,438			23,135			51,900			45,961
Operating income		2,927			1,120			5,960			3,162
Other (income) expense:
Interest income		(380	)		(14	)		(482	)		(35	)
Interest expense		1			1			1			2
Other (income) expense, net		(112	)		103			(414	)		—
Income before taxes		3,418			1,030			6,855			3,195
Income tax (benefit) expense		(158	)		48			240			241
Net income	$	3,576		$	982		$	6,615		$	2,954
Series A convertible preferred stock dividends		(459	)		(459	)		(918	)		(918	)
Net income attributable to common shareholders	$	3,117		$	523		$	5,697		$	2,036
Weighted average shares outstanding - basic		24,652			24,451			24,625			24,233
Net income per share - basic:	$	0.13		$	0.02		$	0.23		$	0.08
Weighted average shares outstanding - diluted		25,783			25,409			25,591			25,296
Net income per share - diluted:	$	0.12		$	0.02		$	0.22		$	0.08

See accompanying notes to unaudited condensed consolidated financial statements.

4

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended September 30,					Six months ended September 30,
(In thousands)	2022			2021		2022			2021
Net income		3,576		$	982		6,615		$	2,954
Other comprehensive (loss) income, net of tax:
Unrealized foreign currency translation adjustments		(256	)		20		(654	)		18
Total comprehensive income	$	3,320		$	1,002	$	5,961		$	2,972

See accompanying notes to unaudited condensed consolidated financial statements.

5

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	September 30,
(In thousands)	2022			2021
Operating activities
Net income	$	6,615		$	2,954
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on disposal of property & equipment		—			123
Depreciation of fixed assets		934			1,114
Amortization of internal-use software and intangibles		896			810
Deferred income taxes		(306	)		(303	)
Share-based compensation		5,944			6,963
Changes in operating assets and liabilities		(10,966	)		12
Net cash provided by operating activities		3,117			11,673
Investing activities
Capital expenditures		(797	)		(786	)
Additional investments in corporate-owned life insurance policies		(2	)		(2	)
Net cash used in investing activities		(799	)		(788	)
Financing activities
Payment of preferred stock dividends		(918	)		(918	)
Repurchase of common shares to satisfy employee tax withholding		(1,455	)		(2,709	)
Principal payments under long-term obligations		(2	)		(11	)
Net cash used in financing activities		(2,375	)		(3,638	)
Effect of exchange rate changes on cash		(718	)		(38	)
Net (decrease) increase in cash and cash equivalents		(775	)		7,209
Cash and cash equivalents at beginning of period		96,971			99,180
Cash and cash equivalents at end of period	$	96,196		$	106,389

See accompanying notes to unaudited condensed consolidated financial statements.

6

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

	Three Months Ended September 30, 2022
	Common Shares										Capital in						Accumulated
	Issued				In Treasury						excess of						other
(In thousands, except share data)	Shares		Stated value		Shares			Stated value			Stated value			Retained earnings			comprehensive income (loss)			Total
Balance at June 30, 2022		31,607	$	9,482		(6,582	)	$	(1,974	)	$	51,624		$	42,598		$	(454	)	$	101,276
Share-based compensation		—		—		—			—			3,396			—			—			3,396
Restricted shares issued, net		—		—		(5	)		(2	)		2			—			—			—
Shares issued upon exercise of SSARs		—		—		54			16			(16	)		—			—			—
Shares withheld for taxes upon    exercise of SSARs or vesting    of restricted shares		—		—		(17	)		(5	)		(934	)		—			—			(939	)
Net income		—		—		—			—			—			3,576			—			3,576
Series A convertible preferred stock dividends		—		—		—			—			—			(459	)		—			(459	)
Unrealized translation adjustments		—		—		—			—			—			—			(256	)		(256	)
Balance at September 30, 2022		31,607	$	9,482		(6,550	)	$	(1,965	)	$	54,072		$	45,715		$	(710	)	$	106,594
	Three Months Ended September 30, 2021
	Common Shares										Capital in						Accumulated
	Issued				In Treasury						excess of						other
(In thousands, except share data)	Shares		Stated value		Shares			Stated value			Stated value			Retained earnings			comprehensive income (loss)			Total
Balance at June 30, 2021		31,607	$	9,482		(7,038	)	$	(2,111	)	$	40,190		$	36,889		$	37		$	84,487
Share-based compensation		—		—		—			—			3,327			—			—			3,327
Restricted shares issued, net		—		—		1			—			—			—			—			—
Shares issued upon exercise of SSARs		—		—		51			15			(15	)		—			—			—
Shares withheld for taxes upon    exercise of SSARs or vesting    of restricted shares		—		—		(14	)		(4	)		(635	)		—			—			(639	)
Net income		—		—		—			—			—			982			—			982
Series A convertible preferred stock dividends		—		—		—			—			—			(459	)		—			(459	)
Unrealized translation adjustments		—		—		—			—			—			—			20			20
Balance at September 30, 2021		31,607	$	9,482		(7,000	)	$	(2,100	)	$	42,867		$	37,412		$	57		$	87,718
	Six Months Ended September 30, 2022
	Common Shares										Capital in						Accumulated
	Issued				In Treasury						excess of						other
(In thousands, except share data)	Shares		Stated value		Shares			Stated value			Stated value			Retained earnings			comprehensive income (loss)			Total
Balance at March 31, 2022		31,607	$	9,482		(6,879	)	$	(2,063	)	$	49,963		$	40,018		$	(56	)	$	97,344
Share-based compensation		—		—		—			—			6,019			—			—			6,019
Restricted shares issued, net		—		—		245			73			(73	)		—			—			—
Shares issued upon exercise of SSARs		—		—		123			37			(37	)		—			—			—
Shares withheld for taxes upon    exercise of SSARs or vesting    of restricted shares		—		—		(39	)		(12	)		(1,800	)		—			—			(1,812	)
Net income		—		—		—			—			—			6,615			—			6,615
Series A convertible preferred stock dividends		—		—		—			—			—			(918	)		—			(918	)
Unrealized translation adjustments		—		—		—			—			—			—			(654	)		(654	)
Balance at September 30, 2022		31,607	$	9,482		(6,550	)	$	(1,965	)	$	54,072		$	45,715		$	(710	)	$	106,594
	Six Months Ended September 30, 2021
	Common Shares										Capital in						Accumulated
	Issued				In Treasury						excess of						other
(In thousands, except share data)	Shares		Stated value		Shares			Stated value			Stated value			Retained earnings			comprehensive income (loss)			Total
Balance at March 31, 2021		31,607	$	9,482		(7,596	)	$	(2,278	)	$	37,257		$	35,376		$	39		$	79,876
Share-based compensation		—		—		—			—			7,053			—			—			7,053
Restricted shares issued, net		—		—		11			3			(3	)		—			—			—
Shares issued upon exercise of SSARs		—		—		609			182			(182	)		—			—			—
Shares withheld for taxes upon    exercise of SSARs or vesting    of restricted shares		—		—		(24	)		(7	)		(1,258	)		—			—			(1,265	)
Net income		—		—		—			—			—			2,954			—			2,954
Series A convertible preferred stock dividends		—		—		—			—			—			(918	)		—			(918	)
Unrealized translation adjustments		—		—		—			—			—			—			18			18
Balance at September 30, 2021		31,607	$	9,482		(7,000	)	$	(2,100	)	$	42,867		$	37,412		$	57		$	87,718

See accompanying notes to unaudited condensed consolidated financial statements.

7

AGILYSYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of Operations and Financial Statement Presentation

Nature of Operations

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

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

COVID-19 Pandemic

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

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

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include our accounts consolidated with our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on March 31st. References to a particular year refer to the fiscal year ending in March of that year. For example, fiscal 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 September 30, 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 six months ended September 30, 2022 and 2021, and the Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 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

8

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

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.

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.

9

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 $10.5 million and $21.6 million, and $7.3 million and $16.1 million for the three and six months ended September 30, 2022 and 2021, respectively. Revenue recognized over time (subscription and maintenance and professional services) totaled $37.2 million and $73.7 million, and $30.6 million and $60.5 million for the three and six months ended September 30, 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 $13.9 million and $12.2 million for the three months ended September 30, 2022 and 2021, respectively, and $34.7 million and $29.6 million for the six months ended September 30, 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 September 30, 2022 and 2021, respectively, and $1.6 million and $2.3 million for the six months ended September 30, 2022 and 2021, respectively.

Our arrangements are for a period of one year or less. As a result, unsatisfied performance obligations as of September 30, 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 $3.4 million and $3.1 million of capitalized sales incentive costs as of September 30, 2022 and 2021, respectively. These balances are included in other non-current assets on our condensed consolidated balance sheets. During the three and six months ended September 30, 2022, we expensed $0.8 million and $1.5 million, respectively, of sales commissions, which included amortization of capitalized amounts of $0.3 million and $0.6 million, respectively. During the comparable periods ending September 30, 2021, we expensed $0.5 million and $1.2 million, respectively, of sales commissions, which included amortization of capitalized amounts of $0.3 million and $0.6 million, respectively. These expenses are included in operating expenses – sales and marketing in our condensed consolidated statement of operations. All other costs to obtain a contract are not considered incremental and therefore are expensed as incurred.

10

4. Additional Balance Sheet Information

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

(In thousands)	September 30, 2022		March 31, 2022
Accrued liabilities:
Salaries, wages, and related benefits	$	7,650	$	7,870
Other taxes payable		1,745		1,994
Professional fees		242		373
Other		322		315
Total	$	9,959	$	10,552
Other non-current liabilities:
Uncertain tax positions	$	1,166	$	1,154
Deferred rent and asset retirement obligations		43		43
Employee benefit obligations		2,548		2,037
Other		72		70
Total	$	3,829	$	3,304

During the three months ended September 30, 2022, an operating lease commenced with a lease term of approximately eleven years. Accordingly, we recorded 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 September 30, 2022.

5. Supplemental Disclosures of Cash Flow Information

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

	Six Months Ended September 30,
(In thousands)		2022			2021
Cash (receipts) for interest, net	$	(407	)	$	(13	)
Cash payments for income tax, net		624			439
Cash payments for operating leases		2,619			2,308
Cash payments for finance leases		3			10
Accrued capital expenditures		270			45

6. Income Taxes

The following table compares our income tax expense and effective tax rates for the three and six months ended September 30, 2022 and 2021:

	Three Months Ended September 30,						Six Months Ended September 30,
(Dollars in thousands)	2022			2021			2022			2021
Income tax (benefit) expense	$	(158	)	$	48		$	240		$	241
Effective tax rate		(4.6	)%		4.7	%		3.5	%		7.5	%

For the three and six months ended September 30, 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

11

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.

The Coronavirus Aid, Relief, and Economic Security Act (“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.

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.

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 September 30,						Six Months Ended September 30,
(In thousands, except per share data)	2022			2021			2022			2021
Numerator:
Net income	$	3,576		$	982		$	6,615		$	2,954
Series A convertible preferred stock dividends		(459	)		(459	)		(918	)		(918	)
Net income attributable to common shareholders	$	3,117		$	523		$	5,697		$	2,036
Denominator:
Weighted average shares outstanding - basic		24,652			24,451			24,625			24,233
Dilutive SSARs		992			892			881			1,005
Dilutive unvested restricted shares		139			66			85			58
Weighted average shares outstanding - diluted		25,783			25,409			25,591			25,296
Income per share - basic:	$	0.13		$	0.02		$	0.23		$	0.08
Income per share - diluted:	$	0.12		$	0.02		$	0.22		$	0.08
Anti-dilutive SSARs, restricted shares,    performance shares and preferred shares		1,735			1,735			1,736			1,735

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 377,491 and 139,332 of restricted

12

shares at September 30, 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.

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 September 30,				Six Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Product development		2,141		1,751		3,662		3,816
Sales and marketing		290		335		565		666
General and administrative		1,025		1,256		1,717		2,481
Total share-based compensation expense		3,456		3,342		5,944		6,963

Stock-Settled Appreciation Rights

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

13

The following table summarizes the activity during the six months ended September 30, 2022 for SSARs awarded under the 2020 and 2016 Plans:

(In thousands, except share and per share data)	Number of Rights			Weighted-Average Exercise Price		Remaining Contractual Term		Aggregate Intrinsic Value
				(per right)		(in years)
Outstanding at April 1, 2022		2,172,939		$	24.02
Granted		—			—
Exercised		(201,612	)		17.77
Forfeited		(24,762	)		20.02
Expired		—			—
Outstanding at September 30, 2022		1,946,565		$	24.72		3.9	$	59,618
Exercisable at September 30, 2022		1,619,517		$	24.82		3.8	$	49,439
Vested and expected to vest at September 30, 2022		1,946,565		$	24.72		3.9	$	59,618

As of September 30, 2022, total unrecognized share-based compensation expense related to non-vested service condition SSARs was $1.0 million, which is expected to be recognized over a weighted-average vesting period of 0.5 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 six months ended September 30, 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		253,968			42.94
Vested		(15,878	)		44.70
Forfeited		(8,572	)		44.67
Outstanding at September 30, 2022		377,491		$	43.09

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 September 30, 2022, total unrecognized share-based compensation expense related to unvested restricted shares was $11.2 million, which is expected to be recognized over a weighted-average vesting period of 2.4 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.

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.

14

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

11. Business Combination

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

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

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

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

(In thousands)	Total
Components of Purchase Price:
Cash	$	24,800
Total purchase price	$	24,800
Allocation of Purchase Price:
Net tangible assets (liabilities):
Accounts receivable, net	$	2,025
Other current assets, including cash acquired		519
Other assets		567
Current and other liabilities		(768	)
Contract liabilities		(2,835	)
Net tangible assets (liabilities)		(492	)
Identifiable intangible assets:
Customer relationships		9,634
Non-competition agreements		848
Developed technology		827
Trade names		846
Total identifiable intangible assets		12,155
Goodwill		13,137
Total purchase price allocation	$	24,800

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

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

15

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

Revenue attributable to ResortSuite included in our consolidated statement of operations for the three and six months ended September 30, 2022, respectively, was $1.3 million and $2.6 million. Net income was not material.

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

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

16

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

In “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), management explains the general financial condition and results of operations for Agilysys and subsidiaries including:

— what factors affect our business;

— what our earnings and costs were;

— why those earnings and costs were different from the year before;

— where the earnings came from;

— how our financial condition was affected; and

— where the cash will come from to fund future operations.

The MD&A analyzes changes in specific line items in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows and provides information that management believes is important to assessing and understanding our consolidated financial condition and results of operations. This Quarterly Report on Form 10-Q updates information included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the Securities and Exchange Commission (SEC). This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes that appear in Item 1 of this Quarterly Report as well as our Annual Report for the year ended March 31, 2022. Information provided in the MD&A may include forward-looking statements that involve risks and uncertainties. Many factors could cause actual results to be materially different from those contained in the forward-looking statements. See “Forward-Looking Information” on page 24 of this Quarterly Report, Item 1A "Risk Factors" in Part II of this Quarterly Report, and Item 1A “Risk Factors” in Part I of our Annual Report for the fiscal year ended March 31, 2022 for additional information concerning these items. Management believes that this information, discussion, and disclosure is important in making decisions about investing in Agilysys.

Overview

Recent Developments

COVID-19 Pandemic

The World Health Organization declared COVID-19 a pandemic on March 11, 2020. COVID-19 has had a significant impact on our business since that time. The extent to which COVID-19 will continue impacting our financial condition and results of operations remains uncertain and depends on various factors, including the ongoing or recurring impact on our customers, partners, and vendors and on the operation of the global markets in general. Because an increasing portion of our business is based on a subscription model, the effect of COVID-19 on our results of operations may also not be fully reflected for some time.

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

Our Business

Agilysys is well known for its long heritage of hospitality-focused technology innovation. The Company delivers modular and integrated software solutions and expertise to businesses seeking to maximize Return on Experience (ROE) through hospitality encounters that are both personal and profitable. Over time, customers achieve High Return Hospitality by consistently delighting guests, retaining staff and growing margins. Customers around the world include: branded and independent hotels; multi-amenity resort properties; casinos; property, hotel and resort management companies; cruise lines; corporate dining providers; higher education campus dining providers; food service management companies; hospitals; lifestyle communities; senior living facilities; stadiums; and theme parks. The Agilysys Hospitality Cloud™ combines core operational systems for property management (PMS), point-of-sale (POS) and Inventory and Procurement (I&P) with Experience Enhancers™ that meaningfully improve interactions for guests and for employees across dimensions such as digital access, mobile convenience, self-service control, personal choice, payment options, service coverage and real-time insights to improve decisions. Core solutions and Experience Enhancers are selectively combined in Hospitality Solution Studios™ tailored to specific hospitality settings and business needs.

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

17

Our top priority is increasing shareholder value by improving operating and financial performance and profitably growing the business through superior products and services. To that end, we expect to invest a certain portion of our cash on hand to fund enhancements to existing software products, to develop and market new software products, and to expand our customer breadth, both vertically and geographically.

Our strategic plan specifically focuses on:

•Putting the customer first

•Focusing on product innovation and development

•Improving our liquidity

•Increasing organizational efficiency and teamwork

•Developing our employees and leaders

•Growing revenue by improving the breadth and depth of our product set across both point-of-sale and property management applications

•Growing revenue through international expansion

The primary objective of our ongoing strategic planning process is to create shareholder value by capitalizing on growth opportunities, increasing profitability and strengthening our competitive position within the specific technology solutions and end markets we serve. Profitability and industry-leading growth will be achieved through tighter management of operating expenses and sharpening the focus of our investments to concentrate on growth opportunities that offer the highest returns.

Revenue - Defined

As required by the SEC, we separately present revenue earned as products revenue, subscription and maintenance revenue or professional services revenue in our condensed consolidated statements of operations. In addition to the SEC requirements, we may, at times, also refer to revenue as defined below. The terminology, definitions, and applications of terms we use to describe our revenue may be different from those used by other companies and caution should be used when comparing these financial measures to those of other companies. We use the following terms to describe revenue:

•Revenue – We present revenue net of sales returns and allowances.

•Products revenue – Revenue earned from the delivery of software licenses, third party hardware and operating systems.

•Subscription and maintenance revenue – Revenue earned from the ongoing delivery of software updates, upgrades, bug fixes and technical support over the period covered by subscription or maintenance agreements with our customers for both proprietary and remarketed solutions.

•Professional services revenue – Revenue earned from the delivery of implementation, integration and installation services for proprietary and remarketed solutions.

18

Results of Operations

Second Fiscal Quarter 2023 Compared to Second Fiscal Quarter 2022

Net Revenue and Operating Income

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

	Three Months Ended September 30,						Increase (decrease)
(Dollars in thousands)	2022			2021			$			%
Net revenue:
Products	$	10,548		$	7,299		$	3,249			44.5	%
Subscription and maintenance		29,036			24,027			5,009			20.8	%
Professional services		8,158			6,566			1,592			24.2	%
Total net revenue		47,742			37,892			9,850			26.0	%
Cost of goods sold:
Products		5,434			3,660			1,774			48.5	%
Subscription and maintenance		6,170			5,019			1,151			22.9	%
Professional services		6,773			4,958			1,815			36.6	%
Total cost of goods sold		18,377			13,637			4,740			34.8	%
Gross profit	$	29,365		$	24,255		$	5,110			21.1	%
Gross profit margin		61.5	%		64.0	%
Operating expenses:
Product development	$	12,577		$	11,379		$	1,198			10.5	%
Sales and marketing		5,320			3,423			1,897			55.4	%
General and administrative		7,570			6,523			1,047			16.1	%
Depreciation of fixed assets		461			548			(87	)		(15.9	)%
Amortization of internal-use software and intangibles		443			345			98			28.4	%
Other charges		67			580			(513	)	nm
Legal settlements		-			337			(337	)	nm
Operating income	$	2,927		$	1,120		$	1,807			161.3	%
Operating income percentage		6.1	%		3.0	%

nm - not meaningful

19

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

	Three Months Ended September 30,
	2022			2021
Net revenue:
Products		22.1	%		19.3	%
Subscription and maintenance		60.8			63.4
Professional services		17.1			17.3
Total net revenue		100.0	%		100.0	%
Cost of goods sold:
Products		11.4	%		9.7	%
Subscription and maintenance		12.9			13.2
Professional services		14.2			13.1
Total net cost of goods sold		38.5	%		36.0	%
Gross profit		61.5	%		64.0	%
Operating expenses:
Product development		26.3	%		30.0	%
Sales and marketing		11.2			9.0
General and administrative		15.9			17.2
Depreciation of fixed assets		1.0			1.5
Amortization of internal-use software and intangibles		0.9			0.9
Other charges		0.1			1.5
Legal settlements		-			0.9
Operating income		6.1	%		3.0	%

Net revenue. Total net revenue increased $9.9 million, or 26.0%, during the second quarter of fiscal 2023 compared to the second quarter of fiscal 2022. Products revenue increased $3.2 million, or 44.5%, due to higher sales and deliveries to new customers and expansion with existing customers. Subscription and maintenance revenue increased $5.0 million, or 20.8%, compared to the second quarter of fiscal 2022 driven by continued growth in subscription-based service revenue, which increased 28.6% during the second quarter of fiscal 2023 compared to the second quarter of fiscal 2022. Professional services revenue increased $1.6 million, or 24.2%, due to higher sales and service activity as our new and existing customers continue implementing technology to improve their operations.

Gross profit and gross profit margin. Our total gross profit increased $5.1 million, or 21.1%, during the second quarter of fiscal 2023 and total gross profit margin decreased from 64.0% to 61.5% compared to the second quarter of fiscal 2022 driven by changes in the composition of revenue by category. Products gross profit increased $1.5 million, or 40.5%, and products gross profit margin decreased from 49.9% to 48.5% due to the composition of hardware products delivered. Subscription and maintenance gross profit increased $3.9 million, or 20.3%, and gross profit margin decreased from 79.1% to 78.8% as certain variable costs increased ahead of related revenue. Professional services gross profit margin decreased from 24.5% to 17.0% reflecting lower utilization rates due to higher non-billable hours on new, more complex multi-solution implementations.

Operating expenses

Operating expenses, excluding other charges and legal settlements, increased $4.2 million, or 18.7%, during the second quarter of fiscal 2023 compared with the second quarter of fiscal 2022.

Product development. Product development increased $1.2 million, or 10.5%, in the second quarter of fiscal 2023 compared with the second quarter of fiscal 2022 due to hiring and increased salary rates across our development teams.

Sales and marketing. Sales and marketing increased $1.9 million, or 55.4%, in the second quarter of fiscal 2023 compared with the second quarter of fiscal 2022 due to various sales and marketing investments including several key hires, significantly higher levels of marketing event and trade show activity and increased commission expense on higher sales activity.

General and administrative. General and administrative increased $1.0 million, or 16.1%, in the second quarter of fiscal 2023 compared with the second quarter of fiscal 2022 due to hiring and increased salary rates across our administrative teams including information security, information technology, and business operations.

20

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

Other (Income) Expenses

	Three Months Ended September 30,						(Unfavorable) favorable
(Dollars in thousands)	2022			2021			$		%
Other (income) expense:
Interest income	$	(380	)	$	(14	)	$	366	nm
Interest expense		1			1			—	nm
Other (income) expense, net		(112	)		103			215	nm
Total other (income) expense, net	$	(491	)	$	90		$	581	nm

nm - not meaningful

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

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

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

Income Taxes

	Three Months Ended September 30,						(Unfavorable) favorable
(Dollars in thousands)	2022			2021			$		%
Income tax (benefit) expense	$	(158	)	$	48		$	206		429.2	%
Effective tax rate		(4.6	)%		4.7	%

nm - not meaningful

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

Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months an immaterial reduction in unrecognized tax benefits may occur based on the outcome of tax examinations and as a result of the expiration of various statutes of limitations. We are consistently subject to tax audits; due to the nature of examinations in multiple jurisdictions, changes could occur in the amount of gross unrecognized tax benefits during the next 12 months which cannot be estimated at this time.

The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Because of our losses in prior periods, we have recorded a valuation allowance offsetting substantially all of our 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.

21

Results of Operations

First Half Fiscal 2023 Compared to First Half Fiscal 2022

Net Revenue and Operating Income

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

	Six Months Ended September 30,						Increase (decrease)
(Dollars in thousands)	2022			2021			$			%
Net revenue:
Products	$	21,594		$	16,143		$	5,451			33.8	%
Subscription and maintenance		56,763			47,234			9,529			20.2	%
Professional services		16,891			13,240			3,651			27.6	%
Total net revenue		95,248			76,617			18,631			24.3	%
Cost of goods sold:
Products		11,314			8,020			3,294			41.1	%
Subscription and maintenance		12,456			9,763			2,693			27.6	%
Professional services		13,618			9,711			3,907			40.2	%
Total cost of goods sold		37,388			27,494			9,894			36.0	%
Gross profit	$	57,860		$	49,123		$	8,737			17.8	%
Gross profit margin		60.7	%		64.1	%
Operating expenses:
Product development	$	24,134		$	22,864		$	1,270			5.6	%
Sales and marketing		10,733			6,475			4,258			65.8	%
General and administrative		14,922			13,526			1,396			10.3	%
Depreciation of fixed assets		934			1,114			(180	)		(16.2	)%
Amortization of internal-use software and intangibles		896			810			86			10.6	%
Other charges		281			805			(524	)		(65.1	)%
Legal settlements		-			367			(367	)	nm
Operating income	$	5,960		$	3,162		$	2,798			88.5	%
Operating income percentage		6.3	%		4.1	%

nm - not meaningful

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

22

	Six Months Ended September 30,
	2022			2021
Net revenue:
Products		22.7	%		21.1	%
Subscription and maintenance		59.6			61.6
Professional services		17.7			17.3
Total net revenue		100.0	%		100.0	%
Cost of goods sold:
Products		11.9	%		10.5	%
Subscription and maintenance		13.1			12.7
Professional services		14.3			12.7
Total net cost of goods sold		39.3	%		35.9	%
Gross profit		60.7	%		64.1	%
Operating expenses:
Product development		25.3	%		29.8	%
Sales and marketing		11.2			8.5
General and administrative		15.7			17.7
Depreciation of fixed assets		1.0			1.3
Amortization of internal-use software and intangibles		0.9			1.1
Other charges		0.3			1.1
Legal settlements		-			0.5
Operating income		6.3	%		4.1	%

Net revenue. Total net revenue increased $18.6 million, or 24.3%, during the first half of fiscal 2023 compared to the first half of fiscal 2022. Products revenue increased $5.5 million, or 33.8%, due to higher sales and deliveries to new customers and expansion with existing customers. Subscription and maintenance revenue increased $9.5 million, or 20.2%, compared to the first half of fiscal 2022 driven by continued growth in subscription-based service revenue, which increased 29.0% during the first half of fiscal 2023 compared to the first half of fiscal 2022. Professional services revenue increased $3.7 million, or 27.6%, due to higher sales and service activity as our new and existing customers continue implementing technology to improve their operations.

Gross profit and gross profit margin. Our total gross profit increased $8.7 million, or 17.8%, during the first half of fiscal 2023 and total gross profit margin decreased from 64.1% to 60.7% compared to the first half of fiscal 2022 driven by changes in the composition of revenue by category. Products gross profit increased $2.2 million, or 26.6%, and products gross profit margin decreased from 50.3% to 47.6% due to a higher proportion of third-party products over proprietary software revenue. Subscription and maintenance gross profit increased $6.8 million, or 18.2%, and gross profit margin decreased from 79.3% to 78.1% as certain variable costs increased ahead of related revenue. Professional services gross profit margin decreased from 26.7% to 19.4% reflecting lower utilization rates due to higher non-billable hours on new, more complex solution implementations.

Operating expenses

Operating expenses, excluding other charges and legal settlements, increased $6.8 million, or 15.2%, during the first half of fiscal 2023 compared with the first half of fiscal 2022.

Product development. Product development increased $1.3 million, or 5.6%, in the first half of fiscal 2023 compared with the first half of fiscal 2022 due to hiring and increased salary rates across our development teams.

Sales and marketing. Sales and marketing increased $4.3 million, or 65.8%, in the first half of fiscal 2023 compared with the first half of fiscal 2022 due to various sales and marketing investments including several key hires, significantly higher levels of marketing event and trade show activity and increased commission expense on higher sales activity.

General and administrative. General and administrative increased $1.4 million, or 10.3%, in the first half of fiscal 2023 compared with the first half of fiscal 2022 due to investments in our information security and information technology infrastructure along with hiring and increased salary rates across our administrative teams including information security, information technology, and business operations.

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

23

Other (Income) Expenses

	Six Months Ended September 30,						(Unfavorable) favorable
(Dollars in thousands)	2022			2021			$		%
Other (income) expense:
Interest income	$	(482	)	$	(35	)	$	447	nm
Interest expense		1			2			1	nm
Other (income) expense, net		(414	)		—			414	nm
Total other (income) expense, net	$	(895	)	$	(33	)	$	862	nm

nm - not meaningful

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

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

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

Income Taxes

	Six Months Ended September 30,						(Unfavorable) favorable
(Dollars in thousands)	2022			2021			$		%
Income tax expense	$	240		$	241		$	1		0.4	%
Effective tax rate		3.5	%		7.5	%

nm - not meaningful

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

Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months an immaterial reduction in unrecognized tax benefits may occur based on the outcome of tax examinations and as a result of the expiration of various statutes of limitations. We are consistently subject to tax audits; due to the nature of examinations in multiple jurisdictions, changes could occur in the amount of gross unrecognized tax benefits during the next 12 months which cannot be estimated at this time.

Liquidity and Capital Resources

Overview

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

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

We believe that cash flow from operating activities, cash and cash equivalents of $96.2 million as of September 30, 2022, and access to capital markets will provide adequate funds to meet our short- and long-term liquidity requirements.

24

Cash Flow

	Six Months Ended September 30,
(In thousands)		2022			2021
Net cash provided by (used in):
Operating activities	$	3,117		$	11,673
Investing activities		(799	)		(788	)
Financing activities		(2,375	)		(3,638	)
Effect of exchange rate changes on cash		(718	)		(38	)
(Decrease) increase in cash	$	(775	)	$	7,209

Cash flow provided by operating activities. Cash flow provided by operating activities was $3.1 million in the first six months of fiscal 2023. The provision of cash was due to cash-based earnings of $6.6 million, adjusted for non-cash expenses of $7.5 million including depreciation, amortization, and share-based compensation, and a decrease of $11.0 million in net operating assets and liabilities.

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

Cash flow used in financing activities. During the first six months of fiscal 2023, the $2.4 million used in financing activities consisted primarily of $1.5 million related to the repurchase of shares to satisfy employee tax withholding on share-based compensation and $0.9 million in preferred stock dividends.

Contractual Obligations

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

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Policies

A detailed description of our significant accounting policies is included in our Annual Report for the year ended March 31, 2022. There have been no material changes in our significant accounting policies and estimates since March 31, 2022.

Forward-Looking Information

This Quarterly Report and other publicly available documents, including the documents incorporated herein and therein by reference, contain, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. These statements are based on management’s current expectations, intentions, or beliefs and are subject to a number of factors, assumptions, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences or that might otherwise impact the business include the risk factors set forth in Item 1A in Part II of this Quarterly Report and Item IA of our Annual Report for the fiscal year ended March 31, 2022. We undertake no obligation to update any such factor or to publicly announce the results of any revisions to any forward-looking statements contained herein whether as a result of new information, future events, or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting us, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in our Annual Report for the fiscal year ended March 31, 2022. There have been no material changes in our market risk exposures since March 31, 2022.

25

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision of and with the participation of our Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Corporate Controller and Treasurer, management evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report. Based on that evaluation, the CEO, CFO and Corporate Controller and Treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting occurred during the six months ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Significant portions of our global workforce continued to operate primarily in a work from home environment for the quarter ended September 30, 2022. The design of our financial reporting processes, systems, and controls allows for remote operation with access to secure data.

Inherent Limitations on Effectiveness of Controls

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

26

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes in the risk factors included in our Annual Report for the fiscal year ended March 31, 2022 that may materially affect our business, results of operations, or financial condition.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

27

Item 6. Exhibits

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
31.3	Rule 13a-14(a)/15d-14(a) Certification of Corporate Controller and Treasurer.
32	Certification of Chief Executive Officer, Chief Financial Officer and Corporate Controller and Treasurer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Denotes a management contract or compensatory plan or arrangement.

28

SIGNATURE

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

AGILYSYS, INC.

Date:	October 28, 2022	/s/ William David Wood III
		William David Wood III
		Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)

29

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Ramesh Srinivasan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Agilysys, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2022

By:	/s/ Ramesh Srinivasan
	Ramesh Srinivasan
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, William David Wood III, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Agilysys, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2022

By:	/s/ William David Wood III
	William David Wood III
	Chief Financial Officer
	(Principal Financial Officer)

EX-31.3

Exhibit 31.3

CERTIFICATION OF THE CORPORATE CONTROLLER AND TREASURER

I, Chris J. Robertson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Agilysys, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2022

By:	/s/ Chris J. Robertson
	Chris J. Robertson
	Corporate Controller and Treasurer
	(Principal Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Ramesh Srinivasan, the Chief Executive Officer, William David Wood III, the Chief Financial Officer, and Chris J. Robertson, the Corporate Controller and Treasurer, of Agilysys, Inc. (the “Company”), hereby certify, that, to their knowledge:

1.The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2022 (the “ Report ”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 28, 2022

By:	/s/ Ramesh Srinivasan
	Ramesh Srinivasan
	President and Chief Executive Officer
	(Principal Executive Officer)
	/s/ William David Wood III
	William David Wood III
	Chief Financial Officer
	(Principal Financial Officer)
	/s/ Chris J. Robertson
	Chris J. Robertson
	Corporate Controller and Treasurer
	(Principal Accounting Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2022	Oct. 21, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
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		25,064,471
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

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2022
Current assets:
Cash and cash equivalents	$ 96,196	$ 96,971
Accounts receivable, net of allowance for expected credit losses of $452 and $318, respectively	21,030	25,175
Contract assets	3,712	1,669
Inventories	9,659	6,940
Prepaid expenses and other current assets	5,830	5,418
Total current assets	136,427	136,173
Property and equipment, net	6,288	6,345
Operating lease right-of-use assets	15,715	9,889
Goodwill	32,759	32,759
Intangible assets, net	19,492	20,178
Deferred income taxes, non-current	2,789	2,664
Other non-current assets	7,296	6,154
Total assets	220,766	214,162
Accrued liabilities:
Accounts payable	10,428	9,766
Contract liabilities	37,560	46,095
Accrued liabilities	9,959	10,552
Operating lease liabilities, current	4,104	5,049
Finance lease obligations, current	3	4
Total current liabilities	62,054	71,466
Deferred income taxes, non-current	948	938
Operating lease liabilities, non-current	11,882	5,649
Finance lease obligations, non-current	0	2
Other non-current liabilities	3,829	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 25,058,198 and 24,728,532 shares outstanding at September 30, 2022 and March 31, 2022, respectively	9,482	9,482
Treasury shares, 6,548,633 and 6,878,299 at September 30, 2022 and March 31, 2022, respectively	(1,965)	(2,063)
Capital in excess of stated value	54,072	49,963
Retained earnings	45,715	40,018
Accumulated other comprehensive loss	(710)	(56)
Total shareholders' equity	106,594	97,344
Total liabilities and shareholders' equity	220,766	214,162
Series A Convertible Preferred Stock [Member]
Other non-current liabilities:
Series A convertible preferred stock, no par value	$ 35,459	$ 35,459

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2022
Allowance for expected credit losses	$ 452	$ 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	25,058,198	24,728,532
Treasury shares	6,548,633	6,878,299

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net revenue:
Total net revenue	$ 47,742	$ 37,892	$ 95,248	$ 76,617
Cost of goods sold:
Total cost of goods sold	18,377	13,637	37,388	27,494
Gross profit	$ 29,365	$ 24,255	$ 57,860	$ 49,123
Gross profit margin	61.50%	64.00%	60.70%	64.10%
Operating expenses:
Product development	$ 12,577	$ 11,379	$ 24,134	$ 22,864
Sales and marketing	5,320	3,423	10,733	6,475
General and administrative	7,570	6,523	14,922	13,526
Depreciation of fixed assets	461	548	934	1,114
Amortization of internal-use software and intangibles	443	345	896	810
Other charges	67	580	281	805
Legal settlements	0	337	0	367
Total operating expense	26,438	23,135	51,900	45,961
Operating income	2,927	1,120	5,960	3,162
Other (income) expense:
Interest income	(380)	(14)	(482)	(35)
Interest expense	1	1	1	2
Other (income) expense, net	(112)	103	(414)	0
Income before taxes	3,418	1,030	6,855	3,195
Income tax (benefit) expense	(158)	48	240	241
Net income	3,576	982	6,615	2,954
Series A convertible preferred stock dividends	(459)	(459)	(918)	(918)
Net income attributable to common shareholders	$ 3,117	$ 523	$ 5,697	$ 2,036
Weighted average shares outstanding - basic	24,652	24,451	24,625	24,233
Net income per share - basic:	$ 0.13	$ 0.02	$ 0.23	$ 0.08
Weighted average shares outstanding - diluted	25,783	25,409	25,591	25,296
Net income per share - diluted:	$ 0.12	$ 0.02	$ 0.22	$ 0.08
Products [Member]
Net revenue:
Total net revenue	$ 10,548	$ 7,299	$ 21,594	$ 16,143
Cost of goods sold:
Total cost of goods sold	5,434	3,660	11,314	8,020
Subscription and maintenance [Member]
Net revenue:
Total net revenue	29,036	24,027	56,763	47,234
Cost of goods sold:
Total cost of goods sold	6,170	5,019	12,456	9,763
Professional services [Member]
Net revenue:
Total net revenue	8,158	6,566	16,891	13,240
Cost of goods sold:
Total cost of goods sold	$ 6,773	$ 4,958	$ 13,618	$ 9,711

XML

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 3,576	$ 982	$ 6,615	$ 2,954
Other comprehensive (loss) income, net of tax:
Unrealized foreign currency translation adjustments	(256)	20	(654)	18
Total comprehensive income	$ 3,320	$ 1,002	$ 5,961	$ 2,972

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating activities
Net income	$ 3,576	$ 982	$ 6,615	$ 2,954
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on disposal of property & equipment			0	123
Depreciation of fixed assets	461	548	934	1,114
Amortization of internal-use software and intangibles	443	345	896	810
Deferred income taxes			(306)	(303)
Share-based compensation	3,456	3,342	5,944	6,963
Changes in operating assets and liabilities			(10,966)	12
Net cash provided by operating activities			3,117	11,673
Investing activities
Capital expenditures			(797)	(786)
Additional investments in corporate-owned life insurance policies			(2)	(2)
Net cash used in investing activities			(799)	(788)
Financing activities
Payment of preferred stock dividends			(918)	(918)
Repurchase of common shares to satisfy employee tax withholding			(1,455)	(2,709)
Principal payments under long-term obligations			(2)	(11)
Net cash used in financing activities			(2,375)	(3,638)
Effect of exchange rate changes on cash			(718)	(38)
Net (decrease) increase in cash and cash equivalents			(775)	7,209
Cash and cash equivalents at beginning of period			96,971	99,180
Cash and cash equivalents at end of period	$ 96,196	$ 106,389	$ 96,196	$ 106,389

XML

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	7,053			7,053
Restricted shares issued, net			$ 3	(3)
Restricted shares issued, net (in shares)			11
Shares issued upon exercise of SSARs			$ 182	(182)
Shares issued upon exercise of SSARs (in shares)			609
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares	(1,265)		$ (7)	(1,258)
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares)			(24)
Net income	2,954				2,954
Series A convertible preferred stock dividends	(918)				(918)
Unrealized translation adjustments	18					18
Ending balance at Sep. 30, 2021	87,718	$ 9,482	$ (2,100)	42,867	37,412	57
Ending balance (in shares) at Sep. 30, 2021		31,607	(7,000)
Beginning balance at Jun. 30, 2021	84,487	$ 9,482	$ (2,111)	40,190	36,889	37
Beginning balance (in shares) at Jun. 30, 2021		31,607	(7,038)
Share-based compensation	3,327			3,327
Restricted shares issued, net (in shares)			1
Shares issued upon exercise of SSARs			$ 15	(15)
Shares issued upon exercise of SSARs (in shares)			51
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares	(639)		$ (4)	(635)
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares)			(14)
Net income	982				982
Series A convertible preferred stock dividends	(459)				(459)
Unrealized translation adjustments	20					20
Ending balance at Sep. 30, 2021	87,718	$ 9,482	$ (2,100)	42,867	37,412	57
Ending balance (in shares) at Sep. 30, 2021		31,607	(7,000)
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	6,019			6,019
Restricted shares issued, net			$ 73	(73)
Restricted shares issued, net (in shares)			245
Shares issued upon exercise of SSARs			$ 37	(37)
Shares issued upon exercise of SSARs (in shares)			123
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares	(1,812)		$ (12)	(1,800)
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares)			(39)
Net income	6,615				6,615
Series A convertible preferred stock dividends	(918)				(918)
Unrealized translation adjustments	(654)					(654)
Ending balance at Sep. 30, 2022	106,594	$ 9,482	$ (1,965)	54,072	45,715	(710)
Ending balance (in shares) at Sep. 30, 2022		31,607	(6,550)
Beginning balance at Jun. 30, 2022	101,276	$ 9,482	$ (1,974)	51,624	42,598	(454)
Beginning balance (in shares) at Jun. 30, 2022		31,607	(6,582)
Share-based compensation	3,396			3,396
Restricted shares issued, net			$ (2)	2
Restricted shares issued, net (in shares)			(5)
Shares issued upon exercise of SSARs			$ 16	(16)
Shares issued upon exercise of SSARs (in shares)			54
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares	(939)		$ (5)	(934)
Shares withheld for taxes upon exercise of SSARs or vesting of restricted shares (in shares)			(17)
Net income	3,576				3,576
Series A convertible preferred stock dividends	(459)				(459)
Unrealized translation adjustments	(256)					(256)
Ending balance at Sep. 30, 2022	$ 106,594	$ 9,482	$ (1,965)	$ 54,072	$ 45,715	$ (710)
Ending balance (in shares) at Sep. 30, 2022		31,607	(6,550)

XML

Nature of Operations and Financial Statement Presentation

6 Months Ended

Sep. 30, 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.

COVID-19 Pandemic

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

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

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include our accounts consolidated with our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on March 31st. References to a particular year refer to the fiscal year ending in March of that year. For example, fiscal 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 September 30, 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 six months ended September 30, 2022 and 2021, and the Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 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.

XML

Summary of Significant Accounting Policies

6 Months Ended

Sep. 30, 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.

XML

Revenue Recognition

6 Months Ended

Sep. 30, 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 $10.5 million and $21.6 million, and $7.3 million and $16.1 million for the three and six months ended September 30, 2022 and 2021, respectively. Revenue recognized over time (subscription and maintenance and professional services) totaled $37.2 million and $73.7 million, and $30.6 million and $60.5 million for the three and six months ended September 30, 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 $13.9 million and $12.2 million for the three months ended September 30, 2022 and 2021, respectively, and $34.7 million and $29.6 million for the six months ended September 30, 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 September 30, 2022 and 2021, respectively, and $1.6 million and $2.3 million for the six months ended September 30, 2022 and 2021, respectively.

Our arrangements are for a period of one year or less. As a result, unsatisfied performance obligations as of September 30, 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 $3.4 million and $3.1 million of capitalized sales incentive costs as of September 30, 2022 and 2021, respectively. These balances are included in other non-current assets on our condensed consolidated balance sheets. During the three and six months ended September 30, 2022, we expensed $0.8 million and $1.5 million, respectively, of sales commissions, which included amortization of capitalized amounts of $0.3 million and $0.6 million, respectively. During the comparable periods ending September 30, 2021, we expensed $0.5 million and $1.2 million, respectively, of sales commissions, which included amortization of capitalized amounts of $0.3 million and $0.6 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.

XML

Additional Balance Sheet Information

6 Months Ended

Sep. 30, 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)	September 30, 2022		March 31, 2022
Accrued liabilities:
Salaries, wages, and related benefits	$	7,650	$	7,870
Other taxes payable		1,745		1,994
Professional fees		242		373
Other		322		315
Total	$	9,959	$	10,552
Other non-current liabilities:
Uncertain tax positions	$	1,166	$	1,154
Deferred rent and asset retirement obligations		43		43
Employee benefit obligations		2,548		2,037
Other		72		70
Total	$	3,829	$	3,304

During the three months ended September 30, 2022, an operating lease commenced with a lease term of approximately eleven years. Accordingly, we recorded 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 September 30, 2022.

XML

Supplemental Disclosures of Cash Flow Information

6 Months Ended

Sep. 30, 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:

	Six Months Ended September 30,
(In thousands)		2022			2021
Cash (receipts) for interest, net	$	(407	)	$	(13	)
Cash payments for income tax, net		624			439
Cash payments for operating leases		2,619			2,308
Cash payments for finance leases		3			10
Accrued capital expenditures		270			45

XML

Income Taxes

6 Months Ended

Sep. 30, 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 six months ended September 30, 2022 and 2021:

	Three Months Ended September 30,						Six Months Ended September 30,
(Dollars in thousands)	2022			2021			2022			2021
Income tax (benefit) expense	$	(158	)	$	48		$	240		$	241
Effective tax rate		(4.6	)%		4.7	%		3.5	%		7.5	%

For the three and six months ended September 30, 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.

The Coronavirus Aid, Relief, and Economic Security Act (“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.

XML

Commitments and Contingencies

6 Months Ended

Sep. 30, 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.

XML

Earnings Per Share

6 Months Ended

Sep. 30, 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 September 30,						Six Months Ended September 30,
(In thousands, except per share data)	2022			2021			2022			2021
Numerator:
Net income	$	3,576		$	982		$	6,615		$	2,954
Series A convertible preferred stock dividends		(459	)		(459	)		(918	)		(918	)
Net income attributable to common shareholders	$	3,117		$	523		$	5,697		$	2,036
Denominator:
Weighted average shares outstanding - basic		24,652			24,451			24,625			24,233
Dilutive SSARs		992			892			881			1,005
Dilutive unvested restricted shares		139			66			85			58
Weighted average shares outstanding - diluted		25,783			25,409			25,591			25,296
Income per share - basic:	$	0.13		$	0.02		$	0.23		$	0.08
Income per share - diluted:	$	0.12		$	0.02		$	0.22		$	0.08
Anti-dilutive SSARs, restricted shares,    performance shares and preferred shares		1,735			1,735			1,736			1,735

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 377,491 and 139,332 of restricted

shares at September 30, 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.

XML

Share-based Compensation

6 Months Ended

Sep. 30, 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 September 30,				Six Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Product development		2,141		1,751		3,662		3,816
Sales and marketing		290		335		565		666
General and administrative		1,025		1,256		1,717		2,481
Total share-based compensation expense		3,456		3,342		5,944		6,963

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 six months ended September 30, 2022 for SSARs awarded under the 2020 and 2016 Plans:

(In thousands, except share and per share data)	Number of Rights			Weighted-Average Exercise Price		Remaining Contractual Term		Aggregate Intrinsic Value
				(per right)		(in years)
Outstanding at April 1, 2022		2,172,939		$	24.02
Granted		—			—
Exercised		(201,612	)		17.77
Forfeited		(24,762	)		20.02
Expired		—			—
Outstanding at September 30, 2022		1,946,565		$	24.72		3.9	$	59,618
Exercisable at September 30, 2022		1,619,517		$	24.82		3.8	$	49,439
Vested and expected to vest at September 30, 2022		1,946,565		$	24.72		3.9	$	59,618

As of September 30, 2022, total unrecognized share-based compensation expense related to non-vested service condition SSARs was $1.0 million, which is expected to be recognized over a weighted-average vesting period of 0.5 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 six months ended September 30, 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		253,968			42.94
Vested		(15,878	)		44.70
Forfeited		(8,572	)		44.67
Outstanding at September 30, 2022		377,491		$	43.09

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 September 30, 2022, total unrecognized share-based compensation expense related to unvested restricted shares was $11.2 million, which is expected to be recognized over a weighted-average vesting period of 2.4 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.

XML

Preferred Stock

6 Months Ended

Sep. 30, 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.

XML

Business Combination

6 Months Ended

Sep. 30, 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, and $2.2 million of cash paid in March for certain ResortSuite tax liabilities resulting in net cash consideration of $24.5 million. We allocated the purchase price for ResortSuite to the intangible and certain tangible assets acquired and certain liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. We determined the fair values assigned to identifiable intangible assets acquired primarily by using the income approach, which discounts the expected future cash flows to present value using estimates and assumptions determined by management.

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

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

(In thousands)	Total
Components of Purchase Price:
Cash	$	24,800
Total purchase price	$	24,800
Allocation of Purchase Price:
Net tangible assets (liabilities):
Accounts receivable, net	$	2,025
Other current assets, including cash acquired		519
Other assets		567
Current and other liabilities		(768	)
Contract liabilities		(2,835	)
Net tangible assets (liabilities)		(492	)
Identifiable intangible assets:
Customer relationships		9,634
Non-competition agreements		848
Developed technology		827
Trade names		846
Total identifiable intangible assets		12,155
Goodwill		13,137
Total purchase price allocation	$	24,800

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

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

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

Revenue attributable to ResortSuite included in our consolidated statement of operations for the three and six months ended September 30, 2022, respectively, was $1.3 million and $2.6 million. Net income was not material.

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

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

XML

Additional Balance Sheet Information (Tables)

6 Months Ended

Sep. 30, 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)	September 30, 2022		March 31, 2022
Accrued liabilities:
Salaries, wages, and related benefits	$	7,650	$	7,870
Other taxes payable		1,745		1,994
Professional fees		242		373
Other		322		315
Total	$	9,959	$	10,552
Other non-current liabilities:
Uncertain tax positions	$	1,166	$	1,154
Deferred rent and asset retirement obligations		43		43
Employee benefit obligations		2,548		2,037
Other		72		70
Total	$	3,829	$	3,304

XML

Supplemental Disclosures of Cash Flow Information (Tables)

6 Months Ended

Sep. 30, 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:

	Six Months Ended September 30,
(In thousands)		2022			2021
Cash (receipts) for interest, net	$	(407	)	$	(13	)
Cash payments for income tax, net		624			439
Cash payments for operating leases		2,619			2,308
Cash payments for finance leases		3			10
Accrued capital expenditures		270			45

XML

Income Taxes (Tables)

6 Months Ended

Sep. 30, 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 six months ended September 30, 2022 and 2021:

	Three Months Ended September 30,						Six Months Ended September 30,
(Dollars in thousands)	2022			2021			2022			2021
Income tax (benefit) expense	$	(158	)	$	48		$	240		$	241
Effective tax rate		(4.6	)%		4.7	%		3.5	%		7.5	%

XML

Earnings Per Share (Tables)

6 Months Ended

Sep. 30, 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 September 30,						Six Months Ended September 30,
(In thousands, except per share data)	2022			2021			2022			2021
Numerator:
Net income	$	3,576		$	982		$	6,615		$	2,954
Series A convertible preferred stock dividends		(459	)		(459	)		(918	)		(918	)
Net income attributable to common shareholders	$	3,117		$	523		$	5,697		$	2,036
Denominator:
Weighted average shares outstanding - basic		24,652			24,451			24,625			24,233
Dilutive SSARs		992			892			881			1,005
Dilutive unvested restricted shares		139			66			85			58
Weighted average shares outstanding - diluted		25,783			25,409			25,591			25,296
Income per share - basic:	$	0.13		$	0.02		$	0.23		$	0.08
Income per share - diluted:	$	0.12		$	0.02		$	0.22		$	0.08
Anti-dilutive SSARs, restricted shares,    performance shares and preferred shares		1,735			1,735			1,736			1,735

XML

Share-based Compensation (Tables)

6 Months Ended

Sep. 30, 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 September 30,				Six Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Product development		2,141		1,751		3,662		3,816
Sales and marketing		290		335		565		666
General and administrative		1,025		1,256		1,717		2,481
Total share-based compensation expense		3,456		3,342		5,944		6,963

Activity related SSARs award

The following table summarizes the activity during the six months ended September 30, 2022 for SSARs awarded under the 2020 and 2016 Plans:

(In thousands, except share and per share data)	Number of Rights			Weighted-Average Exercise Price		Remaining Contractual Term		Aggregate Intrinsic Value
				(per right)		(in years)
Outstanding at April 1, 2022		2,172,939		$	24.02
Granted		—			—
Exercised		(201,612	)		17.77
Forfeited		(24,762	)		20.02
Expired		—			—
Outstanding at September 30, 2022		1,946,565		$	24.72		3.9	$	59,618
Exercisable at September 30, 2022		1,619,517		$	24.82		3.8	$	49,439
Vested and expected to vest at September 30, 2022		1,946,565		$	24.72		3.9	$	59,618

Activity related to restricted shares awarded by the Company

The following table summarizes the activity during the six months ended September 30, 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		253,968			42.94
Vested		(15,878	)		44.70
Forfeited		(8,572	)		44.67
Outstanding at September 30, 2022		377,491		$	43.09

XML

Business Combination (Tables)

6 Months Ended

Sep. 30, 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	$	24,800
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

XML

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total net revenue	$ 47,742	$ 37,892	$ 95,248	$ 76,617
Revenue recognized	13,900	12,200	34,700	29,600
Transfers to accounts receivable	100	100	1,600	2,300
Capitalized contract cost, net	3,400	3,100	3,400	3,100
Sales commissions and fees	800	500	1,500	1,200
Capitalized contract cost, amortization	300	300	600	600
Products [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	10,548	7,299	21,594	16,143
Support, Maintenance, Subscription Services, And Professional Services [Member]
Disaggregation of Revenue [Line Items]
Total net revenue	$ 37,200	$ 30,600	$ 73,700	$ 60,500

XML

Additional Balance Sheet Information - Schedule of Additional Information Related to the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2022
Accrued liabilities:
Salaries, wages, and related benefits	$ 7,650	$ 7,870
Other taxes payable	1,745	1,994
Professional fees	242	373
Other	322	315
Total	9,959	10,552
Other non-current liabilities:
Uncertain tax positions	1,166	1,154
Deferred rent and asset retirement obligations	43	43
Employee benefit obligations	2,548	2,037
Other	72	70
Total	$ 3,829	$ 3,304

XML

Additional Balance Sheet Information - Additional Information (Details)	Sep. 30, 2022
Balance Sheet Related Disclosures [Abstract]
Operating Lease, term of contract	11 years

XML

Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Supplemental Cash Flow Elements [Abstract]
Cash (receipts) for interest, net	$ (407)	$ (13)
Cash payments for income tax, net	624	439
Cash payments for operating leases	2,619	2,308
Cash payments for finance leases	3	10
Accrued capital expenditures	$ 270	$ 45

XML

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ (158)	$ 48	$ 240	$ 241
Effective tax rate	4.60%	4.70%	3.50%	7.50%

XML

Income Taxes (Details Textual)	6 Months Ended
	Sep. 30, 2022
Operating Loss Carryforwards [Line Items]
Regular corporate income tax rate in India	50.00%
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%

XML

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net income	$ 3,576	$ 982	$ 6,615	$ 2,954
Series A convertible preferred stock dividends	(459)	(459)	(918)	(918)
Net income attributable to common shareholders	$ 3,117	$ 523	$ 5,697	$ 2,036
Denominator:
Weighted average shares outstanding - basic	24,652	24,451	24,625	24,233
Dilutive SSARs	992	892	881	1,005
Dilutive unvested restricted shares	139	66	85	58
Weighted average shares outstanding - diluted	25,783	25,409	25,591	25,296
Income per share - basic:	$ 0.13	$ 0.02	$ 0.23	$ 0.08
Income per share - diluted:	$ 0.12	$ 0.02	$ 0.22	$ 0.08
Earnings Per Share, Diluted [Abstract]
Anti-dilutive SSARs, restricted shares ,performance shares and preferred shares	1,735	1,735	1,736	1,735

XML

Earnings Per Share (Details Textual) - shares shares in Thousands	6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Incremental common shares attributable to restricted shares (in shares)	377,491	139,332

XML

Share-based Compensation (Details Textual) $ in Millions	6 Months Ended
	Sep. 30, 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 4 months 24 days
Unrecognized stock based compensation expense related to unvested restricted stock | $	$ 11.2
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 | $	$ 1.0
Weighted-average vesting period	6 months

XML

Share-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based Payment Arrangement, Noncash Expense	$ 3,456	$ 3,342	$ 5,944	$ 6,963
Product development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Summary of share-based compensation expense for options	2,141	1,751	3,662	3,816
Selling and marketing [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Summary of share-based compensation expense for options	290	335	565	666
General and administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Summary of share-based compensation expense for options	$ 1,025	$ 1,256	$ 1,717	$ 2,481

XML

Share-based Compensation (Details 2) - Stock Settled Stock Appreciation Rights (SSARS) [Member] $ / shares in Units, $ in Thousands	6 Months Ended
	Sep. 30, 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	(201,612)
Number of Rights, Forfeited | shares	(24,762)
Number of Rights, Expired | shares	0
Number of Rights, Outstanding at End of Period | shares	1,946,565
Number of Rights, Exercisable at End of Period | shares	1,619,517
Number of Rights, Vested and expected to vest at September 30, 2022 | shares	1,946,565
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	17.77
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	24.72
Weighted Average Exercise Price, Exercisable at End of Period | $ / shares	24.82
Weighted Average Exercise Price, Vested and expected to vest at End of Period | $ / shares	$ 24.72
Remaining Contractual Term, Outstanding at End of Period	3 years 10 months 24 days
Remaining Contractual Term, Exercisable at End of Period	3 years 9 months 18 days
Share Based Compensation Arrangement By Share Based Payment Award Vested And Expected To Vest Outstanding Remaining Contractual Term	3 years 10 months 24 days
Aggregate Intrinsic Value, Outstanding at End of Period | $	$ 59,618
Aggregate Intrinsic Value, Exercisable at End of Period | $	49,439
Aggregate Intrinsic Value, Vested and expected to vest at End of Period | $	$ 59,618

XML

Share-based Compensation - Restricted Shares Rollforward (Details) - Restricted Stock [Member]	6 Months Ended
	Sep. 30, 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	253,968
Number of Shares, Vested | shares	(15,878)
Number of Shares, Forfeited | shares	(8,572)
Number of Shares, Outstanding at end of period | shares	377,491
Weighted Average Grant-Date Fair Value, Outstanding at beginning of period | $ / shares	$ 43.56
Weighted Average Grant Date Fair Value, Granted | $ / shares	42.94
Weighted Average Grant Date Fair Value, Vested | $ / shares	44.70
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	44.67
Weighted Average Grant-Date Fair Value, Outstanding at end of period | $ / shares	$ 43.09

XML

Preferred Stock - (Details Textual) - USD ($) $ in Millions		6 Months Ended
	May 22, 2020	Sep. 30, 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	$ 35.0
Payments of stock issuance costs	$ 1.0

XML

Business Combination - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Jan. 05, 2022	Sep. 30, 2022	Sep. 30, 2022	Mar. 31, 2022
Business Acquisition [Line Items]
Weighted Average Period			12 years 8 months 12 days
Goodwill		$ 32,759	$ 32,759	$ 32,759
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. 05, 2022
Contract Liabilities	2,800
Goodwill		13,137	$ 13,137
Acquisition costs		100	100
Revenue attributable		$ 1,300	2,600
Total purchase price	24,500		24,800
Tax Liabilities	$ 2,200
Cash received in acquisition partially offset			$ 300

XML

Business Combination - Components And The Allocation of the Purchase Price for Acquisition (Details) - USD ($) $ in Thousands		6 Months Ended
	Jan. 05, 2022	Sep. 30, 2022	Mar. 31, 2022
Net tangible assets (liabilities):
Goodwill		$ 32,759	$ 32,759
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)
Total identifiable intangible assets		12,155
Goodwill		13,137
Total purchase price allocation		24,800
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