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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þ
¨
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2017
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from to
Commission file number 0-5734
AGILYSYS, INC.
(Exact name of registrant as specified in its charter)
Ohio
State or other jurisdiction of incorporation or organization
34-0907152
(I.R.S. Employer Identification No.)
425 Walnut Street, Suite 1800, Cincinnati, Ohio
(Address of principal executive offices)
45202
(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
Common Shares, without par value
Name of each exchange on which registered
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ
No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer þ Non-accelerated filer ¨ Smaller reporting company ¨
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
The aggregate market value of Common Shares held by non-affiliates as of June 30, 2016 was $152,839,898.
As of May 24, 2017, 23,212,789 shares of the registrant's common stock were outstanding.
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Portions of the registrant's definitive Proxy Statement to be used in connection with its 2017 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
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AGILYSYS, INC.
Annual Report on Form 10-K
Year Ended March 31, 2017
Table of Contents
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
ITEM 15.
Exhibits and Financial Statement Schedules
SIGNATURES
PART IV
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Forward Looking Information
This Annual 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 of this Annual Report. 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.
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Part I
Item 1. Business.
Overview
Agilysys is a leading technology company that provides innovative software for point-of-sale (POS), property management (PMS), inventory and procurement, workforce
management, analytics, document management and mobile and wireless solutions and services to the hospitality industry. Our solutions and services allow property
managers to better connect, interact and transact with their customers and enhance their customer relationships by streamlining operations, improving efficiency, increasing
guest recruitment and wallet share, and enhancing the overall guest experience. We serve four major market sectors: Gaming, both corporate and tribal; Hotels, Resorts and
Cruise; Foodservice Management; and Restaurants, Universities, Stadia and Healthcare. A significant portion of our consolidated revenue is derived from contract support,
maintenance and subscription services.
Agilysys operates throughout North America, Europe and Asia, with corporate services located in Alpharetta, GA. For more information, visit www.agilysys.com.
The sales of our Retail Solutions Group (RSG) business and United Kingdom business entity (UK entity) each represented a disposal of a component of an entity. As such,
the operating results of RSG and the UK entity have been reported as a component of discontinued operations in Item 6. Selected Financial Data, of this Annual Report, for
the twelve months ended March 31, 2014 and March 31, 2013.
Our principal executive offices are located at 425 Walnut Street, Suite 1800, Cincinnati, Ohio, 45202 and our corporate services are located at 1000 Windward Concourse, Suite
250, Alpharetta, Georgia, 30005.
Reference herein to any particular year or quarter refers to periods within our fiscal year ended March 31. For example, fiscal 2017 refers to the fiscal year ended March 31,
2017.
History and Significant Events
Organized in 1963 as Pioneer-Standard Electronics, Inc., an Ohio corporation, we began operations as a distributor of electronic components and, later, enterprise computer
solutions. Exiting the former in fiscal 2003 with the sale of our Industrial Electronic Division, we used the proceeds to reduce debt, fund growth of our enterprise solutions
business and acquire businesses focused on higher-margin and more specialized solutions for the hospitality and retail industries. At the same time, we changed our name to
Agilysys, Inc.
In fiscal 2004, we acquired Kyrus Corporation and became a provider of IBM retail solutions and services in the supermarket, chain drug, general retail, and hospitality
segments. In that same year, the acquisition of Inter-American Data, Inc. allowed us to become the leading developer and provider of technology solutions for property and
inventory management in the casino and resort industries.
In calendar 2007, we divested KeyLink Systems and exited the enterprise computer distribution business. We used the proceeds from that sale to return cash to shareholders
and fund a number of acquisitions that broadened our solutions and capabilities portfolios. We acquired InfoGenesis and Visual One Systems Corp. in calendar 2007,
significantly expanding our specialized offerings to the hospitality industry through enterprise-class, POS and software solutions tailored for a variety of applications in
cruise, golf, spa, gaming, lodging, resort, and catering. These offerings feature highly intuitive, secure and robust solutions, easily scalable across multiple departments or
property locations. In fiscal 2008, we began reporting three primary operating segments: Hospitality Solutions Group (HSG), Retail Solutions Group (RSG) and Technology
Solutions Group (TSG).
In fiscal 2012, we sold our TSG segment and restructured our business model to focus on higher-margin, profitable growth opportunities in the hospitality and retail sectors.
We also reduced our real-estate footprint and lowered overhead costs by relocating corporate services from Solon, Ohio to Alpharetta, Georgia, thus moving our senior
management team closer to our operating units.
On July 3, 2014 we purchased certain assets from Dining Ventures, Inc. The acquired assets are the base for our rGuest® Seat product, a dining reservations and table
management application.
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On July 1, 2013, we completed the sale of our RSG business to Kyrus Solutions, Inc. (Kyrus), an affiliate of Clearlake Capital Group, L.P. Following completion of the
transaction, our business focused exclusively on hospitality solutions and the growth opportunities in the hospitality market.
On March 31, 2014, we completed the sale of our United Kingdom business entity (UK entity) to Verteda Limited (Verteda), led by the Company’s former European
management team. In connection with the sale, we have entered into a multi-year distribution agreement, whereby Verteda distributes certain Agilysys products within the
U.K. marketplace. We continue to manage all property management system accounts as well as key global accounts in the EMEA market.
Today, we are focused on providing state-of-the-art, end-to-end solutions that enhance guest experiences and allow our customers to promote their respective brands. We
help our customers win the guest recruitment battle and, in turn, grow revenue, reduce costs and increase efficiency. This is accomplished by developing and deploying
intuitive solutions that increase speed and accuracy, thereby enabling more effective management, intelligent upselling, reduced shrinkage, improved brand recognition and
better control of the customer relationship. Our strategy is to increase the proportion of revenue we derive from ongoing support and maintenance agreements, software as a
subscription services, cloud applications and professional services.
Products, Support and Professional Services
We are a leading developer and marketer of software enabled solutions and services to the hospitality industry, including: hardware and software products; support,
maintenance and subscription services; and, professional services. Areas of specialization are point-of-sale, property management, inventory and procurement, workforce
management, and mobile and wireless solutions designed to streamline operations, improve efficiency and enhance the guest experience.
We present revenue and costs of goods sold in three categories:
•
•
•
Products (hardware and software)
Support, maintenance and subscription services
Professional services
Total revenue from continuing operations for these three specific areas is as follows:
(In thousands)
Products
Support, maintenance and subscription services
Professional services
Total
Products:
2017
Year ended March 31,
2016
2015
$
$
38,339 $
63,308
26,031
127,678 $
41,445 $
60,104
18,817
120,366 $
31,846
56,013
15,655
103,514
The hospitality industry has long been focused on operating an end-to-end business, but the technology vendors that serviced the industry have been focused on product-
centric solutions that make use of a high number of software modules and operating silos. We have evolved our approach to the industry to an integrated "platform" centric
solutions for Lodging, Food & Beverage and Payments applications that looks to leverage the entire business, by investing in the development of a web services oriented
architecture enterprise platform. Our rGuest™ platform is aimed at transitioning our product and services offerings to better address the needs of hospitality operators as they
focus on building better connections with guests, pre-, during and post-visit. The rGuest platform facilitates an end-to-end solution that helps our customers improve guest
services, increase top-line performance and reduce operating costs, which leads to opportunities for higher profitability. Our next-generation of products and services are
aimed at helping hospitality operators recruit customers into their facilities, increase their wallet share from each customer and improve the overall guest experience from the
initial customer touch point through the post-visit experience.
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Our proprietary product suite is comprised of:
The rGuest platform underlies our industry leading hospitality solutions that are being introduced to operators of all sizes and with varying needs. The rGuest platform is
designed to run as a Software as a Service (“SaaS”)-based platform on the public cloud, private cloud, on-premise, or in a hybrid configuration where the infrastructure may be
above premise but the data resides on premise. rGuest’s architecture seamlessly functions as well for a multi-property customer as it does for a single property.
The rGuest enterprise platform helps operators more efficiently manage their business and grow their sales by:
•
Identifying and tracking guest profile and behavior so that it may be used to create effective loyalty programs and the right promotions and offers to ensure the best
guest experience while ensuring the property extracts the maximum wallet share from each customer;
Enabling historical analysis of data;
•
• Allowing for real-time management through mobile and web interfaces for immediate remediation of business and guest related issues;
•
•
Creating a framework for core services for the delivery of business applications faster with the critical benefit of having fewer moving parts to manage;
Ensuring that all new rGuest modules will be written on top of the rGuest platform to create a common look/feel, functions and usage paradigms and reduce the overhead
of managing and learning multiple systems;
Providing for easy integration with other hospitality management systems; and,
Incorporating key infrastructure design elements such as global and multi-language support, regulatory compliance and security, including authentication, authorization,
encryption, tokenization, handling of payment & PII information and overall application data and user security.
•
•
Our rGuest product suite is designed to maximize the insight and value available in “big data” by:
Identifying the right data and determining how to best use it;
Empowering users to be capable of both working with new technologies and of interpreting the data to find meaningful business insights;
Creating data access and connectivity across the majority of guest touch points;
Providing an IT platform that can adapt to changes in the landscape in an efficient manner;
•
•
•
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• Working across functions' organizational challenges and finding ways of collaborating across functions and businesses; and,
•
Implementing the highest levels of security to ensure data protection.
The rGuest platform currently includes the following in-market solutions:
rGuest® Stay is the company’s groundbreaking cloud-based property management system and hospitality platform that optimizes operational efficiency, increases revenue
and enhances guest service. rGuest Stay is currently generally available for limited service at select service hotels and chains.
The guest-centric PMS leverages a standards-based solution on an open architecture with public APIs to enable richly integrated applications delivered from Agilysys, its
partners and customers. rGuest Stay offers powerful capabilities for multi-property operations. Managers can view guest profiles, history and reservations, as well as room
availability and operational reports, seamlessly across multiple properties.
Focused on improving revenue and streamlining operations, rGuest Stay is designed to enable hotels to gather and analyze guest information that can be used to create
loyalty-generating offers and increase guest wallet share. In addition, running natively in a browser on both desktop and tablet devices, it delivers real-time operating metrics
so that hotels can more accurately forecast demand and scale guest services accordingly.
To help improve property operations, rGuest Stay offers a next-generation housekeeping optimization engine built using the included rGuest workflow engine that assigns
staff resources to balance guest needs and operational efficiency. In addition, its intuitive user interface and online help functionality reduce team training time and ensure
superior guest service with rapid solution ROI.
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rGuest Buy is an enterprise-class self-service, customer-facing point of sale solution for the hospitality industry. It is ideal for food & beverage venues such as Grab N Go,
corporate cafeterias and food courts. It includes self-service “order and pay” kiosks, and kitchen workflow management systems. rGuest Buy is currently deployed at more
than 25 customer sites across the country, including corporate cafeterias at a top five U.S. bank, a top 40 U.S. law firm, one of the nation's largest technology manufacturers,
and at a national financial services firm.
rGuest Buy’s intuitive customer-facing order and pay experiences transfer the control and convenience to the end user. The self-service components reduce on-site labor
needed to manage venue operations, while improving customer throughput, check size, order accuracy, customer experience and satisfaction. The platform-driven and cloud-
based solution allows for easy deployments and management at scale resulting in a lowered overall cost of ownership.
rGuest Buy offers:
•
•
•
Extensibility & partner ecosystem: The technology architecture allows for rich data integrations for all Agilysys products (InfoGenesis, rGuest Pay, rGuest Analyze,
etc.), as well as easy integrations for a partner development ecosystem, and customer applications.
“Self-managed” Cloud Solution: Fully managed cloud solution pushes latest releases, patches and features automatically to all rGuest Buy devices at the property.
This ensures quicker support turn-around times, zero on-site IT resources for maintenance, robust security and uptimes.
“Always on” Business - No offline interruptions: rGuest Buy offers “always-on” customer experience with robust network tolerance and offline capabilities.
• Manage at Scale: rGuest Buy allows to map a complex business structure in an intuitive way to support propagation of brands, concepts, and other policies.
•
Reduce Risk - PCI validated payment platform: rGuest Buy integrates with rGuest Pay, our secure payment platform. Protect brand value and avoid liability with our
encrypted card data solution. Safeguard against fraud and chargebacks by implementing EMV solutions, and protect application data via SSL.
rGuest Pay is our innovative payments gateway. rGuest Pay protects guests’ financial data and reduces risk by leveraging point-to-point encryption (P2PE) and tokenization
with every credit card transaction. rGuest Pay Gateway leverages one of the first payment gateways in the world to receive official PCI-P2PE validation, allowing us to offer
PCI cost and scope reduction that other providers cannot. These security benefits are built on top of a full-featured, enterprise-grade gateway that offers broad support for
U.S. credit card processors and a wide variety of payment device options for every use-case, including countertop, pay-at-table, EMV, mobile tablet, and signature capture
scenarios.
rGuest Pay offers:
• A full suite of credit card processing services
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Industry-leading payment security through tokenization and P2PE
Flexible hardware supporting EMV and NFC contactless transactions
Integration with 3rd Party POS/PMS applications through a simple-to-use API
Consolidated transaction reporting
Comprehensive payment processor support
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rGuest Seat is a guest centric table, reservation and wait list management solution that helps restaurants increase revenue by retaining repeat customers and providing a
superior guest experience. Online dining reservations enable restaurants to increase bookings by allowing diners to reserve a table through the restaurant’s website or mobile
app. Wait list management optimizes the restaurant’s use of tables and resources, helping staff estimate wait times more accurately and avoiding lost or dissatisfied
customers.
Streamlined online reservations increase guest bookings without tying staff up on the phone
Two-way text communications with waiting guests
Toggle between restaurants within peer group to get a complete view of the reservation or wait list status
rGuest Seat offers:
•
• Wait list automation to accurately predict wait times and meet guest expectations
•
•
• Accessibility of guest data based on their previous dining experiences to provide a much higher level of guest service
Library of reconfigurable reports can be accessed in real time or received through email at a scheduled delivery time
•
Integration with InfoGenesis allows the POS system to be automatically updated with guest data for a more personalized dining experience
•
Real-time table status is relayed between rGuest Seat and InfoGenesis (POS) to help maximize table turns and keep restaurant operations and reservations running
•
smoothly
rGuest Analyze is a platform-based subscription data analysis service focused on the needs of the hospitality industry. It is a full business intelligence solution that is
delivered through the cloud (SaaS). rGuest Analyze collects data from Agilysys point of sale and property management solutions and helps food & beverage and property
operators gain critical insight into business operations and performance. Out-of-the-box analysis helps hospitality operators manage costs, minimize loss due to fraud, boost
item sales, increase server productivity, occupancy, room revenue, and other profit enhancing capabilities.
rGuest Analyze offers:
Cross-enterprise and centralized reporting across sites, venues and profit centers
•
Slice-and-dice reporting without the need for IT/DBA resources immediately drives insight into food & beverage as well as lodging operations
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• Out-of-the-box customizable reports provide insight into sales, revenue, server/cashier activity, discounts, tenders, ADR, RevPAR, and Occupancy
•
Easy to learn, web-based reporting tool with simple drag-and-drop capabilities for fast data exploration and report generation
• Design, publish and disseminate executive level dashboards as easily as creating a word document with both web and mobile views
Going forward, Agilysys plans to introduce additional functionality and modules for the rGuest platform.
Agilysys’ additional well established offerings for point-of-sale, property management, inventory procurement, workforce management, document management and activity
booking product and services include:
Point-of Sale
•
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Agilysys InfoGenesis®™ POS is award-winning point-of-sale software that combines powerful reporting and configuration capabilities in the back office with a fast,
intuitive and easy-to-use terminal application. The flexible system is easy to set up, and its scalable architecture enables customers to add workstations without having
to build out expensive infrastructure. The system's detailed and high-quality reporting capabilities give insight into sales data and guest purchasing trends. Other
features include packages and prix fixe menus, signature capture and multi-language capability. InfoGenesis POS is available as an on-premise solution or through a
subscription service.
Agilysys InfoGenesis Flex is a mobility solution that offers full POS functionality on a Windows tablet. It provides a sleek, modern alternative to traditional POS
installations and can be used as a slim fixed terminal or as a convertible simply by removing the tablet from its base.
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Agilysys eCash takes traditional cashless payment and stored value card capabilities and integrates them directly with InfoGenesis POS, increasing consumers' payment
options.
All POS products are available through traditional software licensing or via subscription.
Property Management Systems (“PMS”)
Agilysys Lodging Management System® (LMS) is an on-premises, web-enabled PMS solution targeting the Casino/Gaming segment (also offered as a hosted solution).
It runs 24/7 to automate every aspect of hotel operations in properties of 1,000 rooms or more, and has interfaces to all core casino management systems. Its foundation
expands to incorporate modules for sales and catering, activities scheduling, attraction ticketing and more.
•
•
Agilysys Visual One™ PMS is installed in hotels and resorts ranging from 50-1,500 rooms. It is a complete PMS solution enabling the resort to run its end-to-end
operations, including Front Desk, House Keeping, Sales & Catering, Maintenance, Accounting, SPA, Golf and Activities. For complex resorts that require an enterprise-
wide system, Visual One provides an integrated solution with interfaces to leading global distribution systems (GDSs) and our other products.
• Agilysys Insight™ Mobile Manager is a mobile dashboard application that enables hotel managers to quickly view key property information - including arrivals and
departures, VIPs, total guests, housekeeping, revenue and groups - from a mobile device. It is supported by iPad®, iPad mini and iPhone® mobile devices and integrates
fully with the Agilysys LMS property management solution.
Inventory and Procurement
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Agilysys Eatec® provides core purchasing, inventory, recipe, forecasting, production and sales analysis functions and is unique in offering catering, restaurant, buffet
management and nutrition modules in a single web-enabled solution.
Agilysys EatecTouch is an optional software applet that operates on any MicroSoft®Windows®-based POS terminal, providing users with access to the Eatec
application from any terminal location.
Agilysys EatecPocket is a Microsoft Windows Mobile compatible application designed to work on a handheld wireless device, enabling users to perform inventory
transactions. The software incorporates barcode scanner functionality for mobile updates of the database.
Agilysys Stratton Warren System (SWS) integrates with all leading financial and POS software products. The software manages the entire procurement process via e-
commerce, from business development to the management of enterprise-wide backend systems and daily operations.
Agilysys SWS Direct is an add-on module for SWS that provides a convenient, efficient and intuitive shopping cart experience to SWS users. SWS Direct streamlines
operations, provides enhanced bidding and request for pricing services, and offers supplier registration tools and self-service maintenance capabilities.
Eatec and Stratton Warren System solutions are available through traditional software licensing or via subscription.
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Document Management
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Agilysys DataMagine™ is a U.S.-patented imaging module and archiving solution that allows users to securely capture and retrieve documents and system-generated
information. DataMagine integrates with our products, adding functionality and increasing benefit to customers.
Activities
Agilysys GolfPro is a module that offers golf property managers complete pro shop management with tee time scheduling, member profile/billing, tournament management
and Web and e-mail access bundled into one solution.
Agilysys Spa Management software covers all aspects of running a spa business, from scheduling guests for services to managing staff schedules. The software also
integrates with our PMS solutions.
Agilysys LMS ARTS® interfaces with hotel guest data, allowing reservationists to pre-plan activities when booking a guest's room. The application also places canceled
activities back into inventory for resale, resulting in optimum property utilization and profitability.
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Agilysys Visual One Activities software streamlines the management of all of the amenities and activities a property has to offer. Staff can easily schedule and personalize
reservations for guests; activities then appear on itinerary/confirmations.
Products revenue also includes remarketed hardware and proprietary and remarketed software that is deployed as an integral component of the solutions we provide.
Support, Maintenance and Subscription Services: Contracted technical support, maintenance and subscription services are a significant portion of our consolidated revenue
and typically generate higher profit margins than products revenue. Growth has been driven by a strategic focus on developing and promoting these offerings while market
demand for maintenance services and updates that enhance reliability, as well as the desire for flexibility in purchasing options, continue to reinforce this trend. Our
commitment to exceptional service has enabled us to become a trusted partner with customers who wish to optimize the level of service they provide to their guests and
maximize commerce opportunities both on- and off-premise.
Professional Services: We have industry-leading expertise in designing, implementing, integrating and installing customized solutions into both traditional and newly created
platforms. For existing enterprises, we seamlessly integrate new systems and for start-ups and fast-growing customers, we become a partner that can manage large-scale
rollouts and tight construction schedules. Our extensive experience ranges from staging equipment to phased rollouts as well as training staff to provide operational expertise
to help achieve maximum effectiveness and efficiencies in a manner that saves our customers time and money. In addition to our hosted solutions for InfoGenesis, Stratton
Warren Systems and Eatec, Agilysys has recently added the ability to migrate on premise property lodging data to the LMS® or Visual One Property Management System
hosted solution.
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Representative Agilysys clients include:
AVI Foodsystems, Inc.
Banner Health
Benchmarc Restaurants
Black Rock Resort
Boyd Gaming Corporation
BR Guest Hospitality
The Breakers Palm Beach
The Broadmoor's Ranch at Emerald Valley
Caesars Entertainment
Cal Dining at UC Berkeley
Camelback Lodge & Waterpark
Casa Ybel Resort
Casino del Sol Resort
Compass Group North America
Comanche Nation of Oklahoma
Copper Mountain
Industry and Markets
The Cosmopolitan of Las Vegas
CSU Fullerton Auxiliary Services Corporation
Drury Hotels
Farmers Restaurant Group
Golden Nugget Lake Charles
Grand Sierra Resort and Casino
Harbor Winds Hotel
Hialeah Park
Hilton Worldwide
Ho-Chunk Gaming
Maryland Live! Casino
Norwegian Cruise Line
Oxford Casino
Palm Garden Hotel
Pinehurst Resort
Pinnacle Entertainment
Prairie Band Casino & Resort
Resorts World Bimini
Rosen Hotels & Resorts
Royal Caribbean International
Royal Lahaina Resort
Sands Casino Resort Bethlehem
SAVOR
Spooky Nook Sports
Sugar Factory
SUNY Cobleskill
The Venetian Resort Hotel Casino
University of Akron
Vail Resorts
Valley View Casino & Hotel
Vanderbilt University
Yale University
We offer innovative point-of-sale, property management, inventory and procurement, workforce management, analytics, document management and mobile and wireless
solutions and services for customers of varying sizes in the hospitality industry. We serve
four major market sectors: Gaming, both corporate and tribal; Hotels, Resorts and Cruise; Foodservice Management; and Restaurants, Universities, Stadia and Healthcare.
The hospitality industry encompasses a wide variety of market sectors and customers. We operate throughout North America, Europe and Asia, with corporate services
located in Alpharetta, GA. Sales to customers outside of the United States represent approximately 6% of total sales.
The hospitality industry is highly fragmented and composed of a number of defined markets including lodging, casinos, cruise ships, resorts and spas, franchise operators,
restaurant chains, stadiums, and arenas, among others. For example, in the lodging segment, no single hotel brand accounts for more than 4% of all hotel rooms in the United
States. According to STR Global, the U.S. lodging industry generated approximately $189.5 billion in lodging revenue in calendar 2015, a 7.2% increase over 2014, while PwC's,
Hospitality Directions US 2017, reports an average of approximately 65.5% of approximately 5.0 million available rooms occupied in 2016 at an average daily rate (ADR) of
$124.01. This compares with 65.4% in 2015 at an ADR of $120.31.
The hospitality business is sensitive to the strength of domestic and global economic and credit conditions. Business and destination resort travel are highly correlated with
the economic conditions in their respective markets. Competition is intense for consumer spending, and hospitality industry participants are seeking ways to increase their
visibility and appeal as well as enhance the experience of their guests. In its 2017 Travel and Hospitality Industry Outlook, Deloitte observed that travel companies should
leverage an increased awareness of customer expectations, re-imagined technology strategy, and differentiated offerings to provide unmatched travel experiences. Our
products and solutions are meant to leverage the opportunity these challenges create by providing our customers with a higher degree of guest connectivity and added
engagement tools that will enable them to better capitalize on their brand equity, and more profitably manage their operations, and grow their business. In addition to product
solutions that are designed and customized to meet unique facility or multi-facility needs, we also provide an array of support and subscription options geared towards
maintaining systems and professional services for implementation and rollouts.
We have a significant customer base in the commercial casino and gaming sector. According to CPA firm Rubin Brown's Gaming Services Group, US Gaming industry annual
revenues surpassed $73 billion in 2016, as compared to approximately $71 billion in 2015. Amenities in contemporary casinos extend well beyond gaming to include a variety of
entertainment and leisure options as well as modern convention centers and meeting facilities to attract the corporate market. International gaming markets are growing rapidly
both in size and new jurisdictions. Asian gaming markets continue to generate robust growth. Gross gaming revenue in Macau exceeds that of the Las Vegas Strip, with a
number of the current and planned properties in the region operated by U.S.-based companies. As the market share leader in providing PMS systems to casinos on the Las
Vegas Strip, we are well positioned to benefit from these strong and long-standing relationships as our customer base expands into international markets. Additionally, as
gaming operators
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migrate toward cashless operations, optimization of non-gaming spend and digital track-and-log of unique guest behavior, we are able to provide the requisite technologies
and expertise to satisfy their needs.
We also have expertise in serving the unique needs of Cruise ship operators. Guests and potential customers are expecting an experience that reflects their unique tastes,
preferences and travel habits and cruise operators have seen the need to adequately support the increasing level of personalization and detail required to capture the highest
level of guest satisfaction. Our products and services are designed to best help them deliver on this critical part of their business. According to the Cruise Lines International
Association and Cruise Market Watch 2017, cruise lines continued the growth trends of recent years in 2016. The worldwide cruise ship fleet currently stands at 448 ships
and the current order book for 2016 includes 26 new builds, with 97 new ships to be delivered by 2026. The industry carried an estimated 24.2 million passengers in 2016, up
from nearly 23.2 million passengers in 2015.
Customers
Our customers include large, medium-sized and boutique companies, both owned and franchised, as well as divisions or departments of large corporations in the hospitality
industry. We concentrate on serving the needs of customers in a range of customer-focused settings where brand differentiation is important, particularly in the lodging,
casino, destination resort, cruise line, foodservice industries where competition for guest recruitment is intense. Our current customer base is highly fragmented, with the
exception of one customer representing approximately 10% of consolidated revenue from continuing operations for the period ended March 31, 2017.
Seasonality
We have traditionally experienced seasonal revenue weakness during our fiscal first quarter ending June 30. Additionally, the timing of large one-time orders, such as those
associated with significant remarketed product sales around large customer refresh cycles or significant volume rollouts, occasionally creates volatility in our quarterly results.
Competition
Our solutions face a highly competitive market. Competition exists with respect to developing and maintaining relationships with customers, pricing for products and
solutions, and customer support and service.
We compete with other full-service providers that sell and service bundled POS and PMS solutions comprised of hardware, software, support and services. These companies,
some of which are much larger than we are, include Oracle Corp., NCR, Constellation Software, Inc. and Infor. We also compete with software companies like IDeaS Revenue
Solutions, POSitouch, Northwind and Xpient Solutions. In addition, we compete with PMS systems that are designed and maintained in-house by large hotel chains.
Environmental Matters
We believe we are in compliance in all material respects with all applicable environmental laws. Presently, we do not anticipate that such compliance will have a material effect
on capital expenditures, earnings or competitive position with respect to any of our operations.
Employees
As of May 24, 2017, we had 596 employees. We are not a party to any collective bargaining agreements, have had no strikes or work stoppages and consider our employee
relations to be good.
Access to Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports are available free of charge through our
corporate website, http://www.agilysys.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange
Commission (SEC). The information posted on our website is not incorporated into this Annual Report on Form 10-K (Annual Report). Reports, proxy and information
statements, and other information regarding issuers that file electronically, are maintained on the SEC website, http://www.sec.gov.
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Item 1A. Risk Factors.
Risks Relating to Our Business
Our future success will depend on our ability to develop new products, product upgrades and services that achieve market acceptance.
Our business is characterized by rapid and continual changes in technology and evolving industry standards. We believe that in order to remain competitive in the future we
will need to continue to develop new products, product upgrades and services, requiring the investment of significant financial resources. If we fail to accurately anticipate
our customer's needs and technological trends, or are otherwise unable to complete the development of a product or product upgrade on a timely basis, we will be unable to
introduce new products or product upgrades into the market on a timely basis, if at all, and our business and operating results would be materially and adversely affected.
The development process for most new products and product upgrades is complicated, involves a significant commitment of time and resources and is subject to a number of
risks and challenges including:
• Managing the length of the development cycle for new products and product enhancements, which has frequently been longer than we originally expected;
• Adapting to emerging and evolving industry standards and to technological developments by our competitors and customers; and
•
Extending the operation of our products and services to new and evolving platforms, operating systems and hardware products, such as mobile devices.
If we are not successful in managing these risks and challenges, or if our new products, product upgrades, and services are not technologically competitive or do not achieve
market acceptance, our business and operating results could be adversely affected.
If we fail to meet our customers' performance expectations, our reputation may be harmed, and we may be exposed to legal liability.
Our ability to attract and retain customers depends to a large extent on our relationships with our customers and our reputation for high quality professional services and
integrity. As a result, if a customer is not satisfied with our services or solutions, our reputation may be damaged. Moreover, if we fail to meet our clients' performance
expectations, we may lose clients and be subject to legal liability, particularly if such failure adversely impacts our clients' businesses.
In addition, many of our projects are critical to the operations of our customers' businesses. While our contracts typically include provisions designed to limit our exposure to
legal claims relating to our products and services, these provisions may not adequately protect us or may not be enforceable in all cases. The general liability insurance
coverage that we maintain, including coverage for errors and omissions, is subject to important exclusions and limitations. We cannot be certain that this coverage will
continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any
future claim. A successful assertion of one or more large claims against us that exceeds our available insurance coverage or changes in our insurance policies, including
premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our profitability.
We face extensive competition in the markets in which we operate, and our failure to compete effectively could result in price reductions and/or decreased demand for
our products and services.
Several companies offer products and services similar to ours. The rapid rate of technological change in the hospitality market makes it likely we will face competition from new
products designed by companies not currently competing with us. We believe our competitive ability depends on our product offerings, our experience in the hospitality
industry, our product development and systems integration capability, and our customer service organization. There is no assurance, however, that we will be able to compete
effectively in the hospitality technology market in the future.
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We compete for customers based on several factors, including price. In some cases, we may have to reduce our pricing to obtain business. If we are not able to maintain
favorable pricing for our products and services, our profit margin and our profitability could suffer.
Actual or perceived security vulnerabilities in our software products may result in reduced sales or liabilities.
Our software may be used in connection with processing sensitive data (e.g., credit card numbers). It may be possible for the data to be compromised if our customer does not
maintain appropriate security procedures. In those instances, the customer may attempt to seek damages from us. While we believe that all of our current software complies
with applicable industry security requirements and that we take appropriate security measures to reduce the possibility of breach through our support and other systems, we
cannot assure that our customers' systems will not be breached, or that all unauthorized access can be prevented. If a customer, or other person, seeks redress from us as a
result of a security breach, our business could be adversely affected.
Cloud-based platform and software applications presents increased security risks.
As we expand our cloud-based platform and software hosting capabilities, including our rGuest products, and offer more of our software applications to our customers on a
cloud-based basis, our responsibility for data and system security with respect to data held in our hosting centers increases significantly. While we believe that our current
platform, software applications and data centers comply with applicable laws and industry security requirements, and while we believe that we use appropriate security
measures to reduce the possibility of unauthorized access or misuse of data in the data centers, we cannot provide absolute assurance that our cloud-based applications will
not be breached, or that all unauthorized access can be prevented. If a security breach were to occur, a customer, regulatory agency, or other person could seek redress from
us, which could adversely affect our business.
If we fail to attract and retain key employees, our business may be harmed.
Our success depends on the skill, experience and dedication of our employees. If we are unable to attract and retain sufficiently experienced and capable personnel, especially
in product development, customer services and support, operations, sales and management, our business and financial results may suffer. For example, if we are unable to
attract and retain a sufficient number of skilled technical personnel, our ability to develop high quality products and provide high quality customer service may be impaired.
Experienced and capable personnel in the technology industry remain in high demand, and there is continual competition for their talents. When talented employees leave, we
may have difficulty replacing them, and our business may suffer. There can be no assurance that we will be able to successfully attract and retain the personnel that we need.
We may incur goodwill, intangible asset and capitalized software development impairment charges that adversely affect our operating results.
As of March 31, 2017 we had $19.6 million, $8.5 million, and $47.0 million of goodwill, intangible assets, net, and software development costs, net, respectively, on our
consolidated balance sheet. We review our goodwill, intangible assets and capitalized software development costs for impairment on at least an annual basis. Our future
operating results and the market price of our common stock could be materially adversely affected if we are required to write down the carrying value of goodwill, intangible
assets or capitalized software development in the future.
We may be subject to claims of infringement of third-party intellectual property rights.
While we do not believe that our products and services infringe any patents or other intellectual property rights, from time to time, we receive claims that we have infringed
the intellectual property rights of others. On April 6, 2012, Ameranth, Inc. filed a complaint against us for patent infringement in the United States District Court for the
Southern District of California alleging that point-of-sale and property management and other hospitality information technology products sold by us infringe patents owned
by Ameranth. This lawsuit remains pending.
This lawsuit and any other such claim, with or without merit, could result in costly litigation and distract management from day-to-day operations. If we are found liable, we
could be obligated to pay significant damages or enter into license agreements.
We may not be able to enforce or protect our intellectual property rights.
We rely on a combination of copyright, patent, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We cannot be certain
that the steps we have taken will prevent unauthorized use of our technology. Any failure to protect our intellectual property rights would diminish or eliminate the
competitive advantages that we derive from our proprietary technology.
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We are subject to litigation, which may be costly.
As a company that does business with many customers, employees and suppliers, we are subject to litigation. The results of such litigation are difficult to predict, and we may
incur significant legal expenses if any such claim were filed. While we generally take steps to reduce the likelihood that disputes will result in litigation, litigation is very
commonplace and could have an adverse effect on our business.
Our cloud-based solutions present execution and competitive risks.
Our solutions offered in the cloud accessible via the web without present new and difficult technology challenges. These offerings depend on integration of third-party
hardware, software and cloud hosting vendors working together with our products. As a result, we may be subject to claims if customers experience service disruptions,
breaches or other quality issues related to our cloud-based solutions.
Continuing challenging global economic conditions could adversely affect our business and financial results.
Global economic conditions continue to be challenging. Our revenue and profitability depend significantly on general economic conditions and the level of capital available to
our customers. Our business trends and revenue growth continue to be affected by the challenging economic climate. These difficult economic conditions and the uncertainty
about future economic conditions may adversely affect our customers' level of spending, ability to obtain financing for purchases, ability to make timely payments to us and
adoption of new technologies, which could require us to increase our allowance for doubtful accounts, negatively impact our days sales outstanding, lead to increased price
competition and adversely affect our results of operations.
Our dependence on certain strategic partners makes us vulnerable to the extent we rely on them.
We rely on a concentrated number of vendors for the majority of our hardware and for certain software and related services needs. We do not have long term agreements with
many of these vendors. If we can no longer obtain these hardware, software or services needs from our major suppliers due to mergers, acquisitions or consolidation within
the marketplace, material changes in their partner programs, their refusal to continue to supply to us on reasonable terms or at all, and we cannot find suitable replacement
suppliers, it may have a material adverse impact on our future operating results and gross margins.
If we fail to maintain an effective system of internal controls, we may not be able to detect fraud, which could have a material adverse effect on our business.
While we believe our internal control over financial reporting is effective, a controls system cannot provide absolute assurance that the objectives of the controls system are
met, and no evaluation of controls can provide absolute assurance that control issues and instances of fraud, if any, within our company have been detected.
We have encountered risks associated with maintaining large cash balances.
While we have attempted to invest our cash balances in investments generally considered to be relatively safe, we nevertheless confront credit and liquidity risks. Bank
failures could result in reduced liquidity or the actual loss of money held in deposit accounts in excess of federally insured amounts, if any.
We may have exposure to greater than anticipated tax liabilities.
Some of our products and services may be subject to sales taxes in states where we have not collected and remitted such taxes from our customers. We have reserves for
certain state sales tax contingencies based on the likelihood of obligation. These contingencies are included in “Accrued liabilities” in our Consolidated Balance Sheets. We
believe we have appropriately accrued for these contingencies. In the event that actual results differ from these reserves, we may need to make adjustments, which could
materially impact our financial condition and results of operations.
If we acquire new businesses, we may not be able to successfully integrate them or attain the anticipated benefits.
As part of our operating history and growth strategy, we have acquired other businesses. In the future, we may continue to seek acquisitions. We can provide no assurance
that we will be able to identify and acquire targeted businesses or obtain financing for such acquisitions on satisfactory terms. The process of integrating acquired businesses
into our operations may result in unforeseen difficulties and may require a disproportionate amount of resources and management attention. If integration of our acquired
businesses is not successful, we may not realize the potential benefits of an acquisition or suffer other adverse effects.
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Risks Relating to the Industries We Serve
Our business depends to a significant degree on the hospitality industry and a weakening could adversely affect our business and results of operations.
Because our customer base is concentrated in the hospitality industry, our business is largely dependent on the health of that industry. Our sales are dependent in large part
on the health of the hospitality industry, which in turn is dependent on the domestic and international economy. Instabilities or downturns in the hospitality industry could
disproportionately impact our revenue, as clients may exit the industry or delay, cancel or reduce planned expenditures for our products. A general downturn in the hospitality
industry could disproportionately impact our revenue, as clients may exit the industry or delay, cancel or reduce planned expenditures for our products.
Higher oil and gas prices worldwide could have a material adverse impact on the hospitality industry, and indirectly, on our business.
Material increases in oil and gas prices tend to reduce discretionary spending by consumers, such as on travel and dining, as well as on retail spending generally. Reductions
in discretionary spending by consumers adversely affects our customers and, indirectly, our business. Moreover, increases in oil and gas prices also directly adversely affects
our customer base in other ways. For example, oil and gas price increases can result in higher ingredient and food costs for our restaurant customers.
Consolidation in the hospitality industry could adversely affect our business.
Customers that we serve may seek to achieve economies of scale and other synergies by combining with or acquiring other companies. The hospitality industry has
experienced recent consolidations, including the hotel and casino sectors of the industry. Although recent consolidations in the hospitality industry have not materially
adversely affected our business, there is no assurance that future consolidations will not have such affect. For example, if one of our current customers merges or
consolidates with a company that relies on another provider's products or services, it could decide to reduce or cease its purchases of products or services from us, which
could have an adverse effect our business.
Our stock has been volatile and we expect that it will continue to be volatile.
Risks Relating to Our Stock
Our stock price has been volatile, and we expect it will continue to be volatile. For example, during the year ended March 31, 2017, the trading price of our common stock
ranged from a high of $11.76 to a low of $8.78. The volatility of our stock price may be due to factors other than those specific to our business, such as economic news or
other events generally affecting the trading markets. Additionally, our ownership base has been and may continue to be concentrated in a few shareholders, which could
increase the volatility of our common share price over time.
Our largest shareholder, MAK Capital, currently holds approximately 31% of our common shares, which could impact corporate policy and strategy, and MAK
Capital's interests may differ from those of other shareholders.
Pursuant to the approval by shareholders of a control share acquisition proposal, MAK Capital holds approximately 31% of our outstanding common shares. As a significant
shareholder whose responses could potentially affect the interests of Agilysys and the other shareholders, our Board may consider MAK Capital's potential response to a
particular decision of the Board in considering the range of possible corporate policies and strategies in the future, potentially influencing corporate policy and strategic
planning.
MAK entered into a Voting Trust Agreement with Computershare, as trustee, which provides that, for both strategic and other transactions requiring at least two-thirds of the
voting power to approve, the trustee will vote a certain percentage of MAK Capital's shares in favor of, against, or abstaining from voting in the same proportion as all other
shares voted by shareholders (including MAK Capital's shares not being voted by the trustee). If the Voting Trust Agreement, as amended, that MAK entered into with
Computershare were to terminate for any reason, MAK Capital would have a level of control that would highly influence the approval or disapproval of transactions requiring
under Ohio law the approval of two-thirds of the outstanding common shares, such as a business combination, or majority share acquisition involving the issuance of
common shares entitling the holders to exercise one-sixth or more of the voting power of our common shares, each of which requires approval by two-thirds of the
outstanding common shares. MAK Capital might also be able to initiate or substantially assist any such transaction. Even with the limitations on MAK Capital's voting power
imposed by the Voting Trust Agreement, as amended, it would be more difficult for the other shareholders to approve such a transaction if MAK Capital opposed it, and
MAK Capital's interests may differ from those of other shareholders.
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Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our corporate services are located in Alpharetta, Georgia where we lease approximately 34,000 square feet of office space. In addition, we lease approximately 34,000 square
feet of office space in Las Vegas, Nevada, 22,000 square feet of office space in Bellevue, Washington, and 12,000 square feet of office space in Santa Barbara, California.
Internationally, we lease approximately 17,000 square feet of office space in Chennai, India and lease several other smaller office locations throughout Europe and Asia. Our
major leases contain renewal options for periods of up to 10 years. We believe that our current facilities and office space are sufficient to meet our needs and do not anticipate
any difficulty securing additional space as needed.
Item 3. Legal Proceedings.
We are involved in legal actions that arise in the ordinary course of business. It is the opinion of management that the resolution of any current pending litigation will not
have a material adverse effect on our financial position or results of operations.
On April 6, 2012, Ameranth, Inc. filed a complaint against us for patent infringement in the United States District Court for the Southern District of California. The complaint
alleges, among other things, that point-of-sale and property management and other hospitality information technology products, software, components and/or systems sold
by us infringe three patents owned by Ameranth purporting to cover generation and synchronization of menus, including restaurant menus, event tickets, and other products
across fixed, wireless and/or internet platforms as well as synchronization of hospitality information and hospitality software applications across fixed, wireless and internet
platforms. The complaint seeks monetary damages, injunctive relief, costs and attorneys’ fees. At this time, we are not able to predict the outcome of this lawsuit, or any
possible monetary exposure associated with the lawsuit. However, we dispute the allegations of wrongdoing and are vigorously defending ourselves in this matter.
Item 4. Mine Safety Disclosures.
Not applicable.
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Part II
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
Our common shares, without par value, are traded on the NASDAQ Stock Market LLC under the symbol “AGYS”. The high and low sales prices for the common shares for
each quarter during the past two fiscal years are presented in the table below.
2017
Fourth quarter
Third quarter
Second quarter
First quarter
2016
Fourth quarter
Third quarter
Second quarter
First quarter
High
Low
10.85 $
11.17 $
11.57 $
11.76 $
High
Low
11.77 $
12.56 $
12.19 $
10.43 $
8.78
9.13
10.28
9.90
8.50
9.62
7.97
8.72
$
$
$
$
$
$
$
$
The closing price of the common shares on May 24, 2017, was $9.52 per share. There were 1,618 active shareholders of record.
We did not pay dividends in fiscal 2017 or 2016 and are unlikely to do so in the foreseeable future. The current policy of the Board of Directors is to retain any available
earnings for use in the operations of our business.
18
Shareholder Return Performance Presentation
The following chart compares the value of $100 invested in our common shares, including reinvestment of dividends, with a similar investment in the Russell 2000 Index (the
“Russell 2000”) and with the companies listed in the SIC Code 7373-Computer Integrated Systems Design for the period March 31, 2012 through March 31, 2017. The stock
price performance in this graph is not necessarily indicative of the future performance of our common shares.
Comparison of 5 Year Cumulative Total Return
Company Name / Index
Agilysys, Inc.
Russell 2000
Peer Group
INDEXED RETURNS
Fiscal Years Ended March 31,
Base Period
2012
2013
2014
2015
2016
2017
$
$
$
100.00 $
100.00 $
100.00 $
110.57 $
116.30 $
124.28 $
149.05 $
145.26 $
166.09 $
109.45 $
157.19 $
196.23 $
113.50 $
141.85 $
175.36 $
105.12
179.03
221.69
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or incorporated by reference into any of
our filings under the Securities Act of 1933, as amended, of the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
19
Item 6. Selected Financial Data.
The following selected consolidated financial and operating data was derived from our audited consolidated financial statements and the current and prior period operating
results of our UK entity and RSG have been classified within discontinued operations for all periods presented as discussed in Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations. The selected financial data should be read in conjunction with the Consolidated Financial Statements and Notes
thereto, and Item 7 contained in Part II of this Annual Report.
(In thousands, except per share data)
Operating results
Net revenue
Gross profit
Operating loss
Loss from continuing operations, net of taxes
Income from discontinued operations, net of taxes
Net (loss) income
Per share data (1)
Basic and diluted
Loss from continuing operations
Income from discontinued operations
Net (loss) income
Weighted-average shares outstanding - basic and diluted
Balance sheet data at year end
Cash and cash equivalents
Working capital
Total assets
Total debt
Total shareholders’ equity
$
$
$
$
$
2017
2016
Year ended March 31,
2015
2014
2013
127,678 $
63,785
(11,408)
(11,721)
—
(11,721) $
120,366 $
68,106
(4,313)
(3,765)
—
(3,765) $
103,514 $
60,081
(12,467)
(11,497)
—
(11,497) $
101,261 $
64,040
(6,188)
(2,895)
19,992
17,097 $
94,008
57,619
(9,307)
(6,214)
4,916
(1,298)
(0.52) $
—
(0.52) $
(0.17) $
—
(0.17) $
(0.51) $
—
(0.51) $
(0.13) $
0.90
0.77 $
(0.28)
0.22
(0.06)
22,615
22,483
22,338
22,135
21,880
49,255 $
27,183
167,305
237
113,669
60,608 $
41,401
185,157
333
123,473
75,067 $
54,407
181,525
189
124,188
99,566 $
81,711
190,895
335
132,873
82,444
72,122
197,498
86
113,856
(1) When a loss is reported, the denominator of diluted earnings per share cannot be adjusted for the dilutive impact of share-based compensation awards because doing so
would be anti-dilutive. In addition, when a loss from continuing operations is reported, adjusting the denominator of diluted earnings per share would also be anti-dilutive to
the loss per share, even if the entity has net income after adjusting for a discontinued operation. Therefore, for all periods presented, basic weighted-average shares
outstanding were used in calculating the diluted net loss per share.
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Item 7. Managements’ 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 Consolidated Statements of Operations and 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 discussion should be read in
conjunction with the Consolidated Financial Statements and related Notes that appear in Item 8 of this Annual Report titled, "Financial Statements and Supplementary
Data." 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 3 of this Annual Report and Item 1A “Risk
Factors” in Part I of this Annual Report for additional information concerning these items. Management believes that this information, discussion, and disclosure is
important in making decisions about investing in Agilysys.
Overview
Agilysys is a leading technology company that provides innovative software for point-of-sale (POS), property management systems
(PMS), inventory and procurement, workforce management, analytics, document management and mobile and wireless solutions and services to the hospitality industry. Our
solutions and services allow property managers to better connect, interact and transact with their customers and enhance their customer relationships by streamlining
operations, improving efficiency, increasing guest recruitment and wallet share, and enhancing the overall guest experience. Agilysys serves four major market sectors:
Gaming, both corporate and tribal; Hotels, Resorts and Cruise; Foodservice Management; and Restaurants, Universities, Stadia and Healthcare. A significant portion of our
consolidated revenue is derived from contract support, maintenance and subscription services.
Agilysys operates throughout North America, Europe and Asia, with corporate services located in Alpharetta, GA. For more information, visit www.agilysys.com.
Following the divestiture of the Retail Solutions Group (RSG) in July 2013, and our United Kingdom business entity (UK entity) in March 2014, Agilysys operates as one
operating segment and as a pure play software-driven solutions provider to the hospitality industry. The sales of RSG and the UK entity each represented the disposal of a
component of an entity. As such, the operating results of RSG and the UK entity have been reported as a component of discontinued operations in Item 6. Selected Financial
Data, of this Annual Report, for the twelve months ended March 31,2014 and March 31, 2013.
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 develop and market new software products, to fund enhancements to existing software
products, and to expand our customer breadth, both vertically and geographically.
Our strategic plan specifically focuses on:
Growing sales of our proprietary offerings: products, support, maintenance and subscription services and professional services.
• Strong customer focus, with clear and realistic service commitments.
•
• Diversifying our customer base across industries and geographies.
• Capitalizing on our intellectual property and emerging technology trends.
The primary objective of our ongoing strategic planning process is to create shareholder value by capitalizing on growth opportunities and strengthening our competitive
position within the specific technology solutions and in the end markets we service. The plan builds on our existing strengths and targets industry leading growth and peer
beating financial and operating results driven by new technology trends and market opportunities. Industry leading growth and peer beating financial and operational results
will be achieved through tighter coupling and management of operating expenses of the business and sharpening the focus of our investments
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to concentrate on growth opportunities with the highest return by seeking the highest margin revenue opportunities in the markets in which we compete.
Revenue - Defined
As required by the SEC, we separately present revenue earned as products revenue, support, maintenance and subscription services revenue or professional services revenue
in our 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 sales of hardware equipment and proprietary and remarketed software.
Support, maintenance and subscription services revenue – Revenue earned from the sale of proprietary and remarketed ongoing support, maintenance and
subscription or hosting services.
Professional services revenue – Revenue earned from the delivery of implementation, integration and installation services for proprietary and remarketed products.
•
Results of Operations
Fiscal 2017 Compared with Fiscal 2016
Net Revenue and Operating Loss
The following table presents our consolidated revenue and operating results for the fiscal years ended March 31, 2017 and 2016:
(Dollars in thousands)
Net revenue:
Products
Support, maintenance and subscription services
Professional services
Total net revenue
Cost of goods sold:
Products, inclusive of developed technology amortization
Support, maintenance and subscription services
Professional services
Total cost of goods sold
Gross profit
Gross profit margin
Operating expenses:
Product development
Sales and marketing
General and administrative
Depreciation of fixed assets
Amortization of intangibles
Restructuring, severance and other charges
Impairments and other fair value adjustments
Legal settlements
Operating loss
Operating loss percentage
Year ended March 31,
2017
2016
Increase (decrease)
%
$
$
38,339
63,308
26,031
127,678
28,244
16,965
18,684
63,893
63,785
$
41,445
60,104
18,817
120,366
23,326
15,394
13,540
52,260
68,106
50.0 %
56.6 %
29,048
20,823
19,875
2,409
1,392
1,561
—
85
(11,408)
$
(8.9)%
26,688
19,740
21,818
2,199
1,243
283
180
268
(4,313)
$
(3.6)%
(3,106)
3,204
7,214
7,312
4,918
1,571
5,144
11,633
(4,321)
2,360
1,083
(1,943)
210
149
1,278
(180)
(183)
(7,095)
(7.5)%
5.3 %
38.3 %
6.1 %
21.1 %
10.2 %
38.0 %
22.3 %
(6.3)%
8.8 %
5.5 %
(8.9)%
9.5 %
12.0 %
451.5%
(100.0)%
(68.3)%
164.5 %
$
$
22
Table of Contents
The following table presents the percentage relationship of our Consolidated Statement of Operations line items to our consolidated net revenues for the periods presented:
Net revenue:
Products
Support, maintenance and subscription services
Professional services
Total net revenue
Cost of goods sold:
Products, inclusive of developed technology amortization
Support, maintenance and subscription services
Professional services
Total net cost of goods sold
Gross profit
Operating expenses:
Product development
Sales and marketing
General and administrative
Depreciation of fixed assets
Amortization of intangibles
Restructuring, severance and other charges
Impairments and other fair value adjustments
Legal settlements
Operating loss
Year ended March 31,
2017
2016
30.0 %
49.6
20.4
100.0
22.1
13.3
14.6
50.0
50.0
22.8
16.3
15.6
1.9
1.1
1.2
—
0.1
(8.9)%
34.4 %
50.0
15.6
100.0
19.4
12.8
11.2
43.4
56.6
22.2
16.4
18.1
1.8
1.0
0.1
0.2
0.2
(3.6)%
Net revenue. Total revenue increased $7.3 million, or 6.1%, in fiscal 2017 compared to fiscal 2016. Products revenue decreased $3.1 million, or 7.5%, due to approximately a $0.5
million decrease in proprietary software revenue related to the shift in customer preference towards subscription services. Furthermore, a few outsized remarketed hardware
and software refresh deals in fiscal 2016 resulted in the remaining decrease. Support, maintenance and subscription services revenue increased $3.2 million, or 5.3%, as a result
of continued focus on selling hosted perpetual and subscription services revenue which increased 44.0% year over year, and ongoing support from our proprietary product
sales. Hosted perpetual and subscription services revenue comprised 12% of total consolidated revenues in 2017 compared to 9% in 2016. Professional services revenue
increased $7.2 million, or 38.3%, as a result of increased volume of customer installation and implementation projects associated with growth in overall proprietary revenue.
Gross profit and gross profit margin. Our total gross profit decreased $4.3 million, or 6.3%, in fiscal 2017 and total gross profit margin decreased 6.6% to 50.0%. Products
gross profit decreased $8.0 million and gross profit margin decreased 17.4% to 26.3% primarily as a result of an increase of $8.0 million of developed technology amortization
as a result of the rGuest® Stay and Buy development costs being placed into service with the announcement of the property management system and point of sale solution as
being generally available during the first and second quarter of fiscal 2017, respectively.
Support, maintenance and subscription services gross profit increased $1.6 million and gross profit margin decreased 1.2% to 73.2% due to a change in the mix of labor
resources needed for maintenance of our products and continued investment in our subscription platform. Professional services gross profit increased $2.1 million with the
increase in revenue and gross profit margin remained relatively flat increasing 0.1% to 28.2%.
Operating expenses
Operating expenses, excluding the charges for impairments and other fair value adjustments, legal settlements and restructuring, severance and other charges, increased $1.9
million, or 2.6%, in fiscal 2017 compared with fiscal 2016. As a percent of total revenue, operating expenses have declined 2.0% in fiscal 2017 compared with fiscal 2016.
23
Table of Contents
Product development. Product development includes all expenses associated with research and development. Product development increased $2.4 million, or 8.8%, during
fiscal 2017 as compared to fiscal 2016. This increase is primarily driven by our continued investment in resources related to both our rGuest® and iconic product
enhancements to expand the customer experience across our install base as well as our future offerings with existing and new customers. In addition, certain research and
development costs are capitalized as software development costs upon achieving specific milestones in the development life-cycle. We capitalized approximately $11.9 million
and $15.0 million during fiscal 2017 and 2016, respectively.
Sales and marketing. Sales and marketing increased $1.1 million, or 5.5%, in fiscal 2017 compared with fiscal 2016. The change is due primarily to advertising and promotion
which increased $0.9 million related to new lead generation investment in content, search engine marketing, and target prospect databases in order to accelerate the growth in
lead acquisition in support of future revenue growth.
General and administrative. General and administrative decreased $1.9 million, or 8.9%, in fiscal 2017 compared to fiscal 2016. The change is due primarily to a reduction of
$0.7 million in forfeiture credits related to unvested share-based compensation expense for the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) whose
departures from the company were announced during the third quarter of fiscal 2017.
Depreciation of fixed assets. Depreciation of fixed assets increased $0.2 million or 9.5% in fiscal 2017 as compared to fiscal 2016.
Amortization of intangibles. Amortization of intangibles decreased $0.1 million, or 12.0%, in fiscal 2017 as compared to fiscal 2016.
Restructuring, severance and other charges. Restructuring, severance, and other charges increased $1.3 million during fiscal 2017 compared to fiscal 2016. The increase was
the result of the following:
•
•
CEO separation benefits and related transition costs. During fiscal 2017, the company incurred costs associated with the replacement of the former CEO, including
$0.8 million in separation benefits and $0.3 million in search fees in connection with identifying a successor CEO.
Restructuring related severance and early contract termination costs. During fiscal 2017, we completed activities associated with the partnership to resell a third
party workforce management solution, and recorded $0.2 million in restructuring charges comprised of severance and other employee related benefits and early
contract termination costs. We do not anticipate any additional costs associated with this restructuring activity.
Our restructuring actions are discussed further in Note 4, Restructuring Charges.
Impairments and other fair value adjustments. There were no impairments and other fair value adjustments in fiscal 2017. The $0.2 million in fiscal 2016 was related to the
following factors:
Fiscal 2016 Activity:
•
•
•
Intangible write-off (Developed Technology). During fiscal 2016, in connection with the partnership entered into to resell a third party workforce management
solution, we determined that the remaining net book value of the acquired developed technology WMx®™ exceeded its net realizable value resulting in an
impairment charge of $0.3 million.
Product transition cost fair value adjustment. During fiscal 2016, we recorded a gain of $0.2 million related to the write-off of product transition costs previously
accrued for in connection with an impairment of our Guest 360™ property management solution in fiscal 2012. The customer associated with this residual reserve
became insolvent during the second quarter of fiscal 2016.
Contingent consideration fair value adjustment. During fiscal 2016, we adjusted the fair value of the TimeManagement Corporation (TMC) by $0.1 million to reflect
expected settlement and early termination in connection with our strategic transition to enter into a partnership to resell a third party workforce management solution.
Legal settlements. During fiscal 2017 and 2016, we recorded $0.1 million and $0.3 million, respectively, in legal settlements for employment and other business related matters.
24
Table of Contents
Other (Income) Expenses
(Dollars in thousands)
Other (income) expense:
Interest income
Interest expense
Other (income) expense, net
Total other (income) expense, net
Year ended March 31,
2017
2016
(Unfavorable) favorable
%
$
$
$
(162) $
15
224
77 $
(92) $
29
(491)
(554) $
70
14
(715)
(631)
76.1%
48.3%
145.6%
113.9%
Interest income. Interest income increased $70,000 during fiscal 2017 as compared to fiscal 2016.
Interest expense. Interest expense consists of costs associated with capital leases and loans on corporate-owned life insurance policies.
Other income (expense), net. Other expense (income) consists mainly of the impact of foreign currency due to movement of European and Asian currencies against the US
dollar.
Income Taxes
(Dollars in thousands)
Income tax expense (benefit)
Effective tax rate
nm - not meaningful
Year ended March 31,
2017
2016
$
$
236
(2.1)%
6
$
(0.2)%
(Unfavorable)
favorable
$
%
(230)
nm
For fiscal 2017, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses as deferred tax assets, which were offset by
increases in the valuation allowance, state taxes and other U.S. permanent book to tax differences. At March 31, 2017, we had $187.6 million of a federal net operating loss
carryforward that expires, if unused, in fiscal years 2031 to 2037.
For fiscal 2016, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses as deferred tax assets, which were offset by
increases in the valuation allowance, death benefits on company owned life insurance, state taxes and other U.S. permanent book to tax differences.
Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months a reduction in unrecognized tax benefits may occur
in the range of zero to $0.1 million of tax and zero to $0.1 million of interest based on the outcome of tax examinations and as a result of the expiration of various statutes of
limitations. We are routinely audited; due to the ongoing nature of current examinations in multiple jurisdictions, other changes could occur in the amount of gross
unrecognized tax benefits during the next 12 months which cannot be estimated at this time.
Because of our losses in prior periods, we have recorded a valuation allowance offsetting substantially all of our deferred tax assets. The ultimate realization of deferred tax
assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Because of our losses in prior periods,
management believes that it is more-likely-than-not that we will not realize the benefits of these deductible differences.
25
Table of Contents
Fiscal 2016 Compared to Fiscal 2015
Net Revenue and Operating Loss
The following table presents our consolidated revenue and operating results for the fiscal years ended March 31, 2016 and 2015:
(Dollars in thousands)
Net revenue:
Products
Support, maintenance and subscription services
Professional services
Total net revenue
Cost of goods sold:
Products, inclusive of developed technology amortization
Support, maintenance and subscription services
Professional services
Total cost of goods sold
Gross profit
Gross profit margin
Operating expenses:
Product development
Sales and marketing
General and administrative
Depreciation of fixed assets
Amortization of intangibles
Restructuring, severance and other charges
Impairments and other fair value adjustments
Legal settlements
Operating loss
Operating loss percentage
nm - not meaningful
Year ended March 31,
2016
2015
Increase (decrease)
%
$
$
41,445
60,104
18,817
120,366
23,326
15,394
13,540
52,260
68,106
$
31,846
56,013
15,655
103,514
18,732
12,461
12,240
43,433
60,081
56.6 %
58.0 %
26,688
19,740
21,818
2,199
1,243
283
180
268
(4,313)
$
(3.6)%
25,316
16,357
21,668
2,225
3,461
1,836
1,482
203
(12,467)
$
(12.0)%
9,599
4,091
3,162
16,852
4,594
2,933
1,300
8,827
8,025
1,372
3,383
150
(26)
(2,218)
(1,553)
(1,302)
65
8,154
30.1 %
7.3 %
20.2 %
16.3 %
24.5 %
23.5 %
10.6 %
20.3 %
13.4 %
5.4 %
20.7 %
0.7 %
(1.2)%
(64.1)%
nm
nm
32.0 %
(65.4)%
$
$
26
Table of Contents
The following table presents the percentage relationship of our Consolidated Statement of Operations line items to our consolidated net revenues for the periods presented:
Net revenue:
Products
Support, maintenance and subscription services
Professional services
Total net revenue
Cost of goods sold:
Products, inclusive of developed technology amortization
Support, maintenance and subscription services
Professional services
Total cost of goods sold
Gross profit
Operating expenses:
Product development
Sales and marketing
General and administrative
Depreciation of fixed assets
Amortization of intangibles
Restructuring, severance and other charges
Impairments and other fair value adjustments
Legal settlements
Operating loss
Year ended March 31,
2016
2015
34.4 %
50.0
15.6
100.0
19.4
12.8
11.2
43.4
56.6
22.2
16.4
18.1
1.8
1.0
0.2
0.1
0.2
(3.6)%
30.8 %
54.1
15.1
100.0
18.1
12.0
11.8
42.0
58.0
24.5
15.8
20.9
2.1
3.3
1.8
1.4
0.2
(12.0)%
Net revenue. Total revenue increased $16.9 million, or 16.3%, in fiscal 2016 compared to fiscal 2015. Products revenue increased $9.6 million, or 30.1%, with a significant portion
of the growth coming from increased sales related to our existing on-premise proprietary offerings, including hardware replacement sales, as well as increased new logo
hardware sales associated with our proprietary software sold as a service. Support, maintenance and subscription services revenue increased $4.1 million, or 7.3%, as a result
of continued focus on selling hosted perpetual and subscription services revenue which increased 29.0% year over year, and ongoing support from our proprietary product
sales. Hosted perpetual and subscription service revenue comprised 9% of total consolidated revenues in 2016 compared to 8% in 2015. Professional services revenue
increased $3.2 million, or 20.2%, as a result of increased volume of customer installation and implementation projects associated with growth in overall proprietary product
revenue.
Gross profit and gross profit margin. Our total gross profit increased $8.0 million, or 13.4%, in fiscal 2016 and total gross profit margin decreased 140 basis points to 56.6%.
Products gross profit increased $5.0 million and gross profit margin increased 250 basis points to 43.7% primarily as a result of a higher mix of lower margin hardware sales,
offset by $0.3 million of software amortization benefit related to developed technology becoming fully amortized in the prior year period. Support, maintenance and
subscription services gross profit increased $1.2 million and gross profit margin decreased 340 basis points to 74.4% due to a change in the mix of labor resources needed for
maintenance of our products and continued investment in our subscription platform. Professional services gross profit increased $1.9 million and gross profit margin increased
620 basis points to 28.0% as a result of higher cost of labor required in the third and fourth quarter of fiscal 2015 to meet a customer commitment that did not recur in fiscal
2016.
Operating expenses
Operating expenses, excluding the charges for asset write-offs and other fair value adjustments, legal settlements and restructuring, severance and other charges, increased
$2.7, or 3.9%, in fiscal 2016 compared with fiscal 2015. As a percent of total revenue, operating expenses have declined 7.1% in fiscal 2016 compared with fiscal 2015.
Product development. Product development includes all expenses associated with research and development. Product development increased $1.4 million, or 5.4%, during
fiscal 2016 as compared to fiscal 2015. This increase is primarily driven by our our continued investment in resources related to both our rGuest® and iconic product
enhancements to expand the customer experience across our
install base as well as our future offerings with existing and new customers. In addition, certain research and development costs are capitalized as software development costs
upon achieving specific milestones in the development life-cycle. We capitalized approximately $14.2 million and $17.6 million during fiscal 2016 and 2015, respectively.
27
Table of Contents
Sales and marketing. Sales and marketing increased $3.4 million, or 20.7%, in fiscal 2016 compared with fiscal 2015. The change is due primarily to $3.9 million of costs related
to an increase in headcount of quota carrying salespeople and commission expense in line with revenue achievements in fiscal 2016 compared to fiscal 2015.
General and administrative. General and administrative remained relatively consistent increasing $0.2 million, or 0.7%, in fiscal 2016 compared to fiscal 2015. The change is
primarily due to favorable reductions of $0.9 million as a result of fiscal 2016 and 2015 initiatives to continue to reduce operating costs in line with our company strategy, offset
by an increase in incentive compensation of $1.3 million associated with overall improved financial results.
Depreciation of fixed assets. Depreciation of fixed assets remained flat in fiscal 2016 as compared to fiscal 2015.
Amortization of intangibles. Amortization of intangibles decreased $2.2 million, or 64.1%, in fiscal 2016 as compared to fiscal 2015. In October 2013, we initiated an internal
ERP replacement project and determined that amortization for our existing ERP system should be accelerated. We recorded approximately $0.9 million in fiscal 2015 of
additional amortization in connection with this acceleration. The existing ERP system was fully amortized as of June 30, 2014. Additionally, $1.1 million was recorded during
fiscal 2015 related to assets becoming fully amortized and assets being replaced or impaired during fiscal 2015.
Impairments and other fair value adjustments. Impairments and other fair value adjustments decreased $1.5 million from $1.8 million in fiscal 2015 to $0.3 million in fiscal 2016.
The net change was driven by the following factors:
Fiscal 2016 Activity:
• Intangible write-off (Developed Technology). As of March 31, 2016, in connection with the partnership entered into to resell a third party workforce management solution,
we determined that the remaining net book value of the acquired developed technology WMx®™ exceeded its net realizable value resulting in an impairment charge of $0.3
million.
• Product transition cost fair value adjustment. During fiscal 2016, we recorded a gain of $0.2 million related to the write-off of product transition costs previously accrued for
in connection with an impairment of our Guest 360™ property management solution in fiscal 2012. The customer associated with this residual reserve became insolvent during
the second quarter of fiscal 2016.
• Contingent consideration fair value adjustment. As of March 31, 2016, we adjusted the fair value of the TimeManagement Corporation (TMC) by $0.1 million to reflect
expected settlement and early termination in connection with our strategic transition to enter into a partnership to resell a third party workforce management solution.
Fiscal 2015 Activity:
• Internal use asset write-off. During the fourth quarter of fiscal 2015, a shift in customer preference for next generation offerings with more features and compatibility as
compared to our Elevate™ POS hosted subscription solution, resulted in a write-off in the amount of $1.5 million. In fiscal 2014, we wrote off approximately $0.3 million related
to certain internal use software in connection with the ERP system replacement project.
• Intangible write-off (Developed Technology and Trade Name). As of March 31, 2015, we determined that the remaining net book value of our InfoGenesis Mobile (IG
Mobile) software exceeded its net realizable value resulting in an impairment charge of $1.4 million. This was driven primarily by customer preference for InfoGenesis Flex (IG
Flex), another one of our InfoGenesis POS mobility solutions. In addition, during the fourth quarter of fiscal 2015, certain restructuring activities incurred to better align
product development, sales and marketing and general and administrative functions impacted the expected remaining useful life of the products under the Eatec® trade name.
The trade name was determined to have a finite life and subsequently written down to its fair value to be amortized over five years. The fair value of this trade name was
calculated based on future cash flows over the remaining useful life resulting in an impairment charge of $0.6 million as of March 31, 2015.
• Contingent consideration fair value adjustment. The fiscal 2015 write-offs were offset by a gain of $1.6 million recorded in fiscal 2015 to adjust the carrying value of the
TimeManagement Corporation (TMC) contingent consideration to fair value. This adjustment was recorded as a result of a decrease in expected revenues associated with the
contingent consideration.
Restructuring, severance and other charges. In the fourth quarter of fiscal 2016, we continued our efforts to better align product development and general and administrative
functions with our company strategy and to reduce operating costs. To date, we have recorded $0.3 million in restructuring charges related to the Q4 fiscal 2016 restructuring
activity, comprised of severance and other employee related benefits. As of March 31, 2016, we had a remaining liability of approximately $0.2 million recorded for the Q4 fiscal
2016 restructuring activity. We expect to record additional restructuring expense related to the Q4 fiscal 2016 restructuring
28
Table of Contents
event during fiscal 2017 as those obligations become present and the definition of a liability included in FASB Concepts Statement No. 6, Elements of Financial Statements, is
met. These additional charges are not expected to exceed $0.2 million.
Our restructuring actions are discussed further in Note 4, Restructuring Charges.
Legal settlements. During fiscal 2016, we recorded $0.3 million in legal settlements for employment and other business related matters compared to $0.2 million in legal
settlements recorded in fiscal 2015 to finalize legal disputes originally estimated and recorded in that fiscal year.
Other (Income) Expenses
(Dollars in thousands)
Other (income) expenses
Interest income
Interest expense
Other (income) expense, net
Total other expense (income), net
nm - not meaningful
Year ended March 31,
2016
2015
(Unfavorable) favorable
%
$
$
$
(92) $
29
(491)
(554) $
(110) $
48
146
84 $
(18)
19
637
638
nm
39.6%
nm
nm
Interest income. Interest income remained relatively consistent during fiscal 2016 as compared to fiscal 2015.
Interest expense. Interest expense consists of costs associated with capital leases and loans on corporate-owned life insurance policies. Interest expense decreased in fiscal
2016 compared to fiscal 2015 due to expiration and non-renewal of certain capital leases.
Other income (expense), net. Other income increased $0.5 million in fiscal 2016 compared to fiscal 2015 primarily due to $0.1 million of changes in cash surrender value of
company owned life insurance policies and a $0.5 million gain on the redemption of company owned life insurance policies in 2016.
Income Taxes
(Dollars in thousands)
Income tax benefit
Effective tax rate
nm - not meaningful
Year ended March 31,
2016
2015
$
$
6
(0.2)%
(1,054)
$
8.4%
(Unfavorable) favorable
%
$
(1,060)
nm
For fiscal 2016, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses as deferred tax assets, which were offset by
increases in the valuation allowance, death benefits on company owned life insurance, state taxes and other U.S. permanent book to tax differences.
For fiscal 2015, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses as deferred tax assets, which were offset by
increases in the valuation allowance, a decrease in unrecognized tax benefits attributable to expiration of statute of limitations, state taxes and other U.S. permanent book to tax
differences.
Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months a reduction in unrecognized tax benefits may occur
in the range of zero to less than $0.1 million as a result of the expiration of various statutes of limitations. We are routinely audited and the outcome of tax examinations could
also result in a reduction in unrecognized tax benefits. Other changes could occur in the amount of gross unrecognized tax benefits during the next 12 months which cannot be
estimated at this time.
Because of our losses in prior periods, we have recorded a valuation allowance offsetting substantially all of our deferred tax assets. The ultimate realization of deferred tax
assets depends on the generation of future taxable income during the periods in which those
29
Table of Contents
temporary differences are deductible. Because of our losses in prior periods, management believes that it is more-likely-than-not that we will not realize the benefits of these
deductible differences.
Acquisitions
Purchase of assets from Dining Ventures - Fiscal 2015
On July 3, 2014 we purchased certain assets from Dining Ventures, Inc. The acquired assets are the base for our rGuest® Seat product, a dining reservations and table
management application. The purchase consideration consisted of approximately $3.8 million and was funded with cash on hand. Management concluded that this acquisition
was not a material acquisition under the provisions of ASC 805, Business Combinations (ASC 805). The results derived from this purchased asset have been included in our
Consolidated Financial Statements from the date of acquisition and did not have a material impact on our consolidated financial statements or related disclosures.
Restructuring and Related Charges
We recognize restructuring charges when a plan that materially changes the scope of our business or the manner in which that business is conducted is adopted and
communicated to the impacted parties, and the expenses have been incurred or are reasonably estimable. In addition, we assess the property and equipment associated with
the related facilities for impairment. The remaining useful lives of property and equipment associated with the related operations are re-evaluated based on the respective
restructuring plan, resulting in the acceleration of depreciation and amortization of certain assets.
Additional information regarding restructuring charges is provided within the preceding Results of Operations section and in Note 4
to the Consolidated Financial Statements titled, Restructuring Charges.
Liquidity and Capital Resources
Overview
Our operating cash requirements consist primarily of working capital needs, operating expenses, capital expenditures, and payments of principal and interest on indebtedness
outstanding, which primarily consists of lease and rental obligations at March 31, 2017. We believe that cash flow from operating activities, cash on hand of $49.3 million as of
March 31, 2017, and access to capital markets will provide adequate funds to meet our short-and long-term liquidity requirements.
As of March 31, 2017 and March 31, 2016, our total debt was approximately $0.2 million and $0.3 million, respectively, comprised of capital lease obligations in both periods.
At March 31, 2017, 100% of our cash and cash equivalents were deposited in bank accounts or invested in highly liquid investments with original maturity from date of
acquisition of three months or less, including investments in commercial paper, of which 91% is located in the United States. Therefore, we believe that credit risk is limited
with respect to our cash and cash equivalents balances.
Cash Flow
(In thousands)
Net cash (used in) provided by continuing operations:
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash
Cash flows (used in) provided by continuing operations
Year ended March 31,
2016
2015
2017
$
3,433 $
7,218 $
(13,865)
(847)
(74)
(11,353)
(21,013)
(577)
(87)
(14,459)
(2,186)
(21,632)
(401)
(280)
(24,499)
Cash flow provided by (used in) operating activities. Cash flows provided by operating activities were $3.4 million in fiscal 2017. The provision of cash was associated
mainly with $6.4 million in increased collections on accounts receivable.
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Table of Contents
Cash flows provided by operating activities were $7.2 million in fiscal 2016. The provision of cash was attributable to $3.2 million in net working capital movements associated
mainly with $3.2 million in increased collections on accounts receivable. Working capital movements were positively impacted by $4.1 million related to our operating loss
adjusted for depreciation, amortization, share based compensation, asset write-offs and fair value adjustments, loss on disposal of property & equipment, and change in cash
surrender value of company owned life insurance.
Cash flows used in operating activities were $2.2 million in fiscal 2015. This was mainly the result of our net loss after adding back certain non-cash items, including $2.2
million of depreciation, $4.8 million in amortization, and $1.8 million of impairments and other fair value adjustments, offset by an overall net use in other operating assets and
liabilities of $0.8 million. Change in operating assets and liabilities was driven primarily by increases in accounts receivable and prepaids of $2.5 million, offset by increase in
accounts payable and accrued expenses of $1.7 million.
Cash flow (used in) provided by investing activities. Cash flows used in investing activities in fiscal 2017 were $13.9 million. This is primarily attributed to $11.9 million in
development of proprietary software and $4.2 million for purchase of property and equipment, including internal use software.
Cash flows used in investing activities in fiscal 2016 were $21.0 million. This is primarily attributed to $16.1 million in development of proprietary software and $4.8 million for
purchase of property and equipment, including internal use software.
Cash flows used in investing activities in fiscal 2015 were $21.6 million. This is primarily attributed to $15.8 million of capitalized software development costs, $4.7 million of
fixed asset purchases, $3.8 million for the acquisition of developed technology for our rGuest Seat product, offset by $2.0 million and $0.8 million for proceeds from company
owned life insurance policies and sale of the UK business unit, respectively.
Cash flow used in financing activities from continuing operations. Respectively, in fiscal 2017, 2016 and 2015, the $0.8 million, $0.6 million, and $0.4 million cash flows used
in financing activities were primarily comprised of the repurchase of shares to satisfy employee tax withholding and to cover the exercise price of the options, and payments
on capital lease obligations.
Investments
Investments in Corporate-Owned Life Insurance Policies
Agilysys invests in corporate-owned life insurance policies, for which some are endorsement split-dollar life insurance arrangements. We entered into non-cancelable
agreements with each of the former executives, whereby we must maintain the life insurance policy for a specified amount and split a portion of the policy benefits with their
designated beneficiary. Our investment in these corporate-owned life insurance policies were recorded at their cash surrender value, which approximates fair value at the
balance sheet date. During fiscal 2017, we received $2.2 million related to the death benefit due to us on redemption of two of these policies. In the consolidated balance
sheets at the balance sheet date, the cash surrender value of $0.8 million for the remaining policies were held in “Other non-current assets,” and the present value of future
proceeds owed to those executives' designated beneficiary of $0.1 million, which approximates fair value, were recorded within "Other non-current liabilities" in the
Consolidated Balance Sheets at the balance sheet date.
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.
31
Contractual Obligations
The following table provides aggregate information regarding our contractual obligations as of March 31, 2017.
(In thousands)
Operating leases (1)
Capital leases
Asset retirement obligation
Total contractual obligations (2)
Total
2018
2019-2020
2021-2022
Thereafter
$
$
15,163 $
246
400
15,809 $
3,140 $
129
—
3,269 $
5,608 $
117
150
5,875 $
4,866 $
—
250
5,116 $
1,549
—
1,549
(1)
Operating lease obligations are presented net of contractually binding sub-lease arrangements. Additional information regarding our operating lease obligations is
contained in Note 12, Commitments and Contingencies.
(2) At March 31, 2017, we had a $1.48 million liability reserve for unrecognized income tax positions which is not reflected in the table above. The timing of potential cash
outflows related to the unrecognized tax positions is not reasonably determinable and therefore, is not scheduled. Substantially all of this reserve is included in Other
non-current liabilities. Additional information regarding unrecognized tax positions is provided in Note 10 to the Consolidated Financial Statements titled, Income
Taxes.
We believe that cash on hand, funds from continuing operations, and access to capital markets will provide adequate funds to finance capital spending and working capital
needs and to service our obligations and other commitments arising during the foreseeable future.
Critical Accounting Policies
MD&A is based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of
these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related
disclosure of contingent assets and liabilities. We regularly evaluate our estimates, including those related to bad debts, inventories, investments, intangible assets, income
taxes, restructuring, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Our most significant accounting policies relate to the sale, purchase, and promotion of our products and services. The policies discussed below are considered by
management to be critical to an understanding of our Consolidated Financial Statements because their application places the most significant demands on management's
judgment, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are
described in the following paragraphs.
For all of these policies, management cautions that future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment.
Revenue recognition. We derive revenue from the sale of products (i.e., point of sale hardware, software, server, storage), support, maintenance and subscription services
and professional services. Revenue is recorded in the period in which the goods are delivered or services are rendered and when the following criteria are met: persuasive
evidence of an arrangement exists, delivery has occurred or services have been rendered, the sales price to the customer is fixed or determinable, and collection is reasonably
assured. We reduce revenue for estimated discounts, sales incentives, estimated customer returns, and other allowances. Discounts are offered based on the volume of
products and services purchased by customers. 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.
We frequently enter into multiple-element arrangements with customers including hardware, software, professional consulting services and maintenance support services. For
arrangements involving multiple deliverables, when deliverables include software and non-software products and services, we evaluate and separate each deliverable to
determine whether it represents a separate unit of accounting based on the following criteria: (a) the delivered item has value to the customer on a stand-alone basis; and (b) if
the contract includes a general right of return relative to the delivered item, delivery or performance of the undelivered items is considered probable and substantially in our
control.
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Consideration is allocated to each unit of accounting based on the unit's relative selling prices. In such circumstances, we use a hierarchy to determine the selling price to be
used for allocating revenue to each deliverable: (i) vendor-specific objective evidence of selling price (VSOE), and (ii) best estimate of selling price (BESP). VSOE generally
exists only when we sell the deliverable separately and is the price actually charged by us for that deliverable. VSOE is established for our software maintenance services and
we use BESP to establish selling prices for our non-software related services. BESP is primarily used for elements that are not consistently priced within a narrow range. We
determine BESP for a deliverable by considering multiple factors including product class, geography, average discount, and management's historical pricing practices.
Amounts allocated to the delivered hardware and software elements are recognized at the time of sale provided the other conditions for revenue recognition have been met.
Amounts allocated to the undelivered maintenance and other services elements are recognized as the services are provided or on a straight-line basis over the service period.
In certain instances, customer acceptance is required prior to the passage of title and risk of loss of the delivered products. In such cases, revenue is not recognized until the
customer acceptance is obtained. Delivery and acceptance generally occur in the same reporting period.
In situations where our solutions contain software that is more than incidental, revenue related to the software and software-related elements is recognized in accordance with
authoritative guidance on software revenue recognition. For the software and software-related elements of such transactions, revenue is allocated based on the relative fair
value of each element, and fair value is determined by VSOE. If we cannot objectively determine the fair value of any undelivered element included in such multiple-element
arrangements, we defer revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining
undelivered elements. When the fair value of a delivered element has not been established, but fair value exists for the undelivered elements, we use the residual method to
recognize revenue. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the
delivered elements and is recognized as revenue.
Revenue recognition for complex contractual arrangements, especially those with multiple elements, requires a significant level of judgment and is based upon a review of
specific contracts, past experience, the selling price of undelivered elements when sold separately, creditworthiness of customers, international laws and other factors.
Changes in judgments about these factors could impact the timing and amount of revenue recognized between periods.
Revenue for hardware sales is recognized when the product is shipped to the customer and when obligations that affect the customer's final acceptance of the arrangement
have been fulfilled. A majority of our hardware sales involves shipment directly from its suppliers to the end-user customers. In these transactions, we are the primary obligor
as 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.
We offer proprietary software as well as remarketed software for sale to our customers. We offer our customers the right to license the software under a variety of models. Our
customers can license our software under a perpetual model for an upfront fee or a subscription model. For subscription arrangements, we allow customers the right to use
software, receive unspecified products as well as unspecified upgrades and enhancements and entitle the customer to receive hosting services for a specified term. The
subscription revenue is generally recognized ratably over the term of the arrangement, typically three to five years. Revenue from subscription service arrangements is
included in Support, maintenance and subscription services in the Consolidated Statements of Operations. A majority of our software sales do not require significant
production, modification, or customization at the time of shipment (physically or electronically) to the customer. Substantially all of our software license arrangements do not
include acceptance provisions. As such, revenue from both proprietary and remarketed software sales is typically recognized when the software has been shipped. For
software delivered electronically, delivery is considered to have occurred when the customer either takes possession of the software via downloading or has been provided
with the requisite codes that allow for immediate access to the software based on the U.S. Eastern time zone time stamp.
We also offer proprietary and third-party services to our customers. Proprietary services generally include: consulting, installation, integration and training. Many of our
software arrangements include consulting services sold separately under consulting engagement contracts. When the arrangements qualify as service transactions,
consulting revenue from these arrangements are accounted for separately from the software revenue. The significant factors considered in determining whether the revenue
should be accounted for separately include the nature of the services (i.e., consideration of whether the services are essential to the functionality of the software), degree of
risk, availability of services from other vendors, timing of payments, and the impact of milestones or other customer acceptance criteria on revenue realization. If there is
significant uncertainty about the project completion or receipt of payment for consulting services, the revenue is deferred until the uncertainty is resolved.
For certain long-term proprietary service contracts with fixed or “not to exceed” fee arrangements, we estimate proportional performance using the hours incurred as a
percentage of total estimated hours to complete the project consistent with the percentage-
33
of-completion method of accounting. Accordingly, revenue for these contracts is recognized based on the proportion of the work performed on the contract. If there is no
sufficient basis to measure progress toward completion, the revenue is recognized when final customer acceptance is received. Adjustments to contract price and estimated
service hours are made periodically, and losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined. The
aggregate of collections on uncompleted contracts in excess of related revenue is shown as a current liability.
If an arrangement does not qualify for separate accounting of the software and consulting services, then the software revenue is recognized together with the consulting
services using the percentage-of-completion or completed contract method of accounting. Contract accounting is applied to arrangements that include: milestones or
customer-specific acceptance criteria that may affect the collection of revenue, significant modification or customization of the software, or provisions that tie the payment for
the software to the performance of consulting services.
We also offer proprietary and third-party support to our customers. Support generally includes: support and maintenance of software and hardware products and subscription
services. Revenue relating to proprietary support services is recognized evenly over the coverage period of the underlying agreement within support, maintenance and
subscription revenue. In instances where we offer third-party support contracts to our customer, and the supplier is determined to be the primary obligor in the transaction, we
report revenue at the time of the sale, only in the amount of the “commission” (equal to the selling price less the cost of sale) received rather than reporting revenue in the full
amount of the selling price with separate reporting of the cost of sale.
Allowance for Doubtful Accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the inability or unwillingness of our customers to make
required payments. These allowances are based on both recent trends of certain customers estimated to be a greater credit risk, as well as historic trends of the entire customer
pool. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. To
mitigate this credit risk we perform periodic credit evaluations of our customers.
Inventories. Our inventories are comprised of finished goods. Inventories are stated at the lower of cost or market, net of related reserves. The cost of inventory is computed
using a weighted-average method. Our inventory is monitored to ensure appropriate valuation. Adjustments of inventories to the lower of cost or market, if necessary, are
based upon contractual provisions such as turnover and assumptions about future demand and market conditions. If assumptions about future demand change and/or actual
market conditions are less favorable than those projected by management, additional adjustments to inventory valuations may be required. We provide a reserve for
obsolescence, which is calculated based on several factors including an analysis of historical sales of products and the age of the inventory. Actual amounts could be
different from those estimated.
Income Taxes. Income tax expense includes U.S. and foreign income taxes and is based on reported income before income taxes. We recognize deferred tax assets and
liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are
determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized.
We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will
not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative
evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the
implementation of tax planning strategies.
We recorded a valuation allowance of $80.0 million as of March 31, 2017 and $77.9 million as of March 31, 2016, related to substantially all of our deferred income tax assets in
jurisdictions where there is uncertainty as to the ultimate realization of a benefit from those assets. In the event that we determine that we would be able to realize our deferred
tax assets in the future in excess of our net recorded amount, an adjustment to the tax valuation allowance would decrease tax expense in the period such determination was
made.
We recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based
on the technical merits of the position. The tax benefits recognized from uncertain tax positions are measured at the largest amount of benefit that is greater than fifty percent
likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. Interest related to uncertain tax positions is
recognized as part of the provision for income taxes and is accrued beginning in the period that such interest would be applicable under relevant tax law until such time that
the related tax benefits are recognized. Our income taxes are described further in Note 10 to Consolidated Financial Statements titled, Income Taxes.
Goodwill and Other Indefinite-Lived Intangible Assets. Goodwill represents the excess purchase price paid over the fair value of the net assets of acquired companies.
Goodwill is tested for impairment on an annual basis, or in interim periods if indicators of potential
34
impairment exist. The Company is also required to compare the fair values of other indefinite-lived intangible assets to their carrying amounts at least annually, or when
current events and circumstances require an interim assessment. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is
recognized.
During the fourth quarter of fiscal 2015, certain restructuring activities incurred to better align product development, sales and marketing and general and administrative
functions impacted the expected remaining useful life of the products under the Eatec® trade name. The trade name was determined to have a finite life and subsequently
written down to its fair value to be amortized over five years. The remaining indefinite-lived intangible asset is not amortized; rather, it is tested for impairment at least annually
by comparing the carrying amount of the asset with the fair value. An impairment loss is recognized if the carrying amount is greater than fair value. Additional information
regarding our intangible assets is provided in Note 6, Intangible Assets and Software Development Costs.
Restructuring Charges. We recognize restructuring charges when a plan that materially changes the scope of our business, or the manner in which that business is
conducted, is adopted and communicated to the impacted parties, and the expenses have been incurred or are reasonably estimable. Our restructuring reserves principally
include estimates related to employee separation costs and the consolidation and impairment of facilities that will no longer be used in continuing operations. Actual amounts
could be different from those estimated. Facility reserves are calculated using a present value of future minimum lease payments, offset by an estimate for future sublease
income provided by external brokers. Present value is calculated using a credit-adjusted risk-free rate with a maturity equivalent to the lease term. Our restructuring charges are
described further in Note 4 to Consolidated Financial Statements titled, Restructuring Charges.
Share-Based Compensation. We have a stock incentive plan under which we may grant non-qualified stock options, incentive stock options, stock-settled stock appreciation
rights, time-vested restricted shares, restricted share units, performance-vested restricted shares, and performance shares. Shares issued pursuant to awards under this plan
may be made out of treasury or authorized but unissued shares.
We record compensation expense related to stock options, stock-settled stock appreciation rights, restricted shares, and performance shares granted to certain employees and
non-employee directors based on the fair value of the awards on the grant date. The fair value of restricted share and performance share awards is based on the closing price
of our common shares on the grant date. The fair value of stock option and stock-settled appreciation right awards is estimated on the grant date using the Black-Scholes-
Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of our common shares.
Additional information regarding the assumptions used to value share-based compensation awards is provided in Note 14 to the accompanying Consolidated Financial
Statements titled, Share-Based Compensation.
Capitalized Software Development Costs. The capitalization of software development cost for external use begins when a product’s technological feasibility has been
established. Capitalization ends when the resulting product is available for general market release. Amortization of the capitalized software is classified within products cost of
goods sold in the Consolidated Statements of Operations. For each capitalized software product, the annual amortization is equal to the greater of: (i) the amount computed
using the ratio that the software product’s current fiscal year gross revenue bears to the total current fiscal year and anticipated future gross revenues for that product or (ii)
the amount computed based on straight-line method over the remaining estimated economic life of the product, which is a range between three and eight years. The amount
by which unamortized software costs exceeds the net realizable value, if any, is recognized as a charge to income in the period it is determined. We capitalized approximately
$11.9 million, $13.3 million and $17.2 million during fiscal 2017, 2016 and 2015, respectively. Amortization of non-acquired developed capitalized software was $8.0 million, $0.9
million and $1.2 million during fiscal 2017, 2016 and 2015, respectively.
Adopted and Recently Issued Accounting Pronouncements
In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-01, Business Combinations (Topic 805):
Clarifying the Definition of a Business, and ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU No. 2017-01
clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or
disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The
guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. While we are still assessing the impact of this
standard, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. ASU No. 2017-04 eliminates Step 2 of the
goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the
carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. While we are still
assessing the impact of this standard, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements.
35
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the
income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for annual reporting periods
beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual reporting period. The new standard must be adopted using a modified
retrospective transition method, with the cumulative effect recognized as of the date of initial adoption. We are currently reviewing this standard to assess the impact on our
future consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides
guidance with the intent of reducing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No.
2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years with early adoption permitted, including adoption in
an interim period. We are currently reviewing this standard to assess the impact on our future consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326). This new standard changes the impairment model for most financial assets
and certain other instruments. Entities will be required to use a model that will result in the earlier recognition of allowances for losses for trade and other receivables, held-to-
maturity debt securities, loans, and other instruments. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as
reductions in the amortized cost of the securities. The new standard is effective for annual periods, and for interim periods within those annual periods, beginning after
December 15, 2019, with early adoption permitted. We are currently reviewing this standard to assess the impact on our future consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), which amends the accounting for stock-based compensation and requires
excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than stockholders' equity. This guidance also requires excess tax benefits to
be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to
account for them as they occur. ASU No. 2016-09 is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The most significant
impact of the pending adoption of this guidance on our future consolidated financial statements, will largely be dependent upon the intrinsic value of our stock-based
compensation awards at the time of vesting and may result in more variability in our effective tax rates and net (loss) income, and may also impact the calculation of common
stock equivalents, which are used in calculating diluted net income per share. In addition, upon adoption of the new guidance, we will classify excess tax benefits or deficits as
operating activities in the consolidated statements of cash flows rather than as financing activities.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than
12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend
on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance
will require both types of leases to be recognized on the balance sheet. The new guidance is effective for all periods beginning after December 15, 2018 and we are currently
evaluating the effects that the adoption of ASU No. 2016-02 will have on our consolidated financial statements, but anticipate that the new guidance will significantly impact
our consolidated financial statements given our significant number of leases.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 supersedes the revenue recognition requirements in
Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification.
Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core
principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. As originally issued, this guidance was effective for interim and annual
reporting periods beginning after December 15, 2016, and early adoption was not permitted. In July 2015, the FASB deferred the effective date by one year, to interim and
annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before the original effective date of December 15, 2016. The standard allows
entities to apply the standard retrospectively to each prior reporting period presented (“full retrospective adoption”) or retrospectively with the cumulative effect of initially
applying the standard recognized at the date of initial application (“modified retrospective adoption”). We plan to adopt ASU No. 2014-09 on its effective date for us
beginning April 1, 2018 and we are still evaluating both options and their effect on our financial statements and business.
We expect to identify similar performance obligations under ASC 606 as compared with deliverables and separate units of account previously identified. As a result, we expect
the timing of our revenue to occur in similar periods but we are still evaluating this theory especially with respect to multiple service contracts. We are assessing the new
standard’s requirement to apply a single method to measure progress towards satisfaction of performance obligations recognized over time in our contracts that contain
multiple services. We are evaluating our multiple service contracts to determine if the services are a single performance obligation under this new standard requiring a single
method of measurement. We are assessing the new standards requirement to allocate the transaction prices of our contracts based on the relative stand-alone selling price of
each our performance obligations. We are evaluating the stand-alone
36
selling prices for our performance obligations. We are also assessing the new standard’s requirement to capitalize costs associated with obtaining customer contracts,
including commission payments, which are currently expensed as incurred. We are evaluating the period over which to amortize these capitalized costs and the applicability of
the practical expediency exception which permits the continuation of expensing these costs for amortization periods of one year or less. In addition, for sales transactions that
have been billed, but for which the recognition of revenue has been deferred and the related account receivable has not been collected, we currently do not recognize deferred
revenue or the related accounts receivable on our consolidated balance sheet. Under the new standard, we will record accounts receivable and related contract liabilities for
non-cancelable contracts with customers when the right to consideration is unconditional, which we currently expect will result in increases in accounts receivable and
contract liabilities (currently presented as deferred revenue) on our consolidated balance sheet, compared to our current presentation. We are continuing to review the
impacts of adopting ASU No. 2014-09 to our consolidated financial statements and these preliminary assessments of the impacts to our consolidated financial statements are
subject to change. We expect to conclude our assessments of the impacts of adoption sometime during our fourth quarter ending March 31, 2018.
Management continually evaluates the potential impact, if any, of all recent accounting pronouncements on our consolidated financial statements or related disclosures and, if
significant, makes the appropriate disclosures required by such new accounting pronouncements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We have assets, liabilities, and cash flows in foreign currencies creating foreign exchange risk. We sell products and services internationally and enter into transactions
denominated in foreign currencies. As a result, we are subject to the variability that arises from exchange rate movements. For the fiscal years 2017, 2016 and 2015, revenue
from international operations was 6%, 4% and 5%, respectively of total revenue. The effects of foreign currency on operating results did not have a material impact on our
results of operations for the 2017, 2016 and 2015 fiscal years. At March 31, 2017, a hypothetical 10% weakening of the U.S. dollar would not materially affect our financial
statements.
We believe that inflation has had a nominal effect on our results of operations in fiscal years 2017, 2016 and 2015 and do not expect inflation to be a significant factor in fiscal
2017.
37
Item 8. Financial Statements and Supplementary Data.
Agilysys, Inc. and Subsidiaries
ANNUAL REPORT ON FORM 10-K
Year Ended March 31, 2017
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm - Grant Thornton LLP
Report of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP
Consolidated Balance Sheets as of March 31, 2017 and 2016
Consolidated Statements of Operations for the years ended March 31, 2017, 2016, and 2015
Consolidated Statements of Comprehensive Loss for the years ended March 31, 2017, 2016, and 2015
Consolidated Statements of Cash Flows for the years ended March 31, 2017, 2016 and 2015
Consolidated Statements of Shareholders' Equity for the years ended March 31, 2017, 2016, and 2015
Notes to Consolidated Financial Statements
Schedule II - Valuation and Qualifying Accounts for the years ended March 31, 2017, 2016, and 2015
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70
Board of Directors and Shareholders
Agilysys, Inc.
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Agilysys, Inc. (an Ohio corporation) and subsidiaries (the “Company”) as of March 31, 2017 and 2016,
and the related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity, and cash flows for each of the two years in the period ended
March 31, 2017. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2). These
financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Agilysys, Inc. and subsidiaries as of
March 31, 2017 and 2016, and the results of their operations and their cash flows for each of the two years in the period ended March 31, 2017 in conformity with accounting
principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial
reporting as of March 31, 2017, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and our report dated June 2, 2017 expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
Atlanta, GA
June 2, 2017
39
Table of Contents
Board of Directors and Shareholders
Agilysys, Inc.
Report of Independent Registered Public Accounting Firm
We have audited the internal control over financial reporting of Agilysys, Inc. (an Ohio corporation) and subsidiaries (the “Company”) as of March 31, 2017 based on criteria
established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2017, based on criteria established in the
2013 Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the
Company as of and for the year ended March 31, 2017, and our report dated June 2, 2017 expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Atlanta, GA
June 2, 2017
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Table of Contents
To Board of Directors and Shareholders of Agilysys, Inc.:
Report of Independent Registered Public Accounting Firm
In our opinion, the consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for the year ended March 31, 2015 present fairly,
in all material respects, the results of operations and cash flows of Agilysys, Inc. and its subsidiaries for the year ended March 31, 2015, in conformity with accounting
principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule for the year ended March 31, 2015 presents fairly, in
all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement
schedule based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
June 5, 2015
41
Table of Contents
(In thousands, except share data)
ASSETS
Current assets:
AGILYSYS, INC.
CONSOLIDATED BALANCE SHEETS
As of March 31,
2017
2016
Cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $509 and $617, respectively
Inventories
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Goodwill
Intangible assets, net
Software development costs, net
Other non-current assets
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable
Deferred revenue
Accrued liabilities
Capital lease obligations, current
Total current liabilities
Deferred income taxes, non-current
Capital lease obligations, non-current
Other non-current liabilities
Commitments and contingencies (see Note 12)
Shareholders' equity:
Common shares, without par value, at $0.30 stated value; 80,000,000 shares authorized; 31,606,831 shares
issued; 23,210,682 and 22,942,586 shares outstanding at March 31, 2017 and March 31, 2016, respectively
Treasury shares, 8,396,149 and 8,664,245 at March 31, 2017 and March 31, 2016, respectively
Capital in excess of stated value
Retained earnings
Accumulated other comprehensive loss
Total shareholders' equity
Total liabilities and shareholders' equity
See accompanying notes to consolidated financial statements.
42
$
$
$
$
49,255 $
15,598
2,211
6,456
73,520
16,000
19,622
8,530
46,999
2,634
167,305 $
8,702 $
29,183
8,331
121
46,337
3,181
116
4,002
9,482
(2,519)
(5,782)
112,692
(204)
113,669
167,305 $
60,608
22,017
2,692
10,184
95,501
15,252
19,622
8,576
43,160
3,046
185,157
7,761
33,241
12,980
118
54,100
3,075
215
4,294
9,482
(2,600)
(7,645)
124,413
(177)
123,473
185,157
Table of Contents
AGILYSYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Net revenue:
Products
Support, maintenance and subscription services
Professional services
Total net revenue
Cost of goods sold:
Products, inclusive of developed technology amortization
Support, maintenance and subscription services
Professional services
Total cost of goods sold
Gross profit
Gross profit margin
Operating expenses:
Product development
Sales and marketing
General and administrative
Depreciation of fixed assets
Amortization of intangibles
Restructuring, severance and other charges
Impairments and other fair value adjustments
Legal settlements
Operating loss
Other (income) expense:
Interest income
Interest expense
Other (income) expense, net
Loss before taxes
Income tax expense (benefit)
Net loss
Weighted average shares outstanding - basic and diluted
Net loss per share-basic and diluted
2017
Year ended March 31,
2016
2015
$
38,339
63,308
26,031
127,678
28,244
16,965
18,684
63,893
63,785
$
41,445
60,104
18,817
120,366
23,326
15,394
13,540
52,260
68,106
31,846
56,013
15,655
103,514
18,732
12,461
12,240
43,433
60,081
50.0%
56.6%
58.0%
29,048
20,823
19,875
2,409
1,392
1,561
—
85
(11,408)
(162)
15
224
(11,485)
236
(11,721)
22,615
$
26,688
19,740
21,818
2,199
1,243
283
180
268
(4,313)
(92)
29
(491)
(3,759)
6
(3,765)
22,483
$
25,316
16,357
21,668
2,225
3,461
1,836
1,482
203
(12,467)
(110)
48
146
(12,551)
(1,054)
(11,497)
22,338
(0.52)
$
(0.17)
$
(0.51)
$
$
$
See accompanying notes to consolidated financial statements.
43
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AGILYSYS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
Net loss
Other comprehensive loss, net of tax:
Unrealized foreign currency translation adjustments
Unrealized loss on sale of securities
Total comprehensive loss
Year ended March 31,
2016
2017
2015
$
(11,721) $
(3,765) $
(11,497)
(27)
—
$
(11,748) $
(26)
—
(3,791) $
(9)
(8)
(11,514)
See accompanying notes to consolidated financial statements.
44
Table of Contents
(In thousands)
AGILYSYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating activities
Net loss
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities:
Net restructuring, severance and other charges
Net legal settlements
Impairments and other fair value adjustments
Loss on disposal of property & equipment
Depreciation
Amortization
Amortization of developed technology
Share-based compensation
Contingent consideration adjustment
Deferred income taxes
Change in cash surrender value of company owned life insurance policies
Excess tax benefit from equity awards
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid expense
Accounts payable
Deferred revenue
Accrued liabilities
Income taxes receivable
Other changes, net
Net cash provided by (used in) operating activities
Investing activities
Proceeds from sale of business units
Cash paid for acquisitions, net
Investment in marketable securities
Proceeds from sale of marketable securities
Capital expenditures
Capitalized software development costs
Additional (investments in) proceeds from corporate-owned life insurance policies
Net cash used in investing activities
Financing activities
Payments to settle contingent consideration arising from business acquisitions
Principal payments under long-term obligations
Exercise of employee stock options
Repurchase of common shares to satisfy employee tax withholding
Excess tax benefit from equity awards
Net cash used in financing activities from continuing operations
Effect of exchange rate changes on cash
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
See accompanying notes to consolidated financial statements.
45
$
Year ended March 31,
2016
2015
2017
$
(11,721) $
(3,765) $
(11,497)
(224)
(100)
—
70
2,409
1,392
8,012
2,427
—
142
(18)
—
6,372
476
1,946
554
(4,034)
(4,250)
45
(65)
3,433
—
—
—
—
(4,158)
(11,888)
2,181
(13,865)
(197)
(117)
—
(533)
—
(847)
(74)
(11,353)
60,608
49,255 $
(333)
185
87
381
2,199
1,243
1,022
3,405
93
23
(564)
—
3,237
(2,051)
(4,532)
(7,896)
9,364
5,330
16
(226)
7,218
—
—
—
—
(5,900)
(15,048)
(65)
(21,013)
—
(142)
—
(435)
—
(577)
(87)
(14,459)
75,067
60,608 $
134
(1,511)
3,454
—
2,225
3,461
1,294
3,140
(1,619)
(371)
(57)
(14)
(1,935)
(171)
(526)
5,528
1,146
(3,868)
(823)
(176)
(2,186)
809
(3,750)
(10,240)
10,107
(4,650)
(15,813)
1,905
(21,632)
—
(144)
102
(373)
14
(401)
(280)
(24,499)
99,566
75,067
Table of Contents
AGILYSYS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common Shares
Issued
Stated
value
In Treasury
Stated
value
Shares
Shares
Capital in
excess of
Accumulated
other
stated
Retained comprehensive
value
earnings
loss
Total
31,607 $
9,482
(9,139) $
(2,741) $ (13,409) $ 139,675 $
(134) $ 132,873
—
—
—
—
—
—
—
—
31,607 $
—
—
—
—
—
—
31,607
—
—
—
—
—
—
31,607 $
—
—
—
—
—
—
—
—
9,482
—
—
—
—
—
—
9,482
—
—
—
—
—
—
9,482
—
342
21
—
102
5
3,140
(102)
97
—
—
—
—
—
—
3,140
—
102
(41)
—
—
—
—
(8,817) $
(12)
—
—
—
—
—
(415)
14
—
— (11,497)
—
—
—
—
(2,646) $ (10,675) $ 128,178 $
—
181
2
(30)
—
—
(8,664)
—
277
33
—
54
1
(9)
—
—
(2,600)
—
83
10
3,405
(54)
(1)
(320)
—
—
(7,645)
2,427
(83)
(10)
—
—
—
—
(3,765)
—
124,413
—
—
—
—
—
(427)
14
(11,497)
(9)
(8)
(151) $ 124,188
(9)
(8)
—
—
—
—
—
(26)
(177)
—
—
—
3,405
—
—
(329)
(3,765)
(26)
123,473
2,427
—
—
(43)
—
—
(8,397) $
(12)
—
—
(2,519) $
(471)
—
— (11,721)
—
—
(5,782) $ 112,692 $
—
(483)
— (11,721)
(27)
(27)
(204) $ 113,669
(In thousands, except share data)
Balance at March 31, 2014
Non-cash share based compensation
expense
Restricted shares issued
Shares issued upon exercise of stock
options and SSARs
Shares withheld for taxes upon
exercise of stock options, SSARs or
vesting of restricted shares
Excess tax benefit from equity awards
Net loss
Unrealized translation adjustment
Unrealized loss on securities
Balance at March 31, 2015
Non-cash share based compensation
expense
Restricted shares issued, net
Shares issued upon exercise of stock
options and SSARs
Shares withheld for taxes upon
exercise of stock options, SSARs or
vesting of restricted shares
Net loss
Unrealized translation adjustment
Balance at March 31, 2016
Non-cash share based compensation
expense
Restricted shares issued, net
Shares issued upon exercise of stock
options and SSARs
Shares withheld for taxes upon
exercise of stock options, SSARs or
vesting of restricted shares
Net loss
Unrealized translation adjustments
Balance at March 31, 2017
See accompanying notes to consolidated financial statements.
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Table of Contents
Agilysys, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Table amounts in thousands, except per share data)
1. Nature of Operations
Agilysys is a leading technology company that provides innovative software for point-of-sale (POS), property management (PMS), inventory and procurement, workforce
management, analytics, document management and mobile and wireless solutions and services to the hospitality industry. Our solutions and services allow property
managers to better connect, interact and transact with their customers and enhance their customer relationships by streamlining operations, improving efficiency, increasing
guest recruitment and wallet share, and enhancing the overall guest experience. We serve four major market sectors: Gaming, both corporate and tribal; Hotels, Resorts and
Cruise; Foodservice Management; and Restaurants, Universities, Stadia and Healthcare. A significant portion of our consolidated revenue is derived from contract support,
maintenance and subscription services.
Agilysys operates throughout North America, Europe and Asia, with corporate services located in Alpharetta, GA. For more information, visit www.agilysys.com.
Reference herein to any particular year or quarter refers to periods within the fiscal year ended March 31. For example, fiscal 2017 refers to the fiscal year ended March 31,
2017.
2. Summary of Significant Accounting Policies
Principles of consolidation. The consolidated financial statements include the accounts of Agilysys, Inc. and subsidiaries. Investments in affiliated companies are accounted
for by the equity or cost method, as appropriate. All inter-company accounts have been eliminated.
Use of estimates. Preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make
estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates.
Cash and cash equivalents. We consider all highly liquid investments purchased with an original maturity from date of acquisition of three months or less to be cash
equivalents. Other highly liquid investments considered cash equivalents with no established maturity date are fully redeemable on demand (without penalty) with settlement
of principal and accrued interest on the following business day after instruction to redeem. Such investments are readily convertible to cash with no penalty and can include
certificates of deposit, commercial paper, treasury bills, money market funds and other investments.
Allowance for doubtful accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the inability or unwillingness of our customers to make
required payments. These allowances are based on both recent trends of certain customers estimated to be a greater credit risk as well as historic trends of the entire customer
pool. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. To
mitigate this credit risk we perform periodic credit evaluations of our customers.
Inventories. Our inventories are comprised of finished goods. Inventories are stated at the lower of cost or market, net of related reserves. The cost of inventory is computed
using a weighted-average method. Our inventory is monitored to ensure appropriate valuation. Adjustments of inventories to the lower of cost or market, if necessary, are
based upon contractual provisions such as turnover and assumptions about future demand and market conditions. If assumptions about future demand change and/or actual
market conditions are less favorable than those projected by management, additional adjustments to inventory valuations may be required. We provide a reserve for
obsolescence, which is calculated based on several factors, including an analysis of historical sales of products and the age of the inventory. Actual amounts could be
different from those estimated.
Goodwill and Other Indefinite-Lived Intangible Assets. Goodwill represents the excess purchase price paid over the fair value of the net assets of acquired companies. The
carrying amount of goodwill was $19.6 million as of March 31, 2017 and 2016. Goodwill is tested for impairment on an annual basis, or in interim periods if indicators of
potential impairment exist. The Company evaluates whether goodwill is impaired by comparing its market capitalization based on its closing stock price (Level 1 input) to the
book value of its equity on the annual evaluation date. Based on testing performed, the Company concluded that no impairment of its goodwill has occurred for the years
ended March 31, 2017, 2016 and 2015.
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The Company is also required to compare the fair values of other indefinite-lived intangible assets to their carrying amounts at least annually, or when current events and
circumstances require an interim assessment. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized.
During the fourth quarter of fiscal 2015, one of our remaining two indefinite-lived trade names was determined to have a finite life and subsequently written down to its fair
value to be amortized over five years. The remaining indefinite-lived intangible asset is not amortized; rather, it is tested for impairment at least annually by comparing the
carrying amount of the asset with the fair value. An impairment loss is recognized if the carrying amount is greater than fair value. Additional information regarding our other
indefinite-lived intangible assets is provided in Note 6, Intangible Assets and Software Development Costs.
Intangible assets. Purchased intangible assets with finite lives are primarily amortized using the straight-line method over the estimated economic lives of the assets. Our
finite-lived intangible assets are amortized over periods between two and eight years. Customer relationships are amortized over estimated useful lives between two and seven
years; non-competition agreements are amortized over estimated useful lives between two and eight years; developed technology is amortized over estimated useful lives
between three and eight years; supplier relationships are amortized over estimated useful lives between two and eight years.
Long-lived assets. Property and equipment are recorded at cost. Major renewals and improvements are capitalized. Minor replacements, maintenance, repairs, and
reengineering costs are expensed as incurred. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts
and any resulting gain or loss is recognized.
Depreciation and amortization are provided in amounts sufficient to amortize the cost of the assets, including assets recorded under capital leases, which make up less than
one percent of total assets, over their estimated useful lives using the straight-line method. The estimated useful lives for depreciation and amortization are as follows:
buildings and building improvements - 7 to 30 years; furniture - 7 to 10 years; equipment - 3 to 10 years; software - 3 to 10 years; and leasehold improvements over the shorter
of the economic life or the lease term. Internal use software costs are expensed or capitalized depending on the project stage. Amounts capitalized are amortized over the
estimated useful lives of the software, ranging from 3 to 10 years, beginning with the project's completion. Capitalized project expenditures are not depreciated until the
underlying project is completed.
We evaluate the recoverability of our long-lived assets whenever changes in circumstances or events may indicate that the carrying amounts may not be recoverable. An
impairment loss is recognized in the event the carrying value of the assets exceeds the future undiscounted cash flows attributable to such assets.
Foreign currency translation. The financial statements of our foreign operations are translated into U.S. dollars for financial reporting purposes. The assets and liabilities of
foreign operations whose functional currencies are not in U.S. dollars are translated at the period-end exchange rates, while revenue and expenses are translated at weighted-
average exchange rates during the fiscal year. The cumulative translation effects are reflected as a component of “Accumulated other comprehensive loss” within
shareholders' equity in the Consolidated Balance Sheets. Gains and losses on monetary transactions denominated in other than the functional currency of an operation are
reflected within “Other (income) expenses, net” in the Consolidated Statements of Operations. Foreign currency gains and losses from changes in exchange rates have not
been material to our consolidated operating results.
Revenue recognition. We derive revenue from the sale of products (i.e., server, storage, and point of sale hardware, and software), support, maintenance and subscription
services and professional services. Revenue is recorded in the period in which the goods are delivered or services are rendered and when the following criteria are met:
persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sales price to the customer is fixed or determinable, and collection is
reasonably assured. We reduce revenue for estimated discounts, sales incentives, estimated customer returns, and other allowances. Discounts are offered based on the
volume of products and services purchased by customers. 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. For the fiscal years 2017, 2016 and 2015, revenue from
international operations was 6%, 5% and 5%, respectively of total revenue. Our current customer base is highly fragmented, with the exception of one customer representing
approximately 10% of consolidated revenue for the year ended March 31, 2017.
We frequently enter into multiple-element arrangements with customers including hardware, software, professional consulting services and maintenance support services. For
arrangements involving multiple deliverables, when deliverables include software and non-software products and services, we evaluate and separate each deliverable to
determine whether it represents a separate unit of accounting based on the following criteria: (a) the delivered item has value to the customer on a stand-alone basis; and (b) if
the contract includes a general right of return relative to the delivered item, delivery or performance of the undelivered items is considered probable and substantially in our
control.
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Consideration is allocated to each unit of accounting based on the unit's relative selling prices. In such circumstances, we use a hierarchy to determine the selling price to be
used for allocating revenue to each deliverable: (i) vendor-specific objective evidence of selling price (VSOE), and (ii) best estimate of selling price (BESP). VSOE generally
exists only when we sell the deliverable separately and is the price actually charged by us for that deliverable. VSOE is established for our software maintenance services and
we use BESP to establish selling prices for our non-software related services. BESP is primarily used for elements that are not consistently priced within a narrow range. We
determine BESP for a deliverable by considering multiple factors including product class, geography, average discount, and management's historical pricing practices.
Amounts allocated to the delivered hardware and software elements are recognized at the time of sale provided the other conditions for revenue recognition have been met.
Amounts allocated to the undelivered maintenance and other services elements are recognized as the services are provided or on a straight-line basis over the service period.
In certain instances, customer acceptance is required prior to the passage of title and risk of loss of the delivered products. In such cases, revenue is not recognized until the
customer acceptance is obtained. Delivery and acceptance generally occur in the same reporting period.
In situations where our solutions contain software that is more than incidental, revenue related to the software and software-related elements is recognized in accordance with
authoritative guidance on software revenue recognition. For the software and software-related elements of such transactions, revenue is allocated based on the relative fair
value of each element, and fair value is determined by VSOE. If we cannot objectively determine the fair value of any undelivered element included in such multiple-element
arrangements, we defer revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining
undelivered elements. When the fair value of a delivered element has not been established, but fair value exists for the undelivered elements, we use the residual method to
recognize revenue. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the
delivered elements and is recognized as revenue.
Revenue recognition for complex contractual arrangements, especially those with multiple elements, requires a significant level of judgment and is based upon a review of
specific contracts, past experience, the selling price of undelivered elements when sold separately, creditworthiness of customers, international laws and other factors.
Changes in judgments about these factors could impact the timing and amount of revenue recognized between periods.
Revenue for hardware sales is recognized when the product is shipped to the customer and when obligations that affect the customer's final acceptance of the arrangement
have been fulfilled. A majority of our hardware sales involves shipment directly from its suppliers to the end-user customers. In these transactions, we are the primary obligor
as 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.
We offer proprietary software as well as remarketed software for sale to our customers. We offer our customers the right to license the software under a variety of models. Our
customers can license our software under a perpetual model for an upfront fee or a subscription model. For subscription arrangements, we allow customers the right to use
software, receive unspecified products as well as unspecified upgrades and enhancements and entitle the customer to receive hosting services for a specified term. The
subscription revenue is generally recognized ratably over the term of the arrangement, typically three to five years. Revenue from subscription service arrangements is
included in Support, maintenance and subscription services in the Consolidated Statements of Operations. A majority of our software sales do not require significant
production, modification, or customization at the time of shipment (physically or electronically) to the customer. Substantially all of our software license arrangements do not
include acceptance provisions. As such, revenue from both proprietary and remarketed software sales is typically recognized when the software has been shipped. For
software delivered electronically, delivery is considered to have occurred when the customer either takes possession of the software via downloading or has been provided
with the requisite codes that allow for immediate access to the software based on the U.S. Eastern time zone time stamp.
We also offer proprietary and third-party services to our customers. Proprietary services generally include: consulting, installation, integration and training. Many of our
software arrangements include consulting services sold separately under consulting engagement contracts. When the arrangements qualify as service transactions,
consulting revenue from these arrangements are accounted for separately from the software revenue. The significant factors considered in determining whether the revenue
should be accounted for separately include the nature of the services (i.e., consideration of whether the services are essential to the functionality of the software), degree of
risk, availability of services from other vendors, timing of payments, and the impact of milestones or other customer acceptance criteria on revenue realization. If there is
significant uncertainty about the project completion or receipt of payment for consulting services, the revenue is deferred until the uncertainty is resolved.
For certain long-term proprietary service contracts with fixed or “not to exceed” fee arrangements, we estimate proportional performance using the hours incurred as a
percentage of total estimated hours to complete the project consistent with the percentage-
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of-completion method of accounting. Accordingly, revenue for these contracts is recognized based on the proportion of the work performed on the contract. If there is no
sufficient basis to measure progress toward completion, the revenue is recognized when final customer acceptance is received. Adjustments to contract price and estimated
service hours are made periodically, and losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined. The
aggregate of collections on uncompleted contracts in excess of related revenue is shown as a current liability.
If an arrangement does not qualify for separate accounting of the software and consulting services, then the software revenue is recognized together with the consulting
services using the percentage-of-completion or completed contract method of accounting. Contract accounting is applied to arrangements that include: milestones or
customer-specific acceptance criteria that may affect the collection of revenue, significant modification or customization of the software, or provisions that tie the payment for
the software to the performance of consulting services.
We also offer proprietary and third-party support to our customers. Support generally includes: support and maintenance of software and hardware products and subscription
services. Revenue relating to proprietary support services is recognized evenly over the coverage period of the underlying agreement within support, maintenance and
subscription revenue. In instances where we offer third-party support contracts to our customer, and the supplier is determined to be the primary obligor in the transaction, we
report revenue at the time of the sale, only in the amount of the “commission” (equal to the selling price less the cost of sale) received rather than reporting revenue in the full
amount of the selling price with separate reporting of the cost of sale.
Comprehensive (loss) income. Comprehensive (loss) income is the total of net (loss) income, as currently reported under GAAP, plus other comprehensive (loss) income.
Other comprehensive (loss) income considers the effects of additional transactions and economic events that are not required to be recorded in determining net (loss) income,
but rather are reported as a separate statement of comprehensive (loss) income.
Fair value measurements. We measure the fair value of financial assets and liabilities on a recurring or non-recurring basis. Financial assets and liabilities measured on a
recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those
that are adjusted to fair value when a significant event occurs. In determining fair value of financial assets and liabilities, we use various valuation techniques. Additional
information regarding fair value measurements is provided in Note 15, Fair Value Measurements.
Investments in corporate-owned life insurance policies. Agilysys invests in corporate-owned life insurance policies, for which some are endorsement split-dollar life
insurance arrangements. We entered into non-cancelable agreements with each of the former executives, whereby we must maintain the life insurance policy for a specified
amount and split a portion of the policy benefits with their designated beneficiary. Our investment in these corporate-owned life insurance policies were recorded at their cash
surrender value, which approximates fair value at the balance sheet date. During fiscal 2017, we received $2.2 million related to the death benefit due to us on redemption of
two of these policies. In the consolidated balance sheets at the balance sheet date, the cash surrender value of $0.8 million for the remaining policies were held in “Other non-
current assets,” and the present value of future proceeds owed to those executives' designated beneficiary of $0.1 million, which approximates fair value, were recorded within
"Other non-current liabilities."
Additional information regarding the investments in corporate-owned life insurance policies is provided in Note 11, Employee Benefit Plans.
Income Taxes. Income tax expense includes U.S. and foreign income taxes and is based on reported income before income taxes. We recognize deferred tax assets and
liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are
determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized.
We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will
not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative
evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the
implementation of tax planning strategies.
We recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based
on the technical merits of the position. The tax benefits recognized from uncertain tax positions are measured at the largest amount of benefit that is greater than fifty percent
likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. Interest related to uncertain tax positions is
recognized as part of the provision for income taxes and is accrued beginning in the period that such interest would be applicable
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under relevant tax law until such time that the related tax benefits are recognized. Our income taxes are described further in Note 10, Income Taxes.
Capitalized Software Development Costs. The capitalization of software development cost for external use begins when a product’s technological feasibility has been
established. Capitalization ends when the resulting product is available for general market release. Amortization of the capitalized software is classified within products cost of
goods sold in the Consolidated Statements of Operations. For each capitalized software product, the annual amortization is equal to the greater of: (i) the amount computed
using the ratio that the software product’s current fiscal year gross revenue bears to the total current fiscal year and anticipated future gross revenues for that product or (ii)
the amount computed based on straight-line method over the remaining estimated economic life of the product, which is a range between three and eight years. The amount
by which unamortized software costs exceeds the net realizable value, if any, is recognized as a charge to income in the period it is determined.
Advertising and Promotion Expense. We expense advertising and promotion expense as incurred. Advertising and promotion expense was $2.6 million, $1.7 million and $1.3
million in fiscal 2017, 2016 and 2015, respectively.
Correction of Errors. In connection with the preparation of our Consolidated Financial Statements for the second quarter of fiscal 2016, we identified errors in the manner in
which we capitalize internal labor on software development projects. An error in the method by which internal resources account for administrative time resulted in the over
capitalization of costs during the last six months of fiscal 2015 and the first three months of fiscal 2016. The error for each of the three months ended December 31, 2014,
March 31, 2015, and June 30, 2015, was $0.1 million. We corrected these errors during the second quarter of fiscal 2016. In accordance with accounting guidance found in ASC
250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), we assessed the materiality of the errors and concluded that the errors were not material to any of our previously
issued financial statements. Correction of the errors is also not material to our fiscal 2016 results.
Reclassification - Certain prior year balances have been reclassified to conform to the current year presentation. Specifically, we reclassified approximately $1.1 million from
software development costs to property and equipment on the Consolidated Balance Sheet as of March 31, 2016, which also impacted the Consolidated Statement of Cash
Flows for the year ended March 31, 2016.
Adopted and Recently Issued Accounting Pronouncements
In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-01, Business Combinations (Topic 805):
Clarifying the Definition of a Business, and ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU No. 2017-01
clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or
disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The
guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. While we are still assessing the impact of this
standard, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. ASU No. 2017-04 eliminates Step 2 of the
goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the
carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. While we are still
assessing the impact of this standard, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements.
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the
income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for annual reporting periods
beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual reporting period. The new standard must be adopted using a modified
retrospective transition method, with the cumulative effect recognized as of the date of initial adoption. We are currently reviewing this standard to assess the impact on our
future consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides
guidance with the intent of reducing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No.
2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years with early adoption permitted, including adoption in
an interim period. We are currently reviewing this standard to assess the impact on our future consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326). This new standard changes the impairment model for most financial assets
and certain other instruments. Entities will be required to use a model that will result in the earlier recognition of allowances for losses for trade and other receivables, held-to-
maturity debt securities, loans, and other instruments. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as
reductions in the amortized cost of the securities. The new standard is effective for annual periods, and for interim periods within those
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annual periods, beginning after December 15, 2019, with early adoption permitted. We are currently reviewing this standard to assess the impact on our future consolidated
financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), which amends the accounting for stock-based compensation and requires
excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than stockholders' equity. This guidance also requires excess tax benefits to
be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to
account for them as they occur. ASU No. 2016-09 is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The most significant
impact of the pending adoption of this guidance on our future consolidated financial statements, will largely be dependent upon the intrinsic value of our stock-based
compensation awards at the time of vesting and may result in more variability in our effective tax rates and net (loss) income, and may also impact the calculation of common
stock equivalents, which are used in calculating diluted net income per share. In addition, upon adoption of the new guidance, we will classify excess tax benefits or deficits as
operating activities in the consolidated statements of cash flows rather than as financing activities.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than
12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend
on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance
will require both types of leases to be recognized on the balance sheet. The new guidance is effective for all periods beginning after December 15, 2018 and we are currently
evaluating the effects that the adoption of ASU No. 2016-02 will have on our consolidated financial statements, but anticipate that the new guidance will significantly impact
our consolidated financial statements given our significant number of leases.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 supersedes the revenue recognition requirements in
Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification.
Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core
principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. As originally issued, this guidance was effective for interim and annual
reporting periods beginning after December 15, 2016, and early adoption was not permitted. In July 2015, the FASB deferred the effective date by one year, to interim and
annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before the original effective date of December 15, 2016. The standard allows
entities to apply the standard retrospectively to each prior reporting period presented (“full retrospective adoption”) or retrospectively with the cumulative effect of initially
applying the standard recognized at the date of initial application (“modified retrospective adoption”). We plan to adopt ASU No. 2014-09 on its effective date for us
beginning April 1, 2018 and we are still evaluating both options and their effect on our financial statements and business.
We expect to identify similar performance obligations under ASC 606 as compared with deliverables and separate units of account previously identified. As a result, we expect
the timing of our revenue to occur in similar periods but we are still evaluating this theory especially with respect to multiple service contracts. We are assessing the new
standard’s requirement to apply a single method to measure progress towards satisfaction of performance obligations recognized over time in our contracts that contain
multiple services. We are evaluating our multiple service contracts to determine if the services are a single performance obligation under this new standard requiring a single
method of measurement. We are assessing the new standards requirement to allocate the transaction prices of our contracts based on the relative stand-alone selling price of
each our performance obligations. We are evaluating the stand-alone selling prices for our performance obligations. We are also assessing the new standard’s requirement to
capitalize costs associated with obtaining customer contracts, including commission payments, which are currently expensed as incurred. We are evaluating the period over
which to amortize these capitalized costs and the applicability of the practical expediency exception which permits the continuation of expensing these costs for amortization
periods of one year or less. In addition, for sales transactions that have been billed, but for which the recognition of revenue has been deferred and the related account
receivable has not been collected, we currently do not recognize deferred revenue or the related accounts receivable on our consolidated balance sheet. Under the new
standard, we will record accounts receivable and related contract liabilities for non-cancelable contracts with customers when the right to consideration is unconditional,
which we currently expect will result in increases in accounts receivable and contract liabilities (currently presented as deferred revenue) on our consolidated balance sheet,
compared to our current presentation. We are continuing to review the impacts of adopting ASU No. 2014-09 to our consolidated financial statements and these preliminary
assessments of the impacts to our consolidated financial statements are subject to change. We expect to conclude our assessments of the impacts of adoption sometime
during our fourth quarter ending March 31, 2018.
Management continually evaluates the potential impact, if any, of all recent accounting pronouncements on our consolidated financial statements or related disclosures and, if
significant, makes the appropriate disclosures required by such new accounting pronouncements.
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3. Acquisitions
Purchase of assets from Dining Ventures - Fiscal 2015
On July 3, 2014 Agilysys purchased certain assets from Dining Ventures, Inc. The acquired assets are the base for our rGuest® Seat product, a dining reservations and table
management application. The purchase consideration was approximately $3.8 million and was funded with cash on hand. Management concluded that this acquisition was not
a material acquisition under the provisions of ASC 805, Business Combinations (ASC 805). The results derived from this purchased asset have been included in our
Consolidated Financial Statements from the date of acquisition and did not have a material impact on our consolidated financial statements or related disclosures.
The following is a summary of the fair values of the assets acquired in the acquisition:
(In thousands)
Goodwill
Developed technology
Total assets acquired
$
$
2,464
1,286
3,750
The goodwill of approximately $2.5 million arising from the acquisition consists largely of synergies expected from combining the developed technology of Dining Ventures
with Agilysys' operations. The goodwill from this acquisition is deductible for tax purposes over a period of 15 years.
The following is a summary of the intangible asset acquired and the weighted-average useful life over which it will be amortized.
Developed technology
Weighted-average
Purchased assets
$
1,286
useful life
5 years
The developed technology acquired from Dining Ventures was determined to be an internal use asset and is therefore carried in fixed assets on the balance sheet and
amortized in operating expenses.
4. Restructuring Charges
We recognize restructuring charges when a plan that materially changes the scope of our business or the manner in which that business is conducted is adopted and
communicated to the impacted parties, and the expenses have been incurred or are reasonably estimable. In addition, we assess the property and equipment associated with
the related facilities for impairment. The remaining useful lives of property and equipment associated with the related operations are re-evaluated based on the respective
restructuring plan, resulting in the acceleration of depreciation and amortization of certain assets.
Fiscal 2016 Restructuring Plan
In the fourth quarter of fiscal 2016, we continued our efforts to better align product development and general and administrative functions with our company strategy and to
reduce operating costs. To date, we have recorded $0.5 million in restructuring charges related to the fiscal 2016 restructuring plan, comprised of severance, other employee
related benefits and early lease termination. As of March 31,2017 there was no remaining liability for the fiscal 2016 restructuring plan.
Fiscal 2015 Restructuring Plan
During 2015, we implemented restructuring actions to better align product development, sales and marketing and general and administrative functions with our company
strategy and to reduce operating costs. As of March 31, 2017, there was no further liability for the fiscal 2015 restructuring activity.
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Following is a reconciliation of the beginning and ending balances of the restructuring liability:
Balance at
March 31,
2016
Provision
Payments
$
311 $
—
311
200 $
43
243
(511) $
(43)
(554)
Balance at
March 31,
2015
Provision
Payments
$
— $
328 $
(17) $
450
450
(64)
264
(386)
(403)
Balance at
March 31,
2017
Balance at
March 31,
2016
—
—
—
311
—
311
(In thousands)
Fiscal 2016 Restructuring Plan:
Severance and employment costs
Early lease termination
Total restructuring costs
(In thousands)
Fiscal 2016 Restructuring Plan:
Severance and employment costs
Fiscal 2015 Restructuring Plan:
Severance and employment costs
Total restructuring costs
5. Property and Equipment, Net
Property and equipment at March 31, 2017 and 2016 is as follows:
(In thousands)
Furniture and equipment
Software
Leasehold improvements
Project expenditures not yet in use
Accumulated depreciation and amortization
Property and equipment, net
Year ended March 31,
2017
2016
$
$
7,955 $
12,013
6,317
2,217
28,502
(12,502)
16,000 $
7,787
8,674
6,238
2,364
25,063
(9,811)
15,252
Total depreciation expense on property and equipment was $2.4 million, $2.2 million, and $2.2 million during fiscal 2017, 2016 and 2015, respectively.
The Company capitalizes internal-use software, including software used exclusively in providing services or that is only made available to customers as a software service, as
property and equipment under ASC 350-40, Internal-Use Software.
Total amortization expense on capitalized internal-use software was $1.4 million, $1.2 million and $2.5 million during fiscal 2017, 2016, and 2015, respectively.
During the fourth quarter of fiscal 2015, a shift in customer preference for next generation offerings with more features and compatibility as compared to our Elevate™ POS
hosted subscription solution, resulted in a write-off in the amount of $1.5 million. This charge is classified within "Impairments and other fair value adjustments" in the
Consolidated Statements of Operations.
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Assets under capital leases are included in property and equipment categories above. Total assets under capital leases at March 31, 2017 and 2016 are as follows:
(In thousands)
Capital leases
Less accumulated depreciation
Assets under capital lease, net
6. Intangible Assets and Software Development Costs
Year ended March 31,
2017
2016
$
$
702 $
(474)
228 $
762
(329)
433
The following table summarizes our intangible assets and software development costs at March 31, 2017, and 2016:
(In thousands)
Amortized intangible assets:
Customer relationships
Non-competition agreements
Developed technology
Accumulated impairment
Trade names
Patented technology
Indefinite-lived intangible assets:
Trade names
Accumulated impairment
Finite life reclassification
Total intangible assets
Software development costs
Project expenditures not yet in use
Accumulated impairment
Total software development costs
Gross
carrying
amount
2017
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
2016
Accumulated
amortization
Net
carrying
amount
$
$
$
$
10,775 $
2,700
10,660
(262)
230
80
24,183
9,200
(570)
(230)
8,400
32,583 $
47,989 $
10,757
(1,391)
57,355 $
(10,775) $
(2,700)
(10,398)
N/A
(100)
(80)
(24,053)
N/A
N/A
N/A
N/A
(24,053) $
(10,356) $
—
N/A
(10,356) $
— $
—
262
(262)
130
—
130
9,200
(570)
(230)
8,400
8,530 $
37,633 $
10,757
(1,391)
46,999 $
10,775 $
2,700
10,660
(262)
230
80
24,183
9,200
(570)
(230)
8,400
32,583 $
6,359 $
40,536
(1,391)
45,504 $
(10,775) $
(2,700)
(10,398)
N/A
(54)
(80)
(24,007)
N/A
N/A
N/A
N/A
(24,007) $
(2,344) $
—
N/A
(2,344) $
—
—
262
(262)
176
—
176
9,200
(570)
(230)
8,400
8,576
4,015
40,536
(1,391)
43,160
Indefinite-lived intangible assets, comprised of our purchased trade name InfoGenesis™ as of March 31,2017 and 2016 are tested for impairment upon identification of
impairment indicators, at least annually. An impairment loss is recognized if the carrying amount is greater than fair value. . The InfoGenesis™ indefinite-lived purchased trade
name impairment testing resulted in a fair value exceeding the carrying amount for the years ending March 31, 2017, 2016 and 2015.
During the fourth quarter of fiscal 2015, certain restructuring activities incurred to better align product development, sales and marketing and general and administrative
functions impacted the expected remaining useful life of the products under the Eatec® trade name. The trade name was determined to have a finite life and subsequently
written down to its fair value to be amortized over five years. The fair value of this trade name was calculated based on future cash flows over the remaining useful life
resulting in an
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impairment charge of $0.6 million for the year ended March 31, 2015. This charge is classified within "Impairments and other fair value adjustments" in the Consolidated
Statements of Operations.
At each balance sheet date, the unamortized capitalized software development costs for external use is compared to the net realizable value of that product by analyzing
critical inputs such as costs necessary to bring the software to market, life of the software, and market capacity. The amount by which unamortized software costs exceeds the
net realizable value, if any, is recognized as a charge to income in the period it is determined. As of March 31, 2016, we determined that the remaining net book value of our
acquired developed technology WMx®™ exceeded its net realizable value resulting in an impairment charge of $0.3 million. Additionally, as of March 31, 2015, we determined
that the remaining net book value of our InfoGenesis Mobile (IG Mobile) software exceeded its net realizable value resulting in an impairment charge of $1.4 million. These
charges are classified within "Impairments and other fair value adjustments" in the Consolidated Statements of Operations.
The following table summarizes our remaining estimated amortization expense relating to in service intangible assets and software development costs.
(In thousands)
Fiscal year ending March 31,
2018
2019
2020
2021
2022
Total
Estimated
Amortization
Expense
$
$
9,272
9,150
8,411
8,326
1,083
36,242
Amortization expense related to software development costs related to assets to be sold, leased, or otherwise marketed was $8.0 million, $1.0 million and $1.3 million for the
fiscal years ended March 31, 2017, 2016 and 2015, respectively. These charges are included as Products cost of goods sold within the Consolidated Statements of Operations.
Amortization expense relating to other definite-lived intangible assets was $46,000, $46,000, and $0.9 million for the fiscal years ended March 31, 2017, 2016 and 2015,
respectively. These charges are classified as operating expenses within the Consolidated Statements of Operations.
Capitalized software development costs are carried on our balance sheet at net realizable value, net of accumulated amortization. We capitalized approximately $11.9 million,
$13.3 million and $17.2 million during fiscal 2017, 2016 and 2015, respectively.
7. Financing Arrangements
The following is a summary of long-term obligations at March 31, 2017, and 2016:
(In thousands)
Capital lease obligations
Less: current maturities
Long -term capital lease obligations
Capital Leases
2017
2016
$
$
237 $
(121)
116 $
333
(118)
215
Agilysys leases certain equipment under capital leases expiring in various years through fiscal 2020. The assets and liabilities under capital leases are recorded at the lower of
the present value of the minimum lease payments or the fair value of the asset. The assets are depreciated over the shorter of their related lease terms or their estimated
productive lives. Assets recorded under capital leases were $0.7 million and $0.8 million, as of March 31, 2017 and 2016, respectively. Accumulated depreciation related to
assets recorded under capital leases was $0.5 million and $0.3 million as of March 31, 2017 and 2016, respectively. Depreciation of assets under capital leases is included in
depreciation expense.
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Minimum future lease payments under capital leases as of March 31, 2017, are as follows:
(In thousands)
Fiscal year ending March 31,
2018
2019
2020
Total minimum lease payments
Less: amount representing interest
Present value of minimum lease payments
Amount
$
$
$
129
110
7
246
(9)
237
Interest rates on capitalized leases of 3.5% are imputed based on the lower of our incremental borrowing rate at the inception of each lease or the lessor's implicit rate of return.
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8. Supplemental Disclosures of Cash Flow Information
Additional information related to the Consolidated Statements of Cash Flows is as follows:
(In thousands)
Cash (receipts) payments for interest, net
Cash payments for income tax, net
Acquisition of property and equipment under lease obligations
Accrued capital expenditures
Accrued capitalized software development costs
Leasehold improvements acquired under operating lease arrangement
9. Additional Balance Sheet Information
Additional information related to the Consolidated Balance Sheets is as follows:
(In thousands)
Accrued liabilities:
Salaries, wages, and related benefits
Other taxes payable
Accrued legal settlements
Restructuring liabilities
Severance liabilities
Professional fees
Deferred rent
Contingent consideration
Other
Total
Other non-current liabilities:
Uncertain tax positions
Deferred rent
Other
Total
Accounts Receivable, net
2017
Year ended March 31,
2016
2015
(147)
19
21
411
922
35
(64)
17
287
59
959
997
(62)
19
—
148
3,764
—
Year ended March 31,
2017
2016
6,473 $
750
75
—
11
146
433
—
443
8,331 $
1,479 $
2,444
79
4,002 $
9,751
818
100
311
6
714
400
197
683
12,980
1,469
2,746
79
4,294
$
$
$
$
Accounts receivable, net of allowance for doubtful accounts was $15.6 million and $22.0 million as of March 31, 2017 and March 31, 2016, respectively. The related allowance
for doubtful accounts was $0.5 million and $0.6 million as of March 31, 2017 and March 31, 2016, respectively. On January 12, 2015, an involuntary bankruptcy petition was
filed against Caesars Entertainment Operating Company, Inc. (Caesars) under Chapter 11 of the U.S. Bankruptcy Code. On January 15, 2015, Caesars and certain of its affiliates
filed a voluntary bankruptcy petition under Chapter 11. Those cases have been consolidated in the United States Bankruptcy Court for the Northern District of Illinois. As of
May 26, 2015, we filed a proof of claim with the Bankruptcy Court identifying approximately $0.7 million of pre-petition claims still outstanding. In January 2016, we filed an
amended proof of claim with the Bankruptcy Court identifying approximately $0.2 million of pre-petition claim in addition to those filed on May 26, 2015. As of March 31, 2017,
approximately $0.7 million of pre-petition claims remain outstanding.
58
10. Income Taxes
For the year ended March 31, loss before income taxes consisted of the following:
(In thousands)
Loss before income taxes
United States
Foreign
Total loss before income taxes
For the year ended March 31, income tax expense (benefit) consisted of the following:
(In thousands)
Income tax expense (benefit)
Current:
Federal
State and local
Foreign
Deferred:
Federal
State and local
Foreign
Total income tax expense (benefit)
2017
2016
2015
$
$
(10,967)
(518)
(11,485)
$
$
(3,874) $
115
(3,759) $
(12,697)
146
(12,551)
2017
2016
2015
$
$
10 $
5
107
96
10
8
236 $
(2) $
(52)
59
19
10
(28)
6 $
25
(798)
90
(206)
(141)
(24)
(1,054)
The following table presents the principal components of the difference between the effective tax rate for continuing operations to the U.S. federal statutory income tax rate for
the years ended March 31:
(In thousands)
Income tax benefit at the statutory rate of 35%
Benefit for state taxes
Impact of foreign operations
Indefinite life assets
Officer life insurance
Change in valuation allowance
Change in liability for unrecognized tax benefits
Meals and entertainment
Other
Total income tax expense (benefit)
2017
2016
2015
$
$
(4,019)
(142)
158
102
(6)
4,007
9
163
(36)
236
$
$
(1,317)
(54)
(9)
26
(197)
1,555
(29)
100
(69)
6
$
$
(4,405)
(172)
11
—
(20)
4,241
(857)
102
46
(1,054)
Our tax provision includes a provision for income taxes in certain foreign jurisdictions where subsidiaries are profitable, but only a minimal benefit is reflected related to U.S.
and certain foreign tax losses due to the uncertainty of the ultimate realization of future benefits from these losses. The 2017 tax provision primarily results from state taxes,
taxes withheld in foreign jurisdictions and foreign tax expense. The 2017 tax provision differs from the statutory rate primarily due to the recognition of net operating losses as
deferred tax assets, which were offset by increases in the valuation allowance, state taxes and other U.S. permanent book to tax differences.
The 2016 tax provision differs from the statutory rate primarily due to the recognition of net operating losses as deferred tax assets, which were offset by increases in the
valuation allowance, death benefits on company owned life insurance, state taxes and other U.S. permanent book to tax differences.
The 2015 tax benefit differs from the statutory rate primarily due to the recognition of net operating losses as deferred tax assets, which were offset by increases in the
valuation allowance, a decrease in unrecognized benefits attributable to the expiration of statute of limitations, state taxes and other U.S. permanent book to tax differences.
59
Deferred tax assets and liabilities as of March 31, are as follows:
(In thousands)
Deferred tax assets:
Accrued liabilities
Allowance for doubtful accounts
Inventory valuation reserve
Federal losses and credit carryforwards
Foreign net operating losses
State losses and credit carryforwards
Deferred revenue
Goodwill and other intangible assets
Other
Less: valuation allowance
Total
Deferred tax liabilities:
Property and equipment & software amortization
Indefinite-lived goodwill & intangible assets
Total
Total deferred tax liabilities
2017
2016
$
$
3,892 $
126
38
64,953
392
9,474
704
1,332
152
81,063
(80,013)
1,050
(772)
(3,459)
(4,231)
(3,181) $
5,567
198
54
59,855
295
9,591
423
2,281
365
78,629
(77,846)
783
(478)
(3,352)
(3,830)
(3,047)
At March 31, 2017, we had $187.6 million of a federal net operating loss carryforward that expires, if unused, in fiscal years 2031 to 2037. Included in this net operating loss is
$4.4 million of tax deductions in excess of recorded windfall tax benefits associated with stock-based compensation. Upon realization of the U.S. federal net operating losses,
we will recognize a windfall tax benefit as an increase to additional paid-in capital. ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, amends
several aspects of accounting for share-based payment transactions, including income tax consequences. We expect the impact of this guidance on our consolidated financial
statements will be immaterial including our expected change in the accounting for windfall tax benefits. Our Hong Kong subsidiary has $0.3 million of net operating loss
carryforwards that can be carried forward indefinitely. At March 31, 2017 we also had $130.5 million of state net operating loss carryforwards that expire, if unused, in fiscal
years 2018 through 2037.
We recorded valuation allowances related to certain deferred income tax assets due to the uncertainty of the ultimate realization of the future benefits from those assets. At
March 31, 2017, the total valuation allowance against deferred tax assets of $80.0 million was comprised of a valuation allowance of $79.6 million for federal and state deferred
tax assets, and a valuation allowance of $0.4 million associated with deferred tax assets in Hong Kong and Malaysia. In assessing the realizability of deferred tax assets,
management considers whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. We have recorded a valuation allowance offsetting
substantially all of our deferred tax assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those
temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward
periods), projected taxable income, and tax planning strategies in making this assessment. In order to fully realize the deferred tax assets, we will need to generate future
taxable income before the expiration of the deferred tax assets governed by the tax code. Because of our losses in current and prior periods, management believes that it is
more-likely-than-not that we will not realize the benefits of these deductible differences. The amount of the valuation allowance, however, could be reduced in the near term.
The exact timing will be based on the level of profitability that we are able to achieve and our visibility into future results. Our recorded tax rate may increase in subsequent
periods following a valuation release. Any valuation allowance release will not affect the amount of cash paid for income taxes.
The undistributed earnings of our foreign subsidiaries are not subject to U.S. federal and state income taxes unless such earnings are distributed in the form of dividends or
otherwise to the extent of current and accumulated earnings and profits. The undistributed earnings of foreign subsidiaries are permanently reinvested and totaled $1.3 million
and $1.0 million as of March 31, 2017 and 2016, respectively. We made the determination of permanent reinvestment on the basis of sufficient evidence that demonstrates we
will invest the undistributed earnings overseas indefinitely for use in working capital, as well as foreign acquisitions and expansion. The determination of the amount of the
unrecognized deferred U.S. income tax liability related to the undistributed earnings is not practicable.
60
We use the with-and-without approach for ordering tax benefits derived from the share-based payment awards. Using the with-and-without approach, actual income taxes
payable for the period are compared to the amount of tax payable that would have been incurred absent the deduction for employee share-based payments in excess of the
amount of compensation cost recognized for financial reporting. As a result of this approach, tax net operating loss carryforwards not generated from share-based payments
in excess of cost recognized for financial reporting are considered utilized before the current period's share-based deduction. We recognized tax benefits of $0, $0 and $14,000
during 2017, 2016 and 2015, respectively.
We recorded a liability for unrecognized tax positions. The aggregate changes in the balance of our gross unrecognized tax benefits were as follows for the years ended
March 31:
(In thousands)
Balance at April 1
Reductions:
Relating to tax settlements
Relating to positions taken during prior year
Relating to lapse in statute
Balance at March 31
2017
2016
2015
1,617 $
1,755 $
2,568
—
(604)
(25)
988 $
(85)
—
(53)
1,617 $
—
(204)
(609)
1,755
$
$
As of March 31, 2017, we had a liability of $1.0 million related to uncertain tax positions, the recognition of which would affect our effective income tax rate.
Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months a reduction in unrecognized tax benefits may occur
in the range of zero to $0.1 million as a result of the expiration of various statutes of limitations. We are routinely audited and the outcome of tax examinations could also result
in a reduction in unrecognized tax benefits. Other changes could occur in the amount of gross unrecognized tax benefits during the next 12 months which cannot be estimated
at this time.
We recognize interest accrued on any unrecognized tax benefits as a component of income tax expense. Penalties are recognized as a component of general and administrative
expenses. We recognized interest and penalty expense of less than $0.1 million, expense of less than $0.1 million and benefit of $0.3 million for the years ended March 31, 2017,
2016 and 2015, respectively. As of March 31, 2017 and 2016, we had approximately $0.8 million and $0.8 million of interest and penalties accrued.
In the U.S. we file consolidated federal and state income tax returns where statutes of limitations generally range from three to five years. Although we have resolved
examinations with the IRS through tax year ended March 31, 2010, U.S. federal tax years are open from 2006 forward due to attribute carryforwards. The statute of limitations is
open from fiscal year 2011 forward in certain state jurisdictions. We also file income tax returns in international jurisdictions where statutes of limitations generally range from
three to seven years. Years beginning after 2007 are open for examination by certain foreign taxing authorities.
11. Employee Benefit Plans
401(k) Plan
We maintain 401(k) plans for employees meeting certain service requirements. Generally, the plans allow eligible employees to contribute a portion of their compensation, and
we match 100% of the first 1% of the employee's pre-tax contributions and 50% of the next 5% of the employee's pre-tax contributions. We may also make discretionary
contributions each year for the benefit of all eligible employees under the plans. Agilysys matching contributions were $1.4 million, $1.5 million, and $1.3 million in fiscal 2017,
2016, and 2015, respectively.
Endorsement Split-Dollar Life Insurance
Agilysys provides certain former executives with life insurance benefits through endorsement split-dollar life insurance arrangements. We entered into non-cancelable
agreements with each of the former executives, whereby we must maintain the life insurance policy for a specified amount and split a portion of the policy benefits with their
designated beneficiary. In fiscal 2016, we increased the value of two of these policies by $0.5 million due to the anticipated redemption and recorded the benefit in "Other
(income) expenses, net" in the accompanying Consolidated Statements of Operations. In the first quarter of fiscal 2015, one policy was redeemed for $2.0 million. During fiscal
2017, we received $2.2 million related to the death benefit due to us on redemption of two of these policies.
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Our investment in these corporate-owned life insurance policies were recorded at their cash surrender value, which approximates fair value at the balance sheet date. In the
consolidated balance sheets as of March 31, 2017, the cash surrender value of $0.8 million for the remaining policies were held in “Other non-current assets,” and the present
value of future proceeds owed to those executives' designated beneficiary of $0.1 million, which approximates fair value, were recorded within "Other non-current liabilities."
At March 31, 2016, the aggregate cash surrender value of the underlying corporate-owned split-dollar life insurance contracts which were classified within “Other current
assets” and "Other non-current assets” in our Consolidated Balance Sheets was $1.9 million and $0.8 million (net of policy loans of $0.1 million), respectively.
Changes in the cash surrender value of these policies related to gains and losses incurred on these investments are classified within “Other (income) expenses, net” in the
accompanying Consolidated Statements of Operations. We recorded a gain of $18,000 dollars in fiscal 2017, a gain of $0.6 million in fiscal 2016 and a gain of $0.1 million in
fiscal 2015 related to the corporate-owned life insurance policies.
12. Commitments and Contingencies
Operating Leases
We lease certain facilities and equipment under non-cancelable operating leases which expire at various dates through fiscal 2023 and require us to pay a portion of the related
operating expenses such as maintenance, property taxes, and insurance. Certain facilities and equipment leases contain renewal options for periods up to ten years. In most
cases, management expects that in the normal course of business, leases will be renewed or replaced by other leases. Certain facilities leases have free or escalating rent
payment provisions. Rent expense under such leases is recognized on a straight-line basis over the lease term.
The following is a schedule by year of future minimum rental payments required under operating leases, excluding the related operating expenses, which have initial or
remaining non-cancelable lease terms in excess of a year as of March 31, 2017:
(In thousands)
Fiscal year ending March 31,
2018
2019
2020
2021
2022
Thereafter
Total minimum lease payments
Amount
3,140
2,950
2,658
2,659
2,207
1,549
15,163
$
$
Rental expense for all non-cancelable operating leases amounted to $2.8 million, $2.7 million, and $2.5 million for fiscal 2017, 2016, and 2015, respectively.
Legal Contingencies
Agilysys is the subject of various threatened or pending legal actions and contingencies in the normal course of conducting its business. We provide for costs related to
these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on our future results of operations and liquidity
cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. While it is not possible to
predict with certainty, management believes that the ultimate resolution of such individual or aggregated matters will not have a material adverse effect on our consolidated
financial position, results of operations, or cash flows.
On April 6, 2012, Ameranth, Inc. filed a complaint against us for patent infringement in the United States District Court for the Southern District of California. The complaint
alleges, among other things, that point-of-sale and property management and other hospitality information technology products, software, components and/or systems sold
by us infringe three patents owned by Ameranth purporting to cover generation and synchronization of menus, including restaurant menus, event tickets, and other products
across fixed, wireless and/or internet platforms as well as synchronization of hospitality information and hospitality software
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applications across fixed, wireless and internet platforms. The complaint seeks monetary damages, injunctive relief, costs and attorneys' fees. At this time, we are not able to
predict the outcome of this lawsuit, or any possible monetary exposure associated with the lawsuit. However, we dispute the allegations of wrongdoing and are vigorously
defending ourselves in this matter.
13. Loss per Share
The following data shows the amounts used in computing loss per share and the effect on earnings and the weighted average number of shares of dilutive potential common
shares.
(In thousands, except per share data)
Numerator:
Net loss
Denominator:
Year ended March 31,
2016
2015
2017
$
(11,721) $
(3,765) $
(11,497)
Weighted average shares outstanding - basic and diluted
22,615
22,483
22,338
Loss per share - basic and diluted:
Net loss per share-basic and diluted
$
(0.52) $
(0.17)
$
(0.51)
Anti-dilutive stock options, SSARs, restricted shares and performance shares
1,004
1,682
1,382
Basic earnings (loss) per share is computed as net income available to common shareholders divided by the weighted average basic shares outstanding. The outstanding
shares used to calculate the weighted average basic shares excludes 490,355, 343,585 and 322,086 of restricted shares and performance shares at March 31, 2017, 2016 and
2015, respectively, as these shares were issued but were not vested and, therefore, not considered outstanding for purposes of computing basic earnings per share at the
balance sheet dates.
Diluted earnings (loss) per share includes the effect of all potentially dilutive securities on earnings per share. We have stock options, stock-settled appreciation rights
("SSARs"), unvested restricted shares and unvested performance shares that are potentially dilutive securities. When a loss is reported, the denominator of diluted earnings
per share cannot be adjusted for the dilutive impact of share-based compensation awards because doing so would be anti-dilutive. In addition, when a net loss is reported,
adjusting the denominator of diluted earnings per share would also be anti-dilutive to the loss per share, even if the entity has net income after adjusting for a discontinued
operation. Therefore, for all periods presented, basic weighted-average shares outstanding were used in calculating the diluted net loss per share.
14. Share-based Compensation
We may grant non-qualified stock options, incentive stock options, SSARs, restricted shares, and restricted share units under our shareholder-approved 2016 Stock Incentive
Plan (the 2016 Plan) for up to 2.0 million common shares, plus 957,575 common shares, the number of shares that were remaining for grant under the 2011 Stock Incentive Plan
(the 2011 Plan) as of the effective date of the 2016 Plan, plus the number of shares remaining for grant under the 2011 Plan that are forfeited, settled in cash, canceled or
expired. The maximum aggregate number of restricted shares or restricted share units that may be granted under the 2016 Plan is 1.25 million. With respect to awards that are
intended to qualify for the performance-based exception to the deductibility limitations of Section 162(m) of the Internal Revenue Code, the maximum number of shares subject
to stock options or SSARs that may be granted to an individual in a calendar year is 800,000 shares, and the maximum number of shares subject to restricted shares or
restricted share units that may be granted to an individual in a calendar year is 400,000 shares.
We have a shareholder-approved 2006 Stock Incentive Plan and a 2000 Stock Incentive Plan that still have vested awards outstanding. Awards are no longer being granted
from these incentive plans.
We may distribute authorized but unissued shares or treasury shares to satisfy share option and appreciation right exercises or restricted share and performance share
awards.
For stock options and SSARs, the exercise price must be set at least equal to the closing market price of our common shares on the date of grant. The maximum term of stock
option and SSAR awards is seven years from the date of grant. Stock option and SSARs awards vest over a period established by the Compensation Committee of the Board
of Directors. SSARs may be granted in conjunction with,
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or independently from, stock option grants . SSARs granted in connection with a stock option are exercisable only to the extent that the stock option to which it relates is
exercisable and the SSARs terminate upon the termination or exercise of the related stock option grants.
Restricted shares and restricted share units, whether time-vested or performance-based, may be issued at no cost or at a purchase price that may be below their fair market
value, but are subject to forfeiture and restrictions on their sale or other transfer. Performance-based awards may be conditioned upon the attainment of specified performance
objectives and other conditions, restrictions, and contingencies. Restricted shares and restricted share units have the right to receive dividends, or dividend equivalents in
the case of restricted share units, if any, upon vesting, subject to the same forfeiture provisions that apply to the underlying awards. Subject to certain exceptions set forth in
the 2016 and 2011 Plans, for awards to employees, no performance-based restricted shares or restricted share units shall be based on a restriction period of less than one year,
and any time-based restricted shares or restricted share units shall have a minimum restriction period of three years.
We record compensation expense related to stock options, stock-settled stock appreciation rights, restricted shares, and performance shares granted to certain employees and
non-employee directors based on the fair value of the awards on the grant date. The fair value of restricted share and performance share awards is based on the closing price
of our common shares on the grant date. The fair value of stock option and stock-settled appreciation right awards is estimated on the grant date using the Black-Scholes-
Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of our common shares.
The following table summarizes the share-based compensation expense for options, SSARs, restricted and performance awards included in the Consolidated Statements of
Operations for fiscal 2017, 2016 and 2015:
(In thousands)
Product development
Sales and marketing
General and administrative
Total share-based compensation expense
Stock Options
The following table summarizes the activity during fiscal 2017 for stock options awarded under the 2006 Plan:
Year ended March 31,
2016
2015
2017
$
$
1,545 $
360
522
2,427 $
1,183 $
68
2,154
3,405 $
1,168
135
1,837
3,140
(In thousands, except share and per share data)
Outstanding at April 1, 2016
Granted
Exercised
Cancelled/expired
Outstanding and exercisable at March 31, 2017
Number
of
Options
Weighted-
Average
Exercise
Price
(per share)
545,000 $
—
—
(545,000)
— $
15.54
—
—
(15.54)
—
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
0.0 $
—
The following table presents additional information related to stock option activity during the fiscal years ended March 31, 2017, 2016 and 2015:
(In thousands)
Proceeds from stock options exercised
Total intrinsic value of stock options exercised
Stock-Settled Stock Appreciation Rights
2017
2016
2015
$
$
— $
— $
— $
— $
102
4
Stock-Settled Appreciation Rights (“SSARs”) are rights granted to an employee to receive value equal to the difference in the price of our common shares on the date of the
grant and on the date of exercise. This value is settled only in common shares of Agilysys.
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We use a Black-Scholes-Merton option pricing model to estimate the fair value of SSARs. The following table summarizes the principal assumptions utilized in valuing SSARs
granted in fiscal 2017, 2016 and 2015:
Risk-free interest rate
Expected life (in years)
Expected volatility
Weighted average grant date fair value
2017
0.94%-2.14%
5
35.25%-40.22%
$3.69
2016
1.53%-1.61%
5
46.34%-47.25%
$3.95
2015
1.52%
5
82.56%
$7.23
The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury bond whose maturity period approximates the expected life of the SSARs. The expected life is
estimated using historical data representing the period of time the awards are expected to be outstanding. The estimated fair value of the SSARs granted, less expected
forfeitures, is recognized over the vesting period of the awards utilizing the graded vesting method. Under this method, the compensation cost related to unvested amounts
begins to be recognized as of the grant date.
The following table summarizes the activity during fiscal 2017 for SSARs awarded under the 2016 and 2011 Plans:
(In thousands, except share and per share data)
Outstanding at April 1, 2016
Granted
Exercised
Forfeited
Cancelled/expired
Outstanding at March 31, 2017
Exercisable at March 31, 2017
Vested and expected to vest at March 31, 2017
Number
of Rights
794,365 $
694,231
(136,035)
(142,276)
(115,307)
1,094,978 $
341,434 $
959,927 $
The following table presents additional information related to SSARs activity during fiscal 2017, 2016 and 2015:
(In thousands)
Compensation expense
Total intrinsic value of SSARs exercised
Total fair value of SSARs vesting
Weighted-
Average
Exercise
Price
(per right)
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
10.06
10.77
8.07
10.10
12.96
10.44
10.03
10.42
5.8 $
4.2 $
5.8 $
2017
2016
2015
$
$
$
621 $
360 $
497 $
1,200 $
32 $
1,069 $
140
130
139
792
96
779
As of March 31, 2017, total unrecognized stock based compensation expense related to non-vested SSARs was $2.3 million, which is expected to be recognized over a
weighted-average vesting period of 2.6 years.
A total of 22,375 shares, net of 11,240 shares withheld to cover the employee’s minimum applicable income taxes, were issued from treasury shares to settle SSARs exercised
during the twelve months ended March 31, 2017. The shares withheld were returned to treasury shares.
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Restricted Shares
We granted shares to certain of our Directors, executives and key employees under the 2016 and 2011 Plans, the vesting of which is service-based. The following table
summarizes the activity during the twelve months ended March 31, 2017 for restricted shares awarded under the 2016 and 2011 Plans:
Outstanding at April 1, 2016
Granted
Vested
Forfeited
Outstanding at March 31, 2017
Weighted-
Average
Grant-
Date Fair
Value
(per share)
12.06
10.27
11.3
11.93
10.72
Number
of Shares
335,773 $
428,382
(123,046)
(150,754)
490,355 $
The weighted-average grant date fair value of the restricted shares is determined based upon the closing price of our common shares on the grant date. During fiscal 2017, a
total of 93,633 shares, net of 29,383 shares were withheld from the vested restricted shares to cover the employee's minimum applicable income taxes, were issued from
treasury. The shares withheld were returned to treasury shares.
The following table presents additional information related to restricted stock activity during fiscal years 2017, 2016, and 2015:
(In thousands)
Compensation expense
Total fair value of restricted share vesting
2017
2016
2015
$
$
1,770 $
1,182 $
2,167 $
1,638 $
2,348
1,572
As of March 31, 2017, total unrecognized stock based compensation expense related to non-vested restricted stock was $3.6 million, which is expected to be recognized over a
weighted-average vesting period of 1.2 years. We do not include restricted stock in the calculation of earnings per share until the shares are vested.
Performance Shares
The following table summarizes the activity during fiscal 2017 for performance shares awarded under the 2011 Plan:
Outstanding at April 1, 2016
Granted
Vested
Outstanding at March 31, 2017
Number
of
Shares
Weighted-
Average
Grant-
Date Fair
Value
(per share)
7,812 $
—
(7,812) $
— $
9.60
—
9.60
—
The weighted-average grant date fair value of the performance shares is determined based upon the closing price of our common shares on the grant date and assumed that
performance goals would be met at target.
The following table presents additional information related to performance share activity during the fiscal 2017, 2016, and 2015:
(In thousands)
Compensation expense
Total fair value of performance share vesting
2017
2016
2015
$
$
36 $
83 $
39 $
—
77
174
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Once attainment of the performance goals becomes probable, compensation expense related to performance share awards is recognized ratably over the vesting period based
upon the closing market price of our common shares on the grant date.
15. Fair Value Measurements
We estimate the fair value of financial instruments using available market information and generally accepted valuation methodologies. We assess the inputs used to measure
fair value using a three-tier hierarchy. The hierarchy indicates the extent to which pricing inputs used in measuring fair value are observable in the market. Level 1 inputs
include unadjusted quoted prices for identical assets or liabilities and are the most observable. Level 2 inputs include unadjusted quoted prices for similar assets and liabilities
that are either directly or indirectly observable, or other observable inputs such as interest rates, foreign currency exchange rates, commodity rates, and yield curves. Level 3
inputs are not observable in the market and include our own judgments about the assumptions market participants would use in pricing the asset or liability. The use of
observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the tables below.
There were no significant transfers between Levels 1, 2, and 3 during the twelve months ended March 31, 2017.
The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the
valuation techniques utilized to determine such fair value:
Fair value measurement used
Active
markets
for
identical
assets or
liabilities
(Level 1)
Quoted
prices in
similar
instruments
and
observable
inputs
(Level 2)
Active
markets for
unobservable
inputs
(Level 3)
Recorded
value
as of
March 31, 2017
(In thousands)
Assets:
Corporate-owned life insurance — non-current
$
809
—
— $
809
Fair value measurement used
Recorded
value
as of
March 31, 2016
Active
markets
for
identical
assets or
liabilities
(Level 1)
Quoted
prices in
similar
instruments
and
observable
inputs
(Level 2)
Active
markets for
unobservable
inputs
(Level 3)
$
$
$
2,357 $
765
197 $
— $
—
— $
— $
— $
— $
2,357
765
197
(In thousands)
Assets:
Corporate-owned life insurance — current
Corporate-owned life insurance — non-current
Liabilities:
Contingent consideration - current
The recorded value of the corporate-owned life insurance policies is adjusted to the cash surrender value of the policies obtained from the third party life insurance providers,
which are not observable in the market, and therefore, are classified within Level 3 of the fair value hierarchy. Changes in the cash surrender value of these policies are
recorded within “Other expenses (income), net” in the Consolidated Statements of Operations.
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The fair value of the contingent consideration was determined by calculating the probability-weighted earn-out payments based on the assessment of the likelihood that
certain milestones would be achieved. The inputs used to value our contingent consideration and employee benefit plan obligations are not observable in the market and
therefore, these amounts are classified within Level 3 in the fair value hierarchy.
The following table presents a summary of changes in the fair value of the corporate-owned life insurance Level 3 asset for the fiscal years ended March 31, 2017 and 2016:
(In thousands)
Corporate-owned life insurance:
Balance on April 1
Realized gains
Unrealized (loss) gain relating to instruments held at reporting date
Purchases, sales, issuances and settlements, net
Balance on March 31
Level 3 assets and
liabilities
2017
2016
$
$
3,122 $
18
(123)
(2,208)
809 $
2,493
564
65
—
3,122
The following table presents a summary of changes in the fair value of the contingent consideration Level 3 liability for fiscal years ended March 31, 2017 and 2016:
(In thousands)
Contingent consideration:
Balance on April 1
Activity, payments and other charges (net)
Fair value adjustment
Balance on March 31
16. Quarterly Results (Unaudited)
Level 3 assets and
liabilities
2017
2016
$
$
197 $
(197)
—
— $
112
(8)
93
197
Because quarterly reporting of per share data is used independently for each reporting period, the sum of per share amounts for the four quarters in the fiscal year will not
necessarily equal annual per share amounts. GAAP prohibits retroactive adjustment of quarterly per share amounts so that the sum of those amounts equals amounts for the
full year.
We have traditionally experienced seasonal revenue weakness during our fiscal first quarter ending June 30. Additionally, the timing of large one-time orders, such as those
associated with significant remarketed product sales around large customer refresh cycles or significant volume rollouts, occasionally creates volatility in our quarterly results.
Certain adjustments were recorded during the fourth quarter which had an immaterial impact on previous quarters in fiscal 2016. In accordance with accounting guidance
found in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), we assessed the materiality of the entries and concluded that they were not material to any of our
previously issued quarterly financial statements.
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(In thousands except per share data)
Net revenue
Gross profit
Restructuring, severance and other charges
Legal settlements
Net loss
Per share data-basic and diluted
Net loss
(In thousands except per share data)
Net revenue
Gross profit
Impairments and other fair value adjustments
Restructuring, severance and other charges
Legal settlements
Net loss
Net loss Per share data-basic and diluted
$
$
$
$
$
$
Year ended March 31, 2017
First
quarter
Second
quarter
Third
quarter
Fourth
Quarter
30,953 $
16,191
89
—
(2,297) $
32,676 $
15,879
—
85
(2,400) $
33,448 $
16,241
1,395
—
(1,737) $
30,602 $
15,475
77
—
(5,287) $
Year
127,678
63,785
1,561
85
(11,721)
(0.1) $
(0.11) $
(0.08) $
(0.23) $
(0.52)
First
quarter
Year ended March 31, 2016
Third
quarter
Fourth
Quarter
Second
quarter
27,491 $
16,399
—
(46)
—
(185) $
29,644 $
17,591
(175)
(15)
—
(370) $
31,307 $
16,508
—
8
185
(1,673) $
31,924 $
17,607
355
336
83
(1,538) $
Year
120,366
68,106
180
283
268
(3,765)
(0.01) $
(0.02) $
(0.07) $
(0.07) $
(0.17)
69
Table of Contents
17. Subsequent Event
None.
Schedule II - Valuation and Qualifying Accounts Years ended March 31, 2017, 2016 and 2015
(In thousands)
2017
Deferred tax valuation allowance
Allowance for doubtful accounts
2016
Deferred tax valuation allowance
Allowance for doubtful accounts
2015
Deferred tax valuation allowance
Allowance for doubtful accounts
Balance at
beginning of
year
Charged to
costs and
expenses
Deductions
Balance at
end of
year
$
$
$
$
$
$
77,846 $
617 $
2,167 $
648 $
76,420 $
888 $
73,014 $
1,101 $
1,426 $
942 $
3,406 $
1,219 $
— $
(756) $
— $
(1,213) $
— $
(1,432) $
80,013
509
77,846
617
76,420
888
Item 9. Change in and Disagreements With Accountants on Accounting and Financial Disclosures.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures as of the
end of the period covered by this report are effective to ensure that information required to be disclosed by us in reports filed under the Exchange Act of 1934 is (i) recorded,
processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including
the CEO and CFO, as appropriate to allow for timely decisions regarding required disclosure. A controls system cannot provide absolute assurance, however, that the
objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a
company have been detected.
Management's Report on Internal Control Over Financial Reporting
The management of Agilysys, under the supervision of the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision of our CEO and CFO, management conducted an evaluation of the effectiveness of
our internal control over financial reporting as of March 31, 2017 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that evaluation, management concluded that Agilysys maintained effective internal control over
financial reporting as of March 31, 2017.
Grant Thornton LLP, our independent registered public accounting firm, issued their report regarding Agilysys' internal control over financial reporting as of March 31, 2017,
which is included elsewhere in this annual report.
Change in Internal Control over Financial Reporting
No changes in our internal control over financial reporting occurred during the last quarter of fiscal 2017 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
Item 9B. Other Information
None.
70
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
Information required by this Item as to the Directors of Agilysys, Executive Officers, the Audit Committee, Agilysys' Code of Business Conduct, and the procedures by which
shareholders may recommend nominations appearing under the headings “Election of Directors,” “Executive Officers” and “Corporate Governance” in our Proxy Statement to
be used in connection with Agilysys' 2017 Annual Meeting of Shareholders (the “2017 Proxy Statement”) is incorporated herein by reference. Information with respect to
compliance with Section 16(a) of the Securities Exchange Act of 1934 by our Directors, executive officers, and holders of more than five percent of Agilysys' equity securities
will be set forth in the 2017 Proxy Statement under the heading “Section 16 (a) Beneficial Ownership Reporting Compliance.”
We adopted a Code of Business Conduct that applies to all Directors and employees of Agilysys, including the Chief Executive Officer and Chief Financial Officer. The Code
is available on our website at http://www.agilysys.com.
Item 11. Executive Compensation.
The information required by this Item is set forth in our 2017 Proxy Statement under the headings, “Executive Compensation,” “Director Compensation,” “Compensation
Committee Report,” and “Corporate Governance,” which is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
The information required by this Item is set forth in our 2017 Proxy Statement under the headings “Beneficial Ownership of Common Shares,” and “Equity Compensation Plan
Information,” which information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is set forth in our 2017 Proxy Statement under the headings “Corporate Governance” and “Related Person Transactions,” which
information is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this Item is set forth in our 2017 Proxy Statement under the heading “Ratification of Appointment of Independent Registered Public Accounting
Firm,” which information is incorporated herein by reference.
71
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial statements. The following consolidated financial statements are included herein and are incorporated by reference in Part II, Item 8 of this Annual Report:
Report of Grant Thornton LLP, Independent Registered Public Accounting Firm
Report of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2017 and 2016
Consolidated Statements of Operations for the years ended March 31, 2017, 2016, and 2015
Consolidated Statements of Comprehensive Loss for the years ended March 31, 2017, 2016, and 2015
Consolidated Statements of Cash Flows for the years ended March 31, 2017, 2016, and 2015
Consolidated Statements of Shareholders' Equity for the years ended March 31, 2017, 2016, and 2015
Notes to Consolidated Financial Statements
(a)(2) Financial statement schedule. The following financial statement schedule is included herein and is incorporated by reference in Part II, Item 8 of this Annual Report:
Schedule II - Valuation and Qualifying Accounts
All other schedules have been omitted since they are not applicable or the required information is included in the consolidated financial statements or notes thereto.
(a)(3) Exhibits. Exhibits included herein and those incorporated by reference are listed in the Exhibit Index of this Annual Report.
72
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Agilysys, Inc. has duly caused this Annual Report on Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on June 2, 2017.
AGILYSYS, INC.
/s/ Ramesh Srinivasan
Ramesh Srinivasan
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the
capacities indicated as of June 2, 2017.
Signature
Title
/s/ Ramesh Srinivasan
Ramesh Srinivasan
/s/ Anthony S. Pritchett
Anthony S. Pritchett
/s/ Michael A. Kaufmann
Michael A. Kaufmann
/s/ Keith M. Kolerus
Keith M. Kolerus
/s/ Donald A. Colvin
Donald A. Colvin
/s/ Gerald C. Jones
Gerald C. Jones
/s/ John Mutch
John Mutch
/s/ Melvin L. Keating
Melvin L. Keating
President, Chief Executive Officer and Director
(Principal Executive Officer)
Interim Chief Financial Officer,
(Principal Financial Officer)
Chairman and Director
Vice Chairman and Director
Director
Director
Director
Director
73
Agilysys, Inc.
Exhibit Index
Exhibit No.
3(a)
3(b)
*10(a)
*10(b)
*10(c)
*10(d)
*10(e)
*10(f)
*10(g)
*10(h)
*10(i)
*10(j)
10(k)
*10(l)
*10(m)
*10(n)
10(o)
*10(p)
*10(q)
* **10(r)
* **10(s)
**21
**23.1
**23.2
Description
Amended Articles of Incorporation of Agilysys, Inc., which is incorporated by reference to Exhibit 3(a) to Agilysys, Inc.'s Quarterly Report on Form 10-
Q for the quarter ended June 30, 2011 (File No. 000-05734).
Amended Code of Regulations of Agilysys, Inc., which is incorporated by reference to Exhibit 3.1 to Agilysys, Inc.'s Current Report on Form 8-K filed
September 21, 2016 (File No. 000-05734).
The Company's Annual Incentive Plan, which is incorporated herein by reference to Exhibit 10(b) to Agilysys, Inc.'s Definitive Proxy Statement on
Schedule 14A filed June 28, 2011 (File No. 000-05734).
Pioneer-Standard Electronics, Inc. Supplemental Executive Retirement Plan, which is incorporated herein by reference to Exhibit 10(o) to Agilysys, Inc.'s
Annual Report on Form 10-K for the year ended March 31, 2000 (File No. 000-05734).
Pioneer-Standard Electronics, Inc. Benefit Equalization Plan, which is incorporated herein by reference to Exhibit 10(p) to Agilysys, Inc.'s Annual Report
on Form 10-K for the year ended March 31, 2000 (File No. 000-05734).
Amendment to the Pioneer-Standard Electronics, Inc. Supplemental Executive Retirement Plan dated January 29, 2002, which is incorporated herein by
reference to Exhibit 10(x) to Agilysys, Inc.'s Annual Report on Form 10-K for the year ended March 31, 2002 (File No. 000-05734).
Forms of Amended and Restated Indemnification Agreement entered into by and between Agilysys, Inc. and each of its Directors and Executive
Officers, which are incorporated herein by reference to Exhibit 99(b) to Agilysys, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1994
(File No. 000-05734).
Agilysys, Inc. 2011 Stock Incentive Plan, which is incorporated herein by reference to Exhibit 10(a) to Agilysys, Inc.'s Definitive Proxy Statement on
Schedule 14A filed June 28, 2011 (File No. 000-05734).
Agilysys, Inc. 2016 Stock Incentive Plan, which is incorporated herein by reference to Appendix B to Agilysys, Inc.'s Definitive Proxy Statement on
Schedule 14A filed August 15, 2016 (File No. 000-05734).
Form of Stock Appreciation Right Agreement, which is incorporated herein by reference to Exhibit 10(pp) to Agilysys, Inc.'s Annual Report on Form 10-
K for the year ended March 31, 2010 (File No. 000-05734).
Form of Directors Restricted Stock Award Agreement, which is incorporated herein by reference to Exhibit 10(qq) to Agilysys, Inc.'s Annual Report on
Form 10-K for the year ended March 31, 2010 (File No. 000-05734).
Form of Restricted Stock Award Agreement, which is incorporated herein by reference to Exhibit 10(c) to Agilysys, Inc.'s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2010 (File No. 000-05734).
Stock and Asset Purchase Agreement among Agilysys Inc., Agilysys Technology Solutions Group, LLC, OnX Acquisition LLC and OnX Enterprise
Solutions Limited, dated as of May 28, 2011, which is incorporated herein by reference to Exhibit 2.1 to Agilysys, Inc.'s Current Report on Form 8-K filed
May 31, 2011 (File No. 000-05734).
Amendment to the Agilysys, Inc. Supplemental Executive Retirement Plan, effective March 25, 2011, which is incorporated by reference to Exhibit 10(cc)
to Agilysys, Inc.'s Annual Report on Form 10-K for the year ended March 31, 2011 (File No. 000-05734).
Amendment to the Agilysys, Inc. Benefits Equalization Plan, effective March 31, 2011, which is incorporated by reference to Exhibit 10(dd) to Agilysys,
Inc.'s Annual Report on Form 10-K for the year ended March 31, 2011 (File No. 000-05734).
Form of Executive Employment Agreement, which is incorporated herein by reference to Exhibit 10.1 to Agilysys, Inc.'s Current Report on Form 18-k filed
July 23, 2014 (File No. 000-05734).
Asset Purchase Agreement by and between Agilysys, Inc. and Kyrus Solutions, Inc., dated May 31, 2013, which is incorporated by reference to Exhibit
1.01 to Agilysys, Inc.'s Current Report on Form 8-K filed June 4, 2013 (File No. 000-05734).
Separation Agreement dated effective January 2, 2017, by and between Agilysys, Inc. and James H. Dennedy, which is incorporated by reference to
Exhibit 10.1 to Agilysys, Inc.’s Current Report on Form 8-K filed January 12, 2017 (File No. 000-05734).
Employment Agreement dated December 6, 2016, by and between Agilysys, Inc. and Ramesh Srinivasan, which is incorporated by reference to Exhibit
10.1 to Agilysys, Inc.’s Current Report on Form 8-K filed December 12, 2016 (File No. 000-05734).
Form of Cash Retention Award Agreement.
SSAR Agreement dated January 3, 2017, by and between Agilysys, Inc. and Ramesh Srinivasan.
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm.
Consent of Independent Registered Public Accounting Firm.
74
**24.1
**31.1
**31.2
**32.1
**32.2
101
*
**
Power of Attorney
Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
The following materials from our annual report on Form 10-K for the year ended March 31, 2017, formatted in XBRL (Extensible Business Reporting
Language): (i) Consolidated Balance Sheets at March 31, 2017 and 2016, (ii) Consolidated Statements of Operations for the twelve months ended March
31, 2017, 2016 and 2015, (iii) Consolidated Statements of Comprehensive Income (Loss) for the twelve months ended March 31, 2017, 2016 and 2015, (iv)
Consolidated Statements of Cash Flows for the twelve months ended March 31, 2017, 2016 and 2015, and (v) Notes to the Consolidated Financial
Statements for the twelve months ended March 31, 2017.
Denotes a management contract or compensatory plan or arrangement.
Filed herewith
75
CASH RETENTION AWARD AGREEMENT
THIS CASH RETENTION AWARD AGREEMENT (the “Agreement”) is entered into as of ______________, ______ (the “Grant Date”) by
and between Agilysys, Inc., an Ohio corporation (the “Company”), and ________________ (the “Participant”).
W I T N E S S E T H:
WHEREAS, the Company awarded a cash retention award to the Participant, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein contained, the Participant and the Company
agree as follows:
1.
The Agreement. The Participant irrevocably agrees to, and accepts, the terms, conditions and restrictions of this Agreement on his or her
own behalf and on behalf of any beneficiaries, heirs, legatees, guardians, representatives, successors and assigns. All capitalized terms used herein, unless
otherwise defined, shall have the meaning ascribed to them under the Agilysys, Inc. 2016 Stock Incentive Plan (the “Plan”).
2.
Award. Subject to all terms and conditions set forth in this Agreement, the Company hereby grants to the Participant a retention award, the
amount of which is _______ (the “Award”), which may become payable in one lump sum cash payment at the time and to the extent provided herein,
provided that all terms and conditions of this Agreement are met.
3.
Terms of Award.
(a)
Vesting. The Award will vest on October 25, 2017, subject to the other terms and conditions of this Agreement, including that the
Participant remain employed as of such date.
Notwithstanding anything herein to the contrary, except as otherwise may be provided in Section 4 hereof, vesting hereunder is
subject to the Participant remaining employed by the Company or its subsidiaries, divisions or affiliated businesses as of the date
vesting would otherwise occur hereunder; provided, however, upon the involuntary termination of Participant’s employment by the
Company without Cause or by the Participant on account of a termination for Change of Position (as determined in accordance with
the Participant’s employment agreement in effect on the date hereof) in either case prior to the termination of this Agreement and
prior to October 25, 2017, the Award, to the extent it has not yet vested or otherwise been canceled or forfeited as of such date, shall
vest upon the date of such involuntary termination of employment without Cause or termination for Change of Position, without regard
to the vesting schedule in this Section 3(a).
1
(b)
(c)
Vested Award . Upon the Award becoming vested, the Company shall immediately pay the cash amount of the Award to the
Participant (without interest) on the date of such vesting, subject to all applicable withholding, including for federal, state, local and
employment taxes.
Forfeiture. Except as specifically contemplated in Section 3(a) above with respect to an involuntary termination of employment
without Cause or termination for Change of Position, if the Participant’s employment with the Company and its subsidiaries, divisions,
and affiliated businesses terminates for any other reason (including, without limitation, for Cause, voluntarily or on account of death or
disability) prior to any portion of the Award becoming vested, then the Award as of the date of his or her termination of employment
shall be forfeited in its entirety, and the Participant and all persons who might claim through him or her will have no further interests
under this Agreement or the Award of any kind whatsoever.
4.
Change in Control.
(a)
(b)
(c)
Upon a Change in Control prior to the termination of this Agreement and prior to October 25, 2017, the Award, to the extent it has not
vested and has not otherwise been canceled or forfeited as of the date of the Change in Control, shall vest in accordance with the
terms of this Section 4 and without regard to the vesting schedule in Section 3(a).
Upon a Change in Control in accordance with the foregoing, the Award shall vest only in the event of the Participant’s continued
employment through the earlier of (i) twelve (12) months after the date of the Change in Control, or (ii) the date the Participant
ceases to be an employee with the Company or its successor on account of an involuntary termination of employment by the
Company without Cause or on account of a termination for Change of Position (as determined in accordance with the Participant’s
employment agreement in effect on the date hereof) (the “Holding Period”).
In the event of a Change in Control in accordance with the foregoing, if the Participant’s employment with the Company or its
successor terminates prior to the end of the Holding Period due to any reason other than an involuntary termination of employment by
the Company without Cause or a termination for Change of Position (as determined in accordance with the Participant’s employment
agreement in effect on the date hereof), including, without limitation, on account of the Participant’s death, Disability, Retirement,
voluntary termination or termination for Cause, then the Award shall be forfeited, and the Participant and all persons who might claim
through him or her will have no further interests under this Agreement or the Award of any kind whatsoever.
2
(d)
In the event of a Change in Control in accordance with the foregoing, upon the end of the Holding Period, the Company shall pay the
cash amount of the Award to the Participant (without interest) on the date of such vesting, subject to all applicable withholding,
including for federal, state, local and employment taxes
5.
Internal Revenue Code Section 409A. This Agreement, Award and the compensation and benefits hereunder are intended to meet the
requirements or an exemption from coverage under Code Section 409A, and shall be construed and administered accordingly. If the Company determines that
any compensation or benefits awarded or payable under this Agreement may be subject to taxation under Code Section 409A, the Company shall, after
consultation with the Participant, have the authority to adopt, prospectively or retroactively, such amendments to this Agreement or to take any other actions it
determines necessary or appropriate to exempt the compensation and benefits payable under this Agreement from Code Section 409A or meet the
requirements of Code Section 409A. In no event, however, shall this Section or any other provisions of this Agreement be construed to require the Company
to provide any gross-up for the tax consequences of any provisions of, or awards or payments under, this Agreement, and the Company shall have no
responsibility for tax consequences of any kind to the Participant (or any other person or entity), whether or not such consequences are contemplated at the
time of entry into this Agreement, or result from the terms or operation of this Agreement.
6.
No Right to Continued Employment. This Agreement shall not be construed to grant the Participant any right to remain an employee with
the Company or its affiliates, or to be employed in any particular position therewith. This Agreement does not constitute a contract of employment, and the
Company and each affiliate expressly reserves the right, at any time, to terminate the Participant’s employment free from liability, or any claim, under this
Agreement, except as may be specifically provided therein.
7.
Notices. All notices or other communications relating to this Agreement as it relates to the Participant shall be in writing, shall be deemed to
have been made if personally delivered in return for a receipt or, if mailed, by regular U.S. mail, postage prepaid, by the Company to the Participant at the
address of the Participant then on file with the Company. The Participant is responsible for notifying the Company of a change in his or her address.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective beneficiaries, heirs,
without giving effect to its conflict of laws principles.
Governing Law. This Agreement will be governed by, construed and enforced in accordance with the internal laws of the State of Ohio
10.
Tax Withholding. The Company shall have the right to deduct from any payment due in connection with the Award any applicable amounts
for withholding, including for federal, state, local and employment taxes.
3
successors and assigns.
8.
9.
11.
Amendment. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate this Agreement. However, no such action may materially and adversely affect the rights of the Participant without the Participant’s written consent.
Notwithstanding the foregoing, the Company may, after consulting with the Participant, unilaterally amend this Agreement to comply with law, preserve
favorable tax effects or avoid unfavorable tax effects for either of the parties.
necessary to carry out the intent of this Agreement.
Further Action. The Participant and the Company agree to execute such further instruments and to take such action as may reasonably be
extend or limit the scope of this Agreement or the intent of any provision.
Captions. The captions of specific provisions of this Agreement are for convenience and reference only, and in no way define, describe,
purposes, but all of which taken together shall form one agreement.
Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed an original for all
15.
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter.
16.
Successors and Legal Representatives. This Agreement will bind and inure to the benefit of the Company and the Participant and their
respective beneficiaries, heirs, legatees, executors, administrators, estates, successors, assigns, legal representatives, guardians and caretakers. In no event
may the Participant transfer or assign his or her rights under the Award.
term or condition for the future, or of any subsequent breach.
Effect of Waiver. Any waiver of any term, condition or breach thereof will not be a waiver of any other term or condition or of the same
other part or provision of this Agreement.
Separability. In the event of the invalidity of any part or provision of this Agreement, such invalidity will not affect the enforceability of any
12.
13.
14.
17.
18.
19.
Incapacity. If the Committee determines that the Participant is incompetent by reason of physical or mental disability or a person incapable
of handling his or her property, the Committee may deal directly with or direct any delivery of vested cash under the Award to the guardian, legal
representative or person having the care and custody of the incompetent or incapable person. The Committee may require proof of incompetence, incapacity
or guardianship, as it may deem appropriate before the delivery of vested cash under the Award. In the event of such a delivery of vested cash under the
Award, the Committee will have no obligation thereafter to monitor or follow the recipient to determine whether the vested cash under the Award is held or
disposed of for the benefit of the Participant. The delivery of vested cash under the Award pursuant to this Section shall completely discharge the Company’s
obligations under this Agreement.
4
20.
No Further Liability. The liability of the Company, its affiliates and the Committee under or in connection with this Agreement is limited to
the obligations set forth herein and no terms or provisions of this Agreement shall be construed to impose any liability on the Company, its affiliates, the
Committee or their directors and employees in favor of any person or entity with respect to any loss, cost, tax or expense which the person or entity may incur
in connection with or arising from any transaction related to this Agreement. No third party beneficiaries are intended.
21.
Recoupment Right. The Participant acknowledges that if the Board of Directors of the Company (including a Committee of the Board)
determines that the Company’s financials are restated due directly or indirectly to the fraud, ethical misconduct, intentional misconduct or a breach of fiduciary
duty by the Participant, the Board (or Committee) shall have sole discretion to take such actions, as permitted by law, as it deems necessary to cancel the
Award and to recover all or a portion of any gains realized in respect of the Award, provided such recovery cannot extend back more than three (3) years.
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and agree to the terms hereof.
“Company”
___________________________________
Name:
Title:
“Participant”
6
To: Ramesh Srinivasan
(Name of Recipient)
You are hereby granted, as an officer or employee of Agilysys, Inc. (the “Company”) or a
Subsidiary of the Company, a stock-settled stock appreciation right (the “SSAR”) to purchase
630,000 Company Common Shares, without par value (the “Shares”), at a price of $10.80 per
share (the “Exercise Price”). This SSAR is granted to you pursuant to the Agilysys, Inc. 2016
Stock Incentive Plan, as amended from time to time (the “Plan”), and is subject to the terms and
conditions set forth in the Agreement below.
Date of Grant: January 3, 2017
Please be sure to consult with your tax or legal advisors before exercising any SSARs
hereunder. Please acknowledge your acceptance of the terms of this SSAR by signing on the next
page.
STOCK APPRECIATION RIGHT AGREEMENT
THIS AGREEMENT is entered into as of the date of grant set forth above by and between
the Company and the Recipient named above. Terms not defined herein have the meanings
ascribed to such terms in the Plan.
1.
Grant of SSAR. Effective as of the date of grant set forth above, the Company grants to
the Recipient, upon the terms and subject to the conditions set forth hereinafter, the right to
gains above the Exercise Price on the number of Shares set forth above.
2. Term. The term of the SSAR shall be for a period of 4 years and 6 months from the date
of grant, and the SSAR shall expire at the close of regular business hours at the Company’s
principal office on the last day of the term of the SSAR, or, if earlier, on the applicable expiration
date provided for in sections 4 and 5 hereof.
3. Vesting. Except as otherwise provided herein, the SSAR shall become exercisable with
respect to the number of Shares indicated as of the date indicated opposite such number below:
Number of Shares
As to Which SSAR
May be Exercised
210,000
17,500
17,500
Date as of
Which SSAR
May be Exercised
January 3, 2018
February 1, 2018
First day of each month beginning
March 1, 2018 and ending January 1,
2020
4. Exercisability. To the extent that the SSAR has become exercisable with respect to a
number of Shares, as provided herein, the SSAR may thereafter be exercised by the Recipient
either as to all or any part of such Shares at any time or from time-to-time prior to expiration or
other termination of the SSAR. Except as provided in sections 4 and 5 hereof, the SSAR may not
be exercised at any time unless the Recipient shall be an employee of the Company or a Subsidiary
(an “Employee”) at such time. So long as the Recipient shall continue to be an Employee, the
SSAR shall not be affected by (a) any temporary leave of absence approved in writing by the
Company or one of its Subsidiaries, or (b) any change of duties or position (including transfer to
or from a Subsidiary).
If the Recipient ceases to be an Employee by reason of his or her Retirement, all Vested
SSAR shall remain exercisable, and the Recipient’s right to exercise Vested SSAR shall terminate
upon the last day of the term of the SSAR. Non-Vested SSAR shall continue to Vest as provided in
section 3, but such SSAR shall be exercisable for two (2) years from the date that such SSAR Vests
or, if shorter, until the last day of the term of the SSAR, and the Recipient’s right to exercise such
SSAR shall terminate thereafter.
If the Recipient ceases to be an Employee due to his or her Disability, the SSAR shall be
deemed Vested with respect to all Shares then subject to the SSAR, and the Recipient’s right to
exercise the SSAR shall terminate upon the earlier of the date that is one (1) year from the date
of such cessation of employment or the last day of the term of the SSAR.
If the Recipient ceases to be an Employee by reason of his or her termination for Cause, this
SSAR shall terminate immediately upon such termination. For purposes of this Agreement,
“termination for Cause” shall be as determined in accordance with the Recipient’s employment
agreement then in effect.
If the Recipient ceases to be an Employee for any reason other than his or her death,
Disability, Retirement, or termination for Cause, the SSAR may be exercised only to the extent of
the exercise rights, if any, which had accrued as of the date of such cessation pursuant to section 3
hereof and which have not theretofore been exercised. Upon any such cessation of employment,
such accrued exercise rights shall in any event terminate upon the earlier of the date that is ninety
(90) days from the date of such cessation of employment or the last day of the term of the SSAR.
1
Nothing contained in this Agreement shall confer upon the Recipient any right to continue
in the employ of the Company or any of its Subsidiaries, or to limit or interfere in any way with
the right of the Company or any such Subsidiary to terminate his or her employment at any time,
with or without Cause.
5. Death of Recipient. If the Recipient dies while an Employee, such person or persons as
shall have acquired, by will or by the laws of descent and distribution, the right to exercise the
SSAR (the “Personal Representative”) shall be entitled to exercise the SSAR as to all of the Shares
then subject to the SSAR. Such exercise rights shall terminate upon the earlier of the date one (1)
year from the date of the Recipient’s death or the last day of the term of the SSAR. If, after
Retirement, the Recipient dies prior to the last day of the term of the SSAR, the Personal
Representative shall be entitled to exercise all unexercised SSAR, and such SSAR shall remain
exercisable, for the greater of the remainder of the exercise period (as applicable) or one (1) year
from the date of the Recipient’s death, but in no event shall the SSAR be exercisable after the last
day of the term of the SSAR. If the Recipient dies during the one (1) year period commencing on
the date of his or her termination due to his or her Disability, the Personal Representative shall be
entitled to exercise the SSAR, and such SSAR shall remain exercisable until one (1) year from the
date of such death, but in no event shall the SSAR be exercisable after the last day of the term of
the SSAR.
6. Change of Control. Upon a Change in Control, this SSAR shall become fully exercisable
and shall immediately be deemed exercised as to all Shares then subject to the SSAR. The net
number of Shares issued to the Recipient pursuant to Section 9 as a result of the deemed exercise
(the “Held Shares”) shall be subject to the restrictions set forth in this Section 6 (in addition to
any applicable securities law restrictions or other restrictions imposed on Shares generally).
During the Holding Period, the Recipient shall not have the right to sell, assign, transfer,
convey, dispose, pledge, hypothecate, burden, alienate, encumber or charge any Held Shares or
any interest therein in any manner whatsoever, and the Company shall not be required to transfer
on its books any such Held Shares which shall have been sold, assigned, transferred, conveyed,
disposed of, pledged, hypothecated, burdened, alienated, encumbered or charged in violation of this
Agreement.
During the Holding Period, the Recipient shall have all of the voting rights attributable to
the Held Shares. Cash dividends declared and paid by the Company with respect to the Held Shares
shall not be paid to the Recipient. Rather, those cash dividends shall be invested in additional
Shares which shall be subject to the Holding Period. By executing this Agreement, the Participant
irrevocably consents to: (i) the Company’s withholding of the payment of those dividends; and
(ii) the investment of those dividends in Shares issued in the name of the Recipient and book-
entered on behalf of the Recipient subject to removal of the restrictions or forfeiture pursuant to
the terms of this Agreement.
The Held Shares shall remain subject to the restrictions set forth in this Section 6 and such
restrictions shall lapse in the event of (a) the Recipient’s continued employment through the
earlier of (i) twelve (12) months after the date of the Change in Control, or (ii) the date the
Participant ceases to be an employee with the Company or its successor on account of an
involuntary termination of employment by the Company without Cause or on account of a
termination for Good Reason (as determined in accordance with the Recipient’s employment
agreement in effect immediately prior to the Change in Control), or (b) without regard to the
application of this Section 6, the date the Held Shares would vest by reason of a termination of
employment or Change in Control under the Recipient’s employment agreement in effect
immediately prior to the Change in Control (the “Holding Period”).
If the Recipient’s employment with the Company or its successor terminates prior to the
end of the Holding Period due to any reason other than an involuntary termination of
employment by the Company without Cause or on account of a termination for Good Reason (as
determined in accordance with the Recipient’s employment agreement in effect immediately prior
to the Change in Control), including, without limitation, on account of the Recipient’s death,
Disability, Retirement, voluntary termination or termination for Cause, then the Held Shares shall
be forfeited, and the Recipient and all persons who might claim through him or her will have no
further interests under this Agreement, all Shares subject to the SSAR, the Held Shares, or the
SSAR of any kind whatsoever.
Upon the end of the Holding Period, the Company shall cause the transfer agent of the
Company to move the Held Shares which have not been forfeited, together with any Common
Shares issued as a result of the investment of cash dividends attributable to the Common Shares, to
a non-restricted account.
If Common Shares generally are convertible into a right to receive non-equity consideration
in connection with the Change in Control, then the Held Shares shall be convertible into the right
to receive such non-equity consideration, and the right to receive such non-equity consideration
shall be subject to the Holding Period under this Section 6 on the same basis as the Held Shares.
7. Waiver of Terms and Conditions. The Committee also has the power and authority to
waive or accelerate the vesting provisions of the SSAR, or to waive or modify the other terms and
conditions of and restrictions and limitations on the SSAR, provided such waiver or modification
is not materially detrimental to the Recipient or inconsistent with the terms of the Plan and the
Recipient’s employment agreement then in effect.
8. Method of Exercise. The SSAR may be exercised by delivery to the Legal Department of
the Company a completed notice of exercise in the form prescribed by the Legal Department
(obtainable from the Secretary of the Company) by or on behalf of the person entitled to exercise
the SSAR, setting forth the number of Shares with respect to which the SSAR is being exercised.
The SSAR will be settled in the Company’s Common Shares, net of the Exercise Price and any
required tax withholding.
9. Issuance of Shares. Upon receipt by the Company prior to expiration of the SSAR of a
duly completed notice of exercise and, with respect to any SSAR exercised by any person other
than the Recipient, by proof satisfactory to the Committee of the right of such person to exercise
the SSAR, and subject to section 9 hereof, the Company shall cause its transfer agent to enter in
its books and records on behalf of the Recipient the net number of Shares derived after accounting
for the Exercise Price and any required tax withholding. The Recipient or such other person
for the Exercise Price and any required tax withholding. The Recipient or such other person
exercising the SSAR shall not have any of the rights of a shareholder with respect to the Shares
covered by the SSAR until such Shares are book-entered on behalf of the Recipient or such other
person exercising the SSAR, subject to any applicable restrictions under Section 6.
10. Regulatory Compliance. The Recipient hereby agrees that the Company shall not be
obligated to issue any Shares upon exercise of the SSAR if such issuance would cause the Company
to violate any federal or state law or any rule, regulation, order or consent decree of any
regulatory authority (including without limitation the Securities and Exchange Commission and
The Nasdaq Stock Market) having jurisdiction over the affairs of the Company. The Recipient
agrees that the Recipient will provide the Company with such information as is reasonably
requested by the Company or its counsel to determine whether the issuance of Shares complies
with the provisions of this section.
{;1}
11. Investment Representation of Recipient.
(a) The Recipient represents to the Company that the Recipient understands that, unless at
the time of exercise of the SSAR a registration statement under the Securities Act of 1933, as
amended, is in effect covering the Shares, as a condition to the exercise of the SSAR the Company
may require the Recipient to represent that the Recipient is acquiring the Shares for the
Recipient’s own account only and not with a view to, or for sale in connection with, any
distribution of the Shares.
(b) The Recipient understands and agrees that the certificate or certificates representing
any Shares acquired hereunder may bear an appropriate legend relating to registration and resale
under federal and state securities laws.
12. Recoupment Right. The Recipient acknowledges that if the Board of Directors of the
Company (including a Committee of the Board) determines that the Company’s financials are
restated due directly or indirectly to the fraud, ethical misconduct, intentional misconduct or a
breach of fiduciary duty by the Recipient, the Board (or Committee) shall have sole discretion to
take such actions, as permitted by law, as it deems necessary to cancel the SSAR and to recover all
or a portion of any gains realized in respect of the SSAR, provided such recovery cannot extend
back more than three (3) years.
13. Binding Agreement; Transferability. This Agreement shall be binding upon and inure to
the benefit of any successor or successors of the Company and the heirs, estate and Personal
Representatives of the Recipient. The SSAR shall not be transferable other than by will or the
laws of descent and distribution, and the SSAR may be exercised during the lifetime of the
Recipient only by the Recipient (or such other person as may be permitted to exercise an SSAR
on behalf of the Recipient).
14. Employment Agreement and Plan Controls. This Agreement is subject to the Recipient’s
employment agreement then in effect and all of the terms, conditions, and provisions of the Plan
as amended from time-to-time, and to such rules, regulations, and interpretations of the Plan as
may be adopted by the Committee and in effect from time-to-time. In the event and to the
extent of an express conflict or inconsistency among any of this Agreement, the Recipient’s
employment agreement then in effect, the provisions of the Plan, and any rules, regulations, and
interpretations of the Plan adopted by the Committee, then the following order of priority shall
control; (a) the Recipient’s Employment Agreement then in effect, (b) the Plan, (c) any rules,
regulations, and interpretations of the Plan adopted by the Committee, and (d) this Agreement;
and to the extent that any other document controls this Agreement shall be deemed to be
modified accordingly.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed below on
its behalf by the executive officer thereunto duly authorized, and the Recipient has hereunto below
set his or her hand, all as of the day and year first above written.
/s/ Ramesh Srinivasan
(Signature of Recipient)
AGILYSYS, INC.
By: /s/ Kyle C. Badger
Kyle C. Badger
Senior Vice President, General Counsel and Secretary
{;1}
SUBSIDIARIES OF AGILYSYS, INC.
Exhibit 21
Subsidiaries of Agilysys, Inc.
Agilysys NV, LLC
Agilysys China Holdings Ltd.
Agilysys HK Limited
Agilysys MC Limited
Agilysys Hospitality Solutions (Shanghai) Co., Ltd.
Agilysys Singapore Pte. Ltd.
Agilysys Philippines, Inc.
Agilysys UK Ltd.
Agilysys Technologies India Private Limited
State or
jurisdiction of
organization or
incorporation
Delaware
Hong Kong
Hong Kong
Macau
People’s Republic of China
Singapore
Philippines
United Kingdom
India
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated June 2, 2017, with respect to the consolidated financial statements, schedule, and internal control over financial reporting included in the
Annual Report of Agilysys, Inc. on Form 10-K for the year ended March 31, 2017. We consent to the incorporation by reference of said reports in the Registration Statements
of Agilysys, Inc. on Forms S-8 (Nos. 333-175909 and 333-217020).
/s/ GRANT THORNTON LLP
Atlanta, GA
June 2, 2017
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-217020 and 333-175909) of Agilysys, Inc. of our report dated June 5,
2015 relating to the financial statements and financial statement schedule which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Atlanta, GA
June 2, 2017
POWER OF ATTORNEY
Exhibit 24.1
Know All Persons By These Presents:
That each person whose signature appears below, as a director or officer of Agilysys, Inc., an Ohio corporation (the “Company”), does hereby make, constitute and
appoint Kyle C. Badger and Chris Robertson, and each or any one of them, his or her true and lawful attorney-in-fact and agent for the undersigned, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute and sign the Annual Report on Form 10-K of the
Company for the fiscal year ended March 31, 2017, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of
attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any
amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact and agents, or by any one of them, and granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or
his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
In Witness Whereof, this Power of Attorney has been signed by the following persons in the capacities effective as of the 31st day of May, 2017.
Signature
Title(s)
/s/Ramesh Srinivasan
Ramesh Srinivasan
/s/ Anthony Pritchett
Anthony Pritchett
/s/ Michael A. Kaufman
Michael A. Kaufman
/s/ Keith M. Kolerus
Keith M. Kolerus
/s/ Donald A. Colvin
Donald A. Colvin
/s/ Gerald C. Jones
Gerald C. Jones
/s/ John Mutch
John Mutch
/s/ Melvin L. Keating
Melvin L. Keating
President, Chief Executive Officer and Director
(Principal Executive Officer)
Interim Chief Financial Officer and Treasurer
(Principal Financial Officer)
Chairman and Director
Vice Chairman and Director
Director
Director
Director
Director
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
Exhibit 31.1
I, Ramesh Srinivasan, certify that:
1. I have reviewed this Annual Report on Form 10-K 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 fourth 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.
Dated: June 2, 2017
By:
/s/ Ramesh Srinivasan
Ramesh Srinivasan
President, Chief Executive Officer and Director
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
Exhibit 31.2
I, Anthony S. Pritchett, certify that:
1. I have reviewed this Annual Report on Form 10-K 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 fourth 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.
Dated: June 2, 2017
By:
/s/ Anthony S. Pritchett
Anthony S. Pritchett
Interim Chief Financial Officer
and Treasurer
CERTIFICATION
Exhibit 32.1
I, Ramesh Srinivasan, President, Chief Executive Officer and Director of Agilysys, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
U.S.C. Section 1350, that:
1. The Annual Report on Form 10-K of the Company for the annual period ended March 31, 2017 (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.
Dated: June 2, 2017
By:
/s/ Ramesh Srinivasan
Ramesh Srinivasan
President, Chief Executive Officer and Director
CERTIFICATION
Exhibit 32.2
I, Anthony S. Pritchett, Interim Chief Financial Officer and Treasurer of Agilysys, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
U.S.C. Section 1350, that:
1. The Annual Report on Form 10-K of the Company for the annual period ended March 31, 2017 (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.
Dated: June 2, 2017
By:
/s/ Anthony S. Pritchett
Anthony S. Pritchett
Interim Chief Financial Officer
and Treasurer