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What changed in AGILYSYS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AGILYSYS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+211 added−219 removedSource: 10-K (2025-05-23) vs 10-K (2024-05-22)

Top changes in AGILYSYS INC's 2025 10-K

211 paragraphs added · 219 removed · 184 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

55 edited+3 added−10 removed73 unchanged
Biggest changeAgilysys IG Fly is a mobile handheld all-in-one POS solution that empowers staff to do it all on one device: table-side, pool-side, popup-side, wherever-side, keeping guests happy and servers hustling. It allows properties to boost guest spending with sleek handheld devices that facilitate order placement and payment acceptance without servers ever leaving guests.
Biggest changeOrders placed online are routed automatically to the appropriate kitchen for preparation. Orders placed from all channels are automatically available on the POS terminal at the physical location. Agilysys IG Fly is a mobile handheld all-in-one POS solution that empowers staff to do it all on one device: table-side, pool-side, popup-side, wherever-side, keeping guests happy and servers hustling.
These offerings feature highly intuitive, secure and robust solutions, easily scalable across multiple departments or property locations. In fiscal 2012, we sold our IT solutions business and restructured our business model to focus on higher-margin, profitable growth opportunities in the hospitality and retail sectors.
These offerings feature highly intuitive, secure and robust solutions, easily scalable across multiple departments and/or property locations. In fiscal 2012, we sold our IT solutions business and restructured our business model to focus on higher-margin, profitable growth opportunities in the hospitality and retail sectors.
Integrated with our booking engine, Agilysys Book, customers can book both their hotel room and their spa appointments from a single place giving operators additional opportunities to upsell and cross sell various amenities that they can offer.
Integrated with our booking engine, Agilysys Book, customers can book both their hotel room and their spa appointments from a single place, giving operators additional opportunities to upsell and cross sell various amenities that they offer.
Agilysys DataMagine™ document management solution 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 other Agilysys products, adding functionality and providing seamless workflows that cross functional areas.
Agilysys DataMagine™ document management solution 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 other Agilysys products, adding functionality and providing seamless workflows to cross functional areas.
Accordingly, we seek employees who share a passion for technology and its ability to improve our customers’ businesses in hospitality in accordance with our mission statement: helping our customers improve employee and guest experiences, with dedication to past, present and future customer investments in our products and services.
Accordingly, we seek employees who share a passion for technology and its ability to improve our customers’ hospitality businesses in accordance with our mission statement: helping our customers improve employee and guest experiences, with dedication to past, present and future customer investments in our products and services.
The Agilysys Hospitality Experience Cloud™ offers solution ecosystems that combine core operational systems for property management (PMS), point-of-sale (POS) and Inventory and Procurement (I&P) with Experience Enhancers™ that meaningfully improve interactions for guests and for employees across 5 dimensions such as digital access, mobile convenience, self-service control, personal choice, payment options, service coverage and real-time insights to improve decisions.
The Agilysys Hospitality Experience Cloud™ offers solution ecosystems that combine core operational systems for property management (PMS), point-of-sale (POS) and Inventory and Procurement (I&P) with Experience Enhancers™ that meaningfully improve interactions for guests and for employees across dimensions such as digital access, mobile convenience, self-service control, personal choice, payment options, service coverage and real-time insights to improve decisions.
These companies, some of which are much larger than we are, include Oracle Corp., Shiji, Amadeus IT Group and Infor. We also compete with smaller software companies who provide either POS or PMS solutions like Maestro. In addition, we compete with PMS systems that are designed and maintained in-house by large hotel chains.
These companies, some of which are much larger than we are, include Oracle Corp., Shiji, Amadeus IT Group and Infor. We also compete with smaller software companies which provide either POS or PMS solutions like Maestro. In addition, we compete with PMS systems that are designed and maintained in-house by large hotel chains.
Apart from providing the functionality for managing back of house operations like house-keeping, engineering and maintenance, the Agilysys service platform proactively tracks events and exceptions that take place in the hotel or resort and drive targeted action to ensure high level of guest satisfaction at all times.
Apart from providing the functionality for managing back of house operations like house-keeping, engineering and maintenance, the Agilysys service platform proactively tracks events and exceptions that take place in the hotel or resort and drive targeted action to ensure a high level of guest satisfaction at all times.
Agilysys operates across North America, Europe, the Middle East, Asia-Pacific, and India, with headquarters in Alpharetta, GA. The Company has just one reportable segment serving the global hospitality industry. Our principal executive offices are located at 3655 Brookside Parkway, Suite 300, Alpharetta, Georgia, 30022.
Agilysys operates across North America, Europe, the Middle East, Asia-Pacific, and India, with headquarters in Alpharetta, GA. The Company has one reportable segment serving the global hospitality industry. Our principal executive offices are located at 3655 Brookside Parkway, Suite 300, Alpharetta, Georgia, 30022.
Agilysys Service is our integrated service optimization platform that allows our customers to provide an integrated hospitality experience for their guests while driving greater operational efficiency by connecting departments across the hotel – front desk, house-keeping, concierge, maintenance, bell desk, food runners, wait staff, etc.
Agilysys Service is our integrated service optimization platform that allows our customers to provide an integrated hospitality experience for their guests while driving greater operational efficiency by connecting departments across the hotel, including the front desk, house-keeping, concierge, maintenance, bell desk, food runners, wait staff, etc.
Item 1. B usiness. Overview Agilysys has been a leader in hospitality software for more than 45 years, delivering innovative cloud-native SaaS and on-premise solutions for hotels, resorts and cruise lines, casinos, corporate foodservice management, restaurants, universities, stadiums, and healthcare.
Item 1. B usiness. Overview Agilysys has been a leader in hospitality software for more than 45 years, delivering innovative cloud-native SaaS and on-premise solutions for hotels, resorts, cruise lines, casinos, corporate foodservice management, restaurants, universities, stadiums, and healthcare facilities.
The result is improved central reservations efficiency, increased revenue from cross-property sales and upsells, and superior guest service. Agilysys Loyalty & Promotions provides a comprehensive loyalty and promotions management solution to help operators track guest preferences and craft a wide variety of programs and offers.
The result is improved central reservations efficiency, increased revenue from cross-property sales and upsells, and superior guest service. Agilysys Loyalty & Promotions provides a comprehensive loyalty and promotions management solution to help operators track guest preferences and craft a wide variety of programs and targeted offers.
Agilysys Authorize provides support for fully-automated and secure online payments for any room deposits, 3rd party guarantees and folio charges - while eliminating the need for manual credit card authorization forms. Payment is seamlessly authorized and posted appropriately in real-time.
Agilysys Authorize provides support for fully-automated and secure online payments for room deposits, 3rd party guarantees and folio charges while eliminating the need for manual credit card authorization forms. Payment is seamlessly authorized and posted appropriately in real-time.
Our senior management team is responsible for developing and executing our human capital strategy. Agilysys’ key human capital management objectives are to attract, retain and develop talent to deliver on our strategy.
Our senior management team is responsible for developing and executing our human capital strategy. Agilysys’ key human capital management objectives are to attract, retain and develop talent to deliver on our business strategy.
Reference herein to any particular year or quarter refers to periods within our fiscal year ended March 31. For example, fiscal 2024 refers to the fiscal year ended March 31, 2024. 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.
Reference herein to any particular year or quarter refers to periods within our fiscal year ended March 31. For example, fiscal 2025 refers to the fiscal year ended March 31, 2025. 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.
Versa provides an integrated solution with interfaces to leading global distribution systems, casino management systems, hospitality automation and our other products. Agilysys Stay PMS is a core H&L solution. It is the company’s cloud-native SaaS property management system that optimizes operational efficiency, increases revenue and enhances guest service.
Versa provides an integrated solution with interfaces to leading global distribution systems, casino management systems, hospitality automation and our other products. Agilysys Stay PMS is a core H&L solution. It is our cloud-native SaaS property management system that optimizes operational efficiency, increases revenue and enhances guest service.
It is a complete hospitality solution expanding beyond traditional PMS solutions enabling the resort to run its end-to-end operations, including front desk, housekeeping, maintenance, accounting, and condo owner management, with tight integration to Agilysys Sales & Catering, Spa, Golf, and Activities.
It is a complete hospitality solution expanding beyond traditional PMS solutions, enabling the resort to run its end-to-end operations, including front desk, housekeeping, maintenance, accounting, and condo owner management, with tight integration to Agilysys Sales & Catering, Spa, Golf, and Reserve.
DataMagine helps drive the Go Green initiative at a number of our customer sites by enabling a completely paperless experience through all facets of the customers operations – from signature capture at the front desk to automated routing of PO’s and requisition orders for approvals.
DataMagine helps drive the Go Green initiative at a number of our customer sites by enabling a completely paperless experience through all facets of the customers operations, from signature capture at the front desk to automated routing of POs and requisition orders for approvals.
These town halls provide a platform to recognize and celebrate employee achievements, milestones, and contributions, and provide an opportunity for employees to ask questions of leadership. As recognition for our commitment to our employees, we were awarded a LinkedIn Top Company 2024 Award for midsize employers.
These town halls provide a platform to recognize and celebrate employee achievements, milestones, and contributions, and provide an opportunity for employees to ask questions of leadership. As recognition for our positive culture and commitment to our employees, we were awarded a LinkedIn Top Company 2024 Award for midsize employers.
The product can be sold as a standalone payment solution or can be bundled with IG OnDemand for a complete order and pay experience. Agilysys IG Smart Menu provides a touchless menu display on a guest’s own mobile device - phone, tablet, laptop.
The product can be sold as a standalone payment solution or can be bundled with IG OnDemand for a complete order and pay experience. Agilysys IG Smart Menu provides a contactless menu display on a guest’s own mobile device - phone, tablet, or laptop.
Agilysys Pay Complete 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.
Agilysys Pay Complete leverages one of the first payment gateways in the world to receive official PCI-P2PE validation, allowing us to offer Payment Card Industry cost and scope reduction that other providers cannot.
For example, we recently launched an employee stock purchase plan to allow employees to share in the success of the company. Our employee town halls, conducted several times annually, play a vital role in fostering transparency, engagement, alignment, and a sense of community.
For example, we recently launched an employee stock purchase plan to allow employees to share in the success of the company. Our employee town hall meetings, conducted several times annually, play a vital role in fostering transparency, engagement, alignment, and a sense of community.
Ellis Island Hotel, Casino and Brewery Resorts World Bimini Banner Health Golden Nugget Lake Charles Rosen Hotels & Resorts Boyd Gaming Corporation Grand Sierra Resort and Casino Rosewood Castiglion Del Bosco Caesars Entertainment Hialeah Park Royal Caribbean Group Cal Dining at UC Berkeley Hilton Worldwide Spooky Nook Sports Camelback Lodge & Waterpark Inspire Resort Korea Station Casinos Carnival UK Intercontinental Hotel Group The Kessler Collection Cartoon Network Hotel Kimpton Hotels The Sea Pines Resort Casino del Sol Resort Longwood University The Venetian Resort Hotel Casino Catholic Charities Marina Bay Sands Singapore Treehouse – London Chukchansi Gold Resort & Casino Marriott International UT Southwestern Medical Center Compass Group North America Maryland Live!
Ellis Island Hotel, Casino and Brewery Rosen Hotels & Resorts Banner Health Golden Nugget Lake Charles Rosewood Castiglion Del Bosco Boyd Gaming Corporation Grand Sierra Resort and Casino Royal Caribbean Group Caesars Entertainment Hialeah Park Spooky Nook Sports Cal Dining at UC Berkeley Hilton Worldwide Station Casinos Camelback Lodge & Waterpark Inspire Resort Korea The Kessler Collection Carnival UK Intercontinental Hotel Group The Sea Pines Resort Cartoon Network Hotel Kimpton Hotels The Venetian Resort Hotel Casino Casino del Sol Resort Marina Bay Sands Singapore Treehouse – London Catholic Charities Marriott International UT Southwestern Medical Center Chukchansi Gold Resort & Casino Maryland Live!
Agilysys Sales & Catering provides a cloud-native comprehensive sales & event management system that provides powerful tools for hotels, conference centers and resorts of all sizes. With a complete view of every group and event, as well as guests throughout their entire stay, the system fully exposes the value of each guest and group across meeting and shoulder dates.
Agilysys Sales & Catering provides a cloud-native comprehensive sales & event management system that provides powerful tools for hotels, conference centers and resorts of all sizes. With a complete view of every group and event, as well as individual guests throughout their entire stay, the system analyzes the value of each guest and group across meeting and shoulder dates.
All employees, directors, independent contractors, and other parties who work with Agilysys are expected to create a working environment where everyone is respected, regardless of individual differences. We believe that each of our employees' individual character, virtues, and individual experiences will leverage our ability to attract and retain quality employees, customers, and suppliers.
All employees, directors, independent contractors, and other parties who work with Agilysys are expected to create a working environment where everyone is respected, regardless of individual differences. We believe that each of our employees' individual experiences, character, and virtues enhance our culture and will increase our ability to attract and retain quality employees, customers, and suppliers.
Focused on improving revenue and streamlining operations, Agilysys Stay is designed to enable hotels to gather and analyze guest information across properties that can be used to create loyalty-generating offers and increase guest wallet share.
Focused on improving revenue and streamlining operations, Agilysys Stay is designed to enable hotels to gather and analyze guest information across properties that can be used to create loyalty-generating offers to guests and increase our customer wallet share.
Today, we are focused on providing state-of-the-art, end-to-end solutions that enhance guest and staff experiences and allow our customers to promote their brands. We help our customers win the guest recruitment battle and, in turn, grow revenue, reduce costs and increase efficiency.
Today, we are focused on providing state-of-the-art, end-to-end solutions that enhance guest and staff experiences and assist our customers in promoting their brands. We help our customers win the guest recruitment battle and, in turn, grow revenue, reduce costs and increase efficiency.
Customers Our customers include large, medium-sized and boutique hospitality providers, 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 and guest recruitment is intense. Our customer base is highly fragmented.
Customers Our customer base is highly fragmented and includes large, medium-sized and boutique hospitality providers, 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 settings where brand differentiation is important, and competition for guest recruitment is intense.
DataMagine provides robust indexing and archiving features to allows easy contextual based document retrieval. 10 Agilysys Reserve solution is a guest-centric reservation and wait list management solution that helps operators to book any venue. The solution allows operators to manage restaurant, cabana and auditorium reservations.
DataMagine provides robust indexing and archiving features to allow easy contextual based document retrieval. 10 Agilysys Reserve solution is a guest-centric reservation and wait list management solution that helps operators book various venues and experiences. The solution allows operators to manage restaurant, cabana and auditorium reservations.
The Company delivers modular and integrated software solutions and expertise to businesses seeking to maximize Return on Experience (ROE) through hospitality encounters that are both personal and profitable. Over time, customers achieve High Return Hospitality by consistently delighting guests, retaining staff and growing margins.
We deliver modular and integrated software solutions and expertise to businesses seeking to maximize Return on Experience (ROE) through hospitality encounters that are both personal and profitable. Over time, customers achieve High 5 Return Hospitality by consistently delighting guests, retaining staff and growing margins.
SWS Direct streamlines operations, provides enhanced bidding and request for pricing services, and offers supplier registration tools and self-service maintenance capabilities. Representative Agilysys clients include: 7 Cedars Casino Drury Hotels Prairie Band Casino & Resort AVI Foodsystems, Inc.
SWS Direct streamlines operations, provides enhanced bidding and request for pricing services, and offers supplier registration tools and self-service maintenance capabilities. Representative Agilysys clients include: 7 Cedars Casino Drury Hotels Resorts World Bimini AVI Foodsystems, Inc.
We operate across North America, Europe, the Middle East, Asia-Pacific and India with headquarters located in Alpharetta, GA. 12 We estimate our total addressable market to be approximately $5 billion in annual recurring revenue opportunity.
We operate across North America, Europe, the Middle East, Asia-Pacific and India with headquarters located in Alpharetta, GA. 12 We estimate our total addressable market is approximately $16 billion in annual recurring revenue.
With a foundation platform of modern integration APIs, the solution is also capable of integrating with a variety of ancillary applications allowing our customers to keep their entire technology estate. InfoGenesis POS is available as a cloud-based or on-premise solution. Agilysys IG Kiosk is a core F&B solution.
With a foundation platform of modern integration APIs, the solution is also capable of integrating with a variety of ancillary applications allowing our customers to seamlessly run their entire suite of technology products. InfoGenesis POS is available as a cloud-based or on-premises solution. Agilysys IG Kiosk is a core F&B solution.
Agilysys InfoGenesis® POS is a core F&B solution. An award-winning point of sale solution that combines a fast, intuitive and highly customizable terminal application with powerful, flexible reporting and configuration capabilities in the back office management portal. The system is easy to set up, and its scalable architecture enables customers to add workstations without having to build out expensive infrastructure.
Agilysys InfoGenesis® POS is a core F&B solution. This award-winning point of sale solution offers a fast, intuitive, and highly customizable terminal application, paired with powerful and flexible back-office reporting and configuration. The system is easy to set up, and its scalable architecture enables customers to add workstations without having to build out expensive infrastructure.
Easily setup and track inventory, sell items as part of other services, and consolidate it all on the guest folio. Agilysys Central Reservations provides a single sign-on across multiple customer properties that allows staff to view guest profiles, trips, room availability across properties, make/modify/transfer reservations, scan property offers and rates, and more.
The system allows you to easily setup and track inventory, sell items in conjunction with other services, and consolidate all charges on the guest folio. Agilysys Central Reservations provides a single sign-on across multiple customer properties that allows staff to view guest profiles, trips, room availability across properties, make/modify/transfer reservations, scan property offers and rates, and more.
Our innovative software solutions described above have been purpose-built to serve the unique needs of the following hospitality verticals: casinos, hotels, resorts, cruise ships, managed foodservice providers, sports and entertainment, and healthcare.
In addition, many of our solutions enable social distancing capabilities for our customers. Our innovative software solutions described above have been purpose-built to serve the unique needs of the following hospitality verticals: casinos, hotels, resorts, cruise ships, managed foodservice providers, sports and entertainment, and healthcare.
We present revenue and costs of goods sold in three categories: • Products • Subscription and maintenance • Professional services Total revenue for these three specific areas is as follows: Year ended March 31, (In thousands) 2024 2023 2022 Products $ 49,083 $ 43,638 $ 35,956 Subscription and maintenance 138,069 118,285 98,958 Professional services 50,312 36,142 27,722 Total $ 237,464 $ 198,065 $ 162,636 Products: Products revenue is comprised of revenue from the sale of software along with third party hardware and operating systems.
We present revenue and costs of goods sold in three categories: • Products • Subscription and maintenance • Professional services Total revenue for these three specific areas is as follows: Year Ended March 31, (In thousands) 2025 2024 2023 Products $ 41,324 $ 49,083 $ 43,638 Subscription and maintenance 170,051 138,069 118,285 Professional services 64,249 50,312 36,142 Total $ 275,624 $ 237,464 $ 198,065 Products: Products revenue is comprised of revenue from the sale of software along with third party hardware and operating systems.
Environmental Matters We believe we are compliant 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.
Environmental Matters We believe we are compliant in all material respects with all applicable environmental laws. 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. For information about governmental regulations applicable to our business, refer to Item 1A Risk Factors.
Agilysys Stay offers powerful capabilities for multi-property operations, allowing managers to view guest profiles, history and reservations, as well as room availability and operational reports, seamlessly across multiple properties.
Agilysys Stay is currently generally available for all hotels and chains, as well as for select service casino hotels. Agilysys Stay offers powerful capabilities for multi-property operations, allowing managers to view guest profiles, history and reservations, as well as room availability and operational reports, seamlessly across multiple properties.
Servers are readily available to satisfy each guest’s immediate requests while providing faster service. Agilysys IG Quick Pay allows guests to use their own mobile device, scan a QR code on the InfoGenesis check, review a digital copy of the check, add a tip & initiate payment, maintaining a fully touchless guest payment experience.
Agilysys IG Quick Pay allows guests to use their own mobile device, scan a QR code on the InfoGenesis check, review a digital copy of the check, add a tip & initiate payment, maintaining a fully contactless guest payment experience.
Agilysys IG Kiosk’s intuitive guest-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 guest throughput, check size, order accuracy, guest experience and satisfaction.
The self-service components reduce on-site labor needed to manage venue operations, while improving guest throughput, check size, order accuracy, guest experience and satisfaction.
Its flexibility supports a variety of operational workflows, such as “order and pay”, “order only”, “pay at cashier” and “self-check-out,” and integrates with a variety of property management, casino management and loyalty systems.
Its flexibility supports a variety of operational workflows, such as “order and pay”, “order only”, “pay at cashier” and “self-check-out,” and integrates with a variety of property management, casino management and loyalty systems. Agilysys IG Kiosk’s intuitive guest-facing order and pay experiences transfer the control and convenience to the end user.
Casino Vail Resorts Comanche Nation of Oklahoma MGM Valley View Casino & Hotel The Cosmopolitan of Las Vegas Oxford Casino Wendover Resorts Dickies Arena Pinehurst Resort Industry and Markets We are a technology software solutions company exclusively focused on the hospitality industry. Our products have been enabling mission-critical core hospitality operations for more than four decades.
Casino Vail Resorts Compass Group North America MGM Valley View Casino & Hotel Comanche Nation of Oklahoma Oxford Casino Wendover Resorts The Cosmopolitan of Las Vegas Pinehurst Resort Dickies Arena Prairie Band Casino & Resort Industry and Markets We are a technology software solutions company exclusively focused on the hospitality industry.
Intellectual Property 13 We rely on a combination of patent, trade secret, copyright, and trademark laws, a variety of contractual arrangements, such as license agreements, assignment agreements, confidentiality and non-disclosure agreements, and confidentiality procedures and technical measures to gain rights to and protect the intellectual property used in our business.
Seasonality Occasionally, 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, creates variability in our quarterly results. 13 Intellectual Property We rely on a combination of patent, trade secret, copyright, and trademark laws, a variety of contractual arrangements, such as license agreements, assignment agreements, confidentiality and non-disclosure agreements, and confidentiality procedures and technical measures to gain rights to and protect the intellectual property used in our business.
Our software solutions are required to run the operations of the hospitality business and designed to drive substantial customer benefits through increased revenue, improved operational efficiency, enhanced guest experience and improved employee morale. In addition, many of our solutions enable social distancing capabilities for our customers.
Our products have been enabling mission-critical core hospitality operations for more than four decades. Our software solutions are essential for running the operations of the hospitality business and are designed to drive substantial customer benefits through increased revenue, improved operational efficiency, enhanced guest experience and improved employee morale.
The platform-driven and cloud-based solution allows for easy deployments and management at scale resulting in a lowered overall cost of ownership. 6 Food & Beverage Experience Enhancer Solutions: Agilysys IG Flex is a mobility solution that offers full point of sale functionality on a Windows tablet in 6”, 8”, or 10” form factors.
The platform-driven and cloud-based solution allows for easy deployments and management at scale resulting in a lowered overall cost of ownership. 6 Food & Beverage Experience Enhancer Solutions: Agilysys IG KDS is a digital kitchen management solution that integrates with the entire point of sale ecosystem of solutions to deliver staff and customer-originated orders to the kitchen for preparation.
Guests can optionally be notified of order completion via an order status monitor (OSM) or via text message. Agilysys IG OnDemand provides a visual, interactive food and beverage ordering experience to any mobile device – phone, tablet, laptop – with a browser-based self-service experience.
Agilysys IG OnDemand provides a visual, interactive food and beverage ordering experience to any mobile device – phone, tablet, or laptop – with a browser-based self-service experience. Using a simple, intuitive interface, guests can easily order and reorder from anywhere across the property, driving order velocity and volume.
It supports ordering for multiple guests at a table over the course of a meal using their own devices making the ordering process touchless while freeing up staff to spend more time with guests. Agilysys IG OnDemand allows our customers to immediately offer an online ordering platform that is natively integrated with their physical location operations.
It also can meet the need for a tableside order and pay experience. It supports ordering for multiple guests at a table over the course of a meal using their own devices making the ordering process contactless while freeing up staff to spend more time with guests.
Human Capital As of March 31, 2024, we employed approximately 1,900 employees, with approximately 70%, 26%, 2%, and 1% of our employees located in India, North America, Asia-Pacific, and EMEA, respectively. We consider our relationship with our employees to be good and a critical factor in our success.
Human Capital As of March 31, 2025, we employed approximately 2,200 employees, with approximately 68%, 28%, 3%, and 1% of our employees located in India, North America, Asia-Pacific, and EMEA, respectively. We recognize our employees as our greatest asset, and their well-being and growth are critical investments in our continued success.
Whether customers manage memberships for individuals, families, groups, corporate accounts or all of these, they define the parameters for each. The membership Portal allows easy online registrations for new guests and gives guests the ability to check their balances and redeem points via gift cards, eCash, loyalty, and more.
The membership portal allows easy online registrations for new guests and gives guests the ability to check their balances and redeem points via gift cards, eCash, loyalty, and more. Agilysys Residence Management delivers a comprehensive approach to managing residences.
Manage revenue allocations and splits, including expenses allocated between individual owners, the association and the property by leveraging an integrated and powerful set of Residence Management tools. 11 Agilysys Guest App is a downloadable customer-branded mobile guest engagement that app that provides a frictionless guest experience from booking to check-out.
Key features include detailed reports for analyzing profitability and unit-specific expenses, as well as robust tools for managing revenue allocations and splitting expenses across owners, the association, and the property. 11 Agilysys Guest App is a downloadable customer-branded mobile guest engagement app that provides a frictionless guest experience from booking to check-out.
Menus and price updates can be done in one place and automatically updated across all channels – online web store, digital menus and app ordering as well as POS terminals. Orders placed online are routed automatically to the appropriate kitchen for preparation. Orders placed from all channels are automatically available on the POS terminal at the physical location.
Agilysys IG OnDemand allows our customers to immediately offer an online ordering platform that is natively integrated with their physical location operations. Menus and price updates can be done in one place and automatically updated across all channels – online web store, digital menus and app ordering as well as POS terminals.
Food & Beverage (F&B) Ecosystem Solutions: Agilysys Food & Beverage Ecosystem solutions allow customers to provide their guests with an omni-channel experience within their property.
Food & Beverage (F&B) Ecosystem Solutions: Agilysys Food & Beverage Ecosystem solutions allow customers to provide their guests with an omni-channel experience within their property. Offering flexibility, guests can choose to create their own experience through mobile or kiosk ordering, or opt for more traditional service by interacting with staff like cashiers, bartenders, and servers.
Engage Loyalty supports point earning and redemption at every guest interaction and provides a guest portal for self-service account management. The result is increased guest wallet-share through repeat visits by leveraging guest preferences for targeted promotions and offers. Agilysys Membership helps customers control membership programs by defining the membership types required.
This solution supports point earning and redemption at every guest interaction and provides a guest portal for self-service account management. This solution helps our customers understand and leverage guest preferences for tailored promotions and offers, which drive repeat visits and a larger share of their spending.
Agilysys IG KDS is a digital kitchen management solution that integrates with InfoGenesis, IG Buy® Kiosk and IG OnDemand to deliver staff and customer-originated orders to the kitchen for preparation. Custom attributes such as guest phone number, name, guest location or packaging instructions can be provided on each incoming order so the order can be fulfilled promptly to guests.
Custom attributes such as guest phone number, name, guest location or packaging instructions can be provided on each incoming order so the order can be fulfilled promptly to guests. Guests can optionally be notified of order completion via an order status monitor (OSM) or via text message.
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Guests are empowered to create their own experiences through ordering from a mobile device or walking up to a self-service kiosk, but also providing for a more traditional experience with staff by interacting with a cashier or bar, or having a server come to them.
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It allows properties to boost guest spending with sleek handheld devices that facilitate order placement and payment acceptance without servers ever leaving guests. Servers are readily available to satisfy each guest’s immediate requests while providing faster service.
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IG Kiosk is currently deployed at more than 270 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.
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The Agilysys Express Kiosk streamlines hotel check-in and check-out, improving both staff efficiency and the guest experience. By offering a user-friendly self-service option in the lobby, guests can bypass the front desk, leading to faster service and enhanced convenience without requiring additional front-line staff. The kiosk also includes ID verification to help hotels efficiently maintain security standards.
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It provides a sleek, modern alternative to traditional point of sale installations and can be used as a slim fixed terminal or as a convertible mobile POS simply by removing the tablet from its base.
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Agilysys Membership helps customers control membership programs by defining membership types, facilitating online registration, and managing membership balances, among other things. Whether customers manage memberships for individuals, families, groups, corporate accounts or all of these, they define the parameters for each category.
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Using a simple, intuitive interface, guests can easily order and reorder from anywhere across the property, driving order velocity and volume. It also can meet the need for a tableside order and pay experience.
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Agilysys Stay is currently generally available for all hotels and chains, as well as for select service casino hotels. The guest-centric PMS leverages an open architecture with restful APIs to enable richly integrated applications delivered from Agilysys, its partners and customers.
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Agilysys Express Kiosk simplifies check-in and check-out, optimizes staff productivity and enhances the guest experience by enabling a seamless self-service option for guests to use in the hotel lobby at a kiosk. More properties are turning to kiosks to reduce overhead and offer more self-service options.
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With Agilysys Express - Kiosk, it’s easy to elevate service levels without adding front-line staff. Agilysys Express - Kiosk provides ID verification to allow for hotels to enforce security standards efficiently and to allow the guest to bypass the front desk and observe social distancing guidelines.
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Agilysys Residence Management is a comprehensive residence solution, including detailed reports that analyze residence profitability as well as the various expenses appropriated to a specific unit.
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Seasonality Occasionally, 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, creates variability in our quarterly results.
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For information about governmental regulations applicable to our business, refer to Item 1A Risk Factors included elsewhere in this Annual Report.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny general weakening of, and related declining corporate confidence in, the global economy or the curtailment in corporate spending could cause current or potential customers to reduce or eliminate their information technology budgets and spending, which could cause customers to delay, decrease or cancel purchases of our products and services; cause customers not to pay us; or to delay payment for previously purchased products and services.
Biggest changeAny general weakening of, and related declining corporate confidence in, the global economy or the curtailment in corporate spending could cause current or potential customers to reduce or eliminate their information technology budgets and spending, which could cause customers to delay, decrease or cancel purchases of our products and services; cause customers not to pay us; or to delay payment for previously purchased products and services. 14 Our business may be impacted by decreases in travel and leisure activities resulting from weak economic conditions, increases in energy prices and changes in tariffs and currency values, political instability, heightened travel security measures, travel advisories, disruptions in air travel, and concerns over disease, violence, war, and/or terrorism.
These provisions include: • advance notice requirements for stockholder proposals and director nominations; • the ability of our board of directors to fill a vacancy created by the expansion of our board of directors; • the ability of our board of directors to issue up to 5,000,000 shares of preferred stock, in one or more series, without stockholder approval and with such designations, powers, preferences and rights, and the qualifications, limitations or restrictions as our board of directors may deem appropriate; • prohibition on the ability of stockholders to call special meetings; and • the required approval of holders of at least two-thirds of the voting power of our issued and outstanding capital stock entitled to vote in the election of directors to adopt, amend or repeal certain provisions of our certificate of incorporation and bylaws, though our bylaws can also be amended by vote of our board of directors.
These provisions include: • advance notice requirements for stockholder proposals and director nominations; • the ability of our board of directors to fill a vacancy created by the expansion of our board of directors; • the ability of our board of directors to issue up to 5,000,000 shares of preferred stock, in one or more series, without stockholder approval and with such designations, powers, preferences and rights, and the qualifications, limitations or restrictions as our board of directors may deem appropriate; 24 • prohibition on the ability of stockholders to call special meetings; and • the required approval of holders of at least two-thirds of the voting power of our issued and outstanding capital stock entitled to vote in the election of directors to adopt, amend or repeal certain provisions of our certificate of incorporation and bylaws, though our bylaws can also be amended by vote of our board of directors.
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 can no longer obtain these hardware, software or services 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.
To succeed in such efforts, we must be able to properly deploy financial and other resources, prioritize among opportunities, balance the extent and timing of investments with the associated impact on profitability, balance our focus between new areas and the servicing of our existing customers, capture efficiencies and economies of scale, and compete in the new areas, or with the new solutions, in which we have invested.
To succeed in such efforts, we must be able to properly deploy financial and other resources, prioritize among opportunities, balance the extent and timing of investments with the associated impact on profitability, balance our focus between new development areas and the servicing of our existing customers, capture efficiencies and economies of scale, and compete in the new areas, or with the new solutions, in which we have invested.
While these policies, procedures, systems, contractual provisions, and measures are designed to mitigate the risks associated with handling or processing personal data, including categories of personal data which may be classed as sensitive data, they cannot always safeguard against all risks, nor can we control the actions of third parties, including vendors, customers and partners.
While these policies, procedures, systems, contractual provisions, and measures are designed to mitigate the risks associated with handling or processing personal data, including categories of personal data which may be classed as sensitive data, they cannot always safeguard against all risks, nor can we control the actions of third parties, including vendors, customers, employees and partners.
As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful. 23 Accounting principle updates could have a negative impact on our financial condition or operating results.
As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful. Accounting principle updates could have a negative impact on our financial condition or operating results.
Moreover, these types of contractual protections offer limited practical benefits to us in the event our relationship with a key provider is interrupted. We may not be able to enforce or protect our intellectual property rights. 20 We rely on a combination of copyright, patent, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights.
Moreover, these types of contractual protections offer limited practical benefits to us in the event our relationship with a key provider is interrupted. 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.
The application of these laws and regulations to our business is often unclear and may at times conflict. Compliance with applicable regulatory requirements may be onerous, time-consuming, and expensive, especially where these requirements are inconsistent from jurisdiction to jurisdiction or where the jurisdictional reach of certain requirements is not clearly defined or seeks to reach across national borders.
The application of various laws and regulations to our business is often unclear and may at times conflict. Compliance with applicable regulatory requirements may be onerous, time-consuming, and expensive, especially where these requirements are inconsistent from jurisdiction to jurisdiction or where the jurisdictional reach of certain requirements is not clearly defined or seeks to reach across national borders.
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 on our business. 21 Insolvencies in the hospitality industry could adversely affect our business.
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 on our business. Insolvencies in the hospitality industry could adversely affect our business.
Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain existing customers. 19 Additionally, we could be required to expend significant capital and other resources to investigate and address any actual or suspected cybersecurity incident or to prevent further or additional incidents.
Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain existing customers. Additionally, we could be required to expend significant capital and other resources to investigate and address any actual or suspected cybersecurity incident or to prevent further or additional incidents.
Our systems, and those of our third-party providers, have and could in the future become subject to cyber-attacks, including using computer viruses, 18 credential harvesting, dedicated denial of services attacks, malware, social engineering, and other means for obtaining unauthorized access to, or disrupting the operation of, our systems and those of our third-party providers.
Our systems, and those of our third-party providers, have and could in the future become subject to cyber-attacks, including using computer viruses, credential harvesting, dedicated denial of services attacks, malware, social engineering, and other means for obtaining unauthorized access to, or disrupting the operation of, our systems and those of our third-party providers.
Natural disasters or other catastrophic events affecting our principal facilities could cripple our business. 16 Natural disasters or other catastrophic events, particularly those affecting employees in our Alpharetta headquarters or India research and development center, may cause damage or disruption to our operations, and thus could have a negative effect on us.
Natural disasters or other catastrophic events affecting our principal facilities could cripple our business. Natural disasters or other catastrophic events, particularly those affecting employees in our Alpharetta headquarters or India research and development center, may cause damage or disruption to our operations, and thus could have a negative effect on us.
If any of these providers experience financial, operational, or quality assurance difficulties, or if any cease production, or there is any other disruption in the services we or our customers receive, including as a result of the acquisition of a supplier or partner by a competitor, macroeconomic issues, or otherwise, we will be required to locate and migrate to alternative sources or providers, to internally develop the applicable technologies, to redesign our products, or to remove certain features from our products or to reduce our service levels, any of which would likely increase our expenses, create delays, or negatively impact our revenues.
If any of these providers experience financial, operational, or quality assurance difficulties, or if any cease production, or there is any other disruption in the services we or our customers receive, including as a result of the acquisition of a supplier or partner by a competitor, cyber security issues, macroeconomic issues, or otherwise, we will be required to locate and migrate to alternative sources or providers, to internally develop the applicable technologies, to redesign our products, or to remove certain features from our products or to reduce our service levels, any of which would likely increase our expenses, create delays, or negatively impact our revenues.
If our competitors discount certain products or services, we may have to lower prices on certain products or services in order to attract or retain customers. Any such price modifications would likely reduce margins and could have adverse effects.
If our competitors discount certain products or services, we may have to lower prices on certain products or services in order to attract or retain customers. Any such price modifications would likely reduce margins and could have adverse effects on our profitability.
We collect, process, transmit, and/or store (on our systems and those of third-party providers) customer transactional data, as well as their and our customers’ and employees’ personally identifiable information and/or other data and information.
We collect, process, transmit, and/or store (on our systems and those of third-party providers) customer transactional data, as well as their guests’ and our customers’ and employees’ personally identifiable information and/or other data and information.
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 that are demanded by our customers and prospective customers on a timely basis, if at all, and our business and operating results would be materially and adversely affected.
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 that are demanded by our customers and prospective customers, and our business and operating results would be materially and adversely affected.
There is no assurance, however, that we will be able to compete effectively in the hospitality technology market in the future. We compete for customers based on several factors, including price. The competitive markets in which we operate may oblige us to reduce our prices in order to contend with the pricing models of our competitors.
There is no assurance, however, that we will be able to compete effectively in the hospitality technology market in the future. We compete for customers based on several factors, including price. The competitive markets in which we operate may require us to reduce our prices in order to contend with the pricing models of our competitors.
Any such claims, regardless of merit, that result in litigation could result in substantial expenses, divert the attention of management, cause significant delays in introducing new or enhanced services or technology, materially disrupt the conduct of our business, and have a material adverse effect on our business, financial condition, and results of operations.
Any such claims, regardless of merit, that result in litigation could result in substantial expenses, cause reputational harm, divert the attention of management, cause significant delays in introducing new or enhanced services or technology, materially disrupt the conduct of our business, and have a material adverse effect on our business, financial condition, and results of operations.
Accordingly, although the Company’s management has concluded that our internal controls are effective as of March 31, 2024, we cannot provide absolute assurance that the objectives of our controls system are met. No evaluation of internal controls can provide absolute assurance that control matters and instances of fraud, if any, within our Company have been detected. Item 1B.
Accordingly, although the Company’s management has concluded that our internal controls are effective as of March 31, 2025, we cannot provide absolute assurance that the objectives of our controls system are met. No evaluation of internal controls can provide absolute assurance that control matters and instances of fraud, if any, within our Company have been detected. Item 1B.
Our product development activities also could be impacted by competition from products with new features or leveraging new technologies, such as artificial intelligence (AI), that render our existing products less competitive or obsolete. We may not respond effectively to the technological requirements of the changing market.
Our product development activities also could be impacted by competition from products with new features or new technologies, such as artificial intelligence (AI), that might render our existing products less competitive or obsolete. We may not respond effectively to the technological requirements of the changing market.
While we have attempted to invest our cash balances in investments we 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.
While we have attempted to invest our cash balances in investments we consider 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.
Because we conduct our business internationally, changes in global, national, or regional economies, governmental policies (including in areas such as trade, travel, immigration, healthcare, and related issues), political unrest, armed conflicts, natural disasters, or disease outbreaks may impact our business.
Because we conduct our business internationally, changes in global, national, or regional economies, governmental policies (including in areas such as tariffs, trade relations, travel, immigration, healthcare, and related issues), political unrest, armed conflicts, natural disasters, or disease outbreaks may impact our business.
To grow successfully, we must retain existing employees and attract new qualified employees, particularly in growth areas we have identified. Employee retention is an industry challenge especially given the competitive labor market for software developers. As we grow, we must also enhance and expand our workforce to execute on new and larger opportunities.
To grow successfully, we must retain existing employees and attract new qualified employees, particularly in growth areas we have identified. Employee retention is an industry challenge, especially given the competitive labor market for software developers. As we grow, we must enhance and expand our workforce to execute on new and complex opportunities.
We rely on a concentrated number of suppliers 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 suppliers.
We rely on a concentrated number of suppliers for the majority of our hardware and for certain software and related service needs. We do not have long term agreements with many of these suppliers.
We have implemented policies and procedures, and use information technology systems, to help ensure the proper handling of our customers and their customers data from both a data privacy and an information security perspective.
We have implemented policies and procedures, and use information technology systems, to help ensure the proper handling of our customers’ and their customers' data from both a data privacy and an information security perspective.
Factors affecting the trading price of our common stock may include: • uncertainties in the global economy; • economic news or other events generally causing volatility in the trading markets; • our operating results failing to meet the expectation of securities analysts or investors in a particular period or failure of securities analysts to publish reports about us or our business; • announcements by us or our competitors of acquisitions, new offerings or improvements, significant contracts, commercial relationships or capital commitments; • our ability to market new and enhanced solutions on a timely basis; • any major change in our board or management; and • general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Factors affecting the trading price of our common stock may include, but are not limited to: • uncertainties in the global economy; • economic news or other events generally causing volatility in the trading markets; • our operating results failing to meet the expectation of securities analysts or investors in a particular period or failure of securities analysts to publish reports about us or our business; • announcements by us or our competitors of acquisitions, new offerings or improvements, significant contracts, commercial relationships or capital commitments; • our ability to market new and enhanced solutions on a timely basis; • any major change in our board or management; and • general economic and political conditions such as recessions, interest rates, tariffs, fuel prices, international currency fluctuations, global or regional pandemics, and acts of war or terrorism.
We are subject to complex, evolving regulatory requirements that may be difficult and expensive to comply with and that could negatively impact us or our business.
We are subject to complex, evolving regulatory requirements that may be difficult and expensive to comply with and that could negatively impact our business.
Because of these inherent complexities and challenges, lack of success in international markets could adversely affect our business, results of operations, cash flow, and financial condition. We have international offices in Canada, the United Kingdom, Dubai, China, Hong Kong, Malaysia, the Philippines, Singapore, and India.
Because of inherent complexities and challenges in some international markets, lack of success in such markets could adversely affect our business, results of operations, cash flow, and financial condition. 16 We have international offices in Canada, the United Kingdom, Dubai, Australia, China, Hong Kong, Malaysia, the Philippines, Singapore, and India.
Third-parties may criticize us or seek to hold us responsible not only for our own activities in this regard but also for the activities of our customers or partners. We anticipate that we will become subject to an increasing amount of regulation and disclosure requirements related to environmental, social and governance (“ESG”) matters.
Third-parties may criticize us or seek to hold us responsible not only for our own activities in this regard but also for the activities of our customers or partners. We may become subject to regulation and disclosure requirements related to environmental, social and governance (“ESG”) matters.
Instabilities or downturns in the hospitality industry, such as those resulting from the impacts of pandemics, could disproportionately impact our revenue, as customers may exit the industry or delay, cancel or reduce planned expenditures for our products. Consolidation in the gaming and other hospitality industries could adversely affect our business.
Instabilities or downturns in the hospitality industry, such as those resulting from the impacts of pandemics, geopolitical unrest, economic uncertainty, among other things, could disproportionately impact our revenue, as customers may exit the industry or delay, cancel or reduce planned expenditures for our products. Consolidation in the gaming and other hospitality industries could adversely affect our business.
System upgrades or new implementations can be complex, time-consuming, and expensive and we cannot assure you that we will not experience problems during or following such implementations, including among others, potential disruptions in our operations or financial reporting.
System upgrades or new implementations can be complex, time-consuming, and expensive and we are not certain that we will not experience problems during or following such implementations, including among others, potential disruptions in our operations or financial reporting.
These risks include: • the features of the implemented software may not meet the expectations or fit the business model of the customer; • our pool of implementation personnel cannot quickly and easily be augmented for complex implementation projects, such that resources issues, if not planned and managed effectively, could lead to costly project delays; • customer-specific factors, such as the stability, functionality, interconnection and scalability of the customer’s pre-existing information technology infrastructure, as well as financial or other circumstances could destabilize, delay or prevent the completion of the implementation process; and • customers and their partners may not fully or timely perform the actions required to be performed by them to ensure successful implementation, including measures we recommend to safeguard against technical and business risks.
These risks include: • the features of the implemented software may not meet the expectations or fit the business model of the customer; • our pool of implementation personnel cannot quickly and easily be augmented for complex implementation projects, such that resources issues, if not planned and managed effectively, could lead to costly project delays; • customer-specific factors, such as the stability, functionality, interconnection and scalability of the customer’s pre-existing information technology infrastructure, as well as financial or other circumstances could destabilize, delay or prevent the completion of the implementation process; and • customers and their partners may not fully or timely perform the actions required to be performed by them to ensure successful implementation, including measures we recommend to safeguard against technical and business risks. 17 As a result of these and other risks, some of our customers may incur large, unplanned costs in connection with the purchase and installation of our solutions.
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.
Although recent consolidations in the hospitality industry have not materially adversely affected our business, there is no assurance that future consolidations will not have an impact.
If we are unable to attract and retain qualified personnel when and where they are needed, our ability to operate and grow our business could be impaired. Moreover, if we are not able to properly balance our investments in personnel with revenue growth, our profitability may be adversely affected. Our international operations have many associated risks.
If we are unable to attract and retain qualified personnel when and where they are needed, our ability to effectively operate and grow our business could be impaired. Moreover, if we are not able to properly balance our investments in personnel with revenue growth, our profitability may be adversely affected.
Cyberattacks on our systems and “supply-chain” attacks on systems of third parties upon whom we rely, and any related operational disruptions, unauthorized access, or misappropriation of information (including personally identifiable information or personal data), could create costly litigation, significant financial liability, and a loss of confidence in our ability to serve customers and cause current or potential customers to choose another provider, all of which could have a material adverse effect on our business, financial condition, reputation, and results of operations.
Cyberattacks on our systems and “supply-chain” attacks on systems of third parties upon whom we rely, and any related operational disruptions, unauthorized access, or misappropriation of information (including personally identifiable information or personal data), could create costly litigation, significant financial liability, and a loss of confidence in our ability to serve customers and cause current or potential customers to choose another provider, all of which could have a material adverse effect on our business, financial condition, reputation, and results of operations. 19 Privacy, information security, and data protection laws, rules, and regulations could affect or limit how we collect and use personal information, increase our costs, and adversely affect our business opportunities.
We may incur goodwill and intangible asset impairment charges that adversely affect our operating results. As of March 31, 2024, we had $32.8 million of goodwill and $17.0 million of intangible assets, net, on our Consolidated Balance Sheet.
We may incur goodwill and intangible asset impairment charges that adversely affect our operating results. As of March 31, 2025, we had $130.6 million of goodwill and $70.8 million of intangible assets, net, on our Consolidated Balance Sheet.
If we cannot retain and recruit qualified personnel due to rising labor costs or other reasons, our ability to operate and grow our business may be impaired and our financial performance may suffer. We depend on the services of our management and employees to continuously run and grow our business.
If we cannot retain and recruit qualified personnel due to rising labor costs, changes to immigration laws, or other reasons, our ability to operate and grow our business may be impaired and our financial performance may suffer. We depend on our employees to effectively run and grow our business.
Our investments in research and development may result in products or services that generate less revenue than we anticipate. Such investments present challenges and risks and may not be successful financially or otherwise, especially in new areas in which we have little or no experience, and even if successful, may negatively impact our short-term profitability.
Such investments present challenges and risks and may not be successful financially or otherwise, especially in new areas in which we have little or no experience, and even if successful, may negatively impact our short-term profitability.
Personally identifiable information is increasingly subject to legislation and regulations in numerous jurisdictions with regard to privacy and data security such as the California Consumer Privacy Act and the European Union’s General Data Protection Regulation.
Personally identifiable information is increasingly subject to legislation and regulations in numerous jurisdictions with regard to privacy and data security such as the California Consumer Privacy Act and the European Union’s General Data Protection Regulation. Moreover, what constitutes personally identifiable information and what other data and/or information is subject to privacy laws varies by jurisdiction and continues to evolve.
We continue to strategically manage our presence in international markets, and these efforts require significant management attention and financial resources. We may not be able to successfully penetrate international markets, or, if we do, there can be no assurance that we will grow our business in these markets at the same rate as in North America.
We may not be able to successfully penetrate international markets, or, if we do, there can be no assurance that we will grow our business in these markets at the same rate as in North America.
Although judgement was entered for us and against Ameranth on all claims in that suit in 2022, the litigation resulted in substantial expenses, even though it did not have a material adverse effect on our business, financial condition, and results of operations.
Although judgement was entered for us and against Ameranth on all claims in that suit in 2022, the litigation resulted in substantial expenses, even though it did not have a material adverse effect on our business, financial condition, and results of operations. 21 If we fail to meet our customers’ performance expectations, our reputation may be harmed, and we may be exposed to legal liability.
When we cease to have net operating losses available to us in a particular tax jurisdiction, either through their expiration, disallowance, or utilization, our cash tax liability will increase in that jurisdiction.
When we cease to have net operating losses available to us in a particular tax jurisdiction, either through their expiration, disallowance, or utilization, our cash tax liability will increase in that jurisdiction. 23 We are exposed to foreign currency exchange rate fluctuations that could negatively impact our financial results.
We believe that in order to remain competitive in the future we need to continue to develop new products, product upgrades and services, requiring the investment of significant financial resources.
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 need to continue to develop new products, product upgrades and services, requiring the investment of significant financial resources.
While we endeavor to use larger, more established providers wherever possible, in some cases, these providers may be smaller, less established companies, particularly in the case of new or unique technologies that we have not developed internally, or in an effort to benefit our margins.
We also purchase hardware and technology, in some cases, from companies that may compete with us or work with our competitors. While we endeavor to use larger, more established providers wherever possible, in some cases, the providers may be smaller, less established companies, particularly in the case of new or unique technologies that we have not developed internally.
We are exposed to foreign currency exchange rate fluctuations that could negatively impact our financial results. 22 We earn revenue, pay expenses, own assets, and incur liabilities in countries using currencies other than the U.S. dollar, including the British pound sterling, euro, Indian rupee, Australian dollar, Singapore dollar, and Canadian dollar, among others.
We earn revenue, pay expenses, own assets, and incur liabilities in countries using currencies other than the U.S. dollar, including the British pound sterling, euro, Indian rupee, Australian dollar, Singapore dollar, and Canadian dollar, among others.
While we endeavor to implement policies, procedures, and systems designed to achieve compliance with these regulatory requirements, we cannot assure you that these policies, procedures, or systems will be adequate or that we or our personnel will not violate these policies and procedures or applicable laws and regulations.
Regulatory requirements in one jurisdiction may make it difficult or impossible to do business in or comply with the rules of another jurisdiction. 18 While we endeavor to implement policies, procedures, and systems designed to achieve compliance with these regulatory requirements, we cannot assure you that these policies, procedures, or systems will be adequate or that we or our personnel will not violate these policies and procedures or applicable laws and regulations.
In addition, the revaluation and settlement of monetary assets and liabilities denominated in currencies other than the U.S. dollar impact our net income with associated gains or losses recorded within other income (expense), net. We may have exposure to greater than anticipated tax liabilities.
In addition, the revaluation and settlement of monetary assets and liabilities denominated in currencies other than the U.S. dollar impact our net income with associated gains or losses recorded within other income (expense), net. We are exposed to tariff policy changes that could negatively impact our financial results.
If we combine or, in some cases, link our proprietary software solutions with or to open-source software in a certain manner, we could, under certain of the open-source licenses, be required to release the source code of our proprietary software solutions or license such proprietary solutions under the terms of a particular open-source license or other license granting third parties certain rights of further use. 17 In addition to risks related to license requirements, usage of open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on origin of the software.
If we combine or, in some cases, link our proprietary software solutions with or to open-source software in a certain manner, we could, under certain open-source licenses, be required to release the source code of our proprietary software solutions or license such proprietary solutions under the terms of a particular open-source license or other license granting third parties certain rights of further use.
The improper handling of personal data including sensitive data, or even the perception of such mishandling (whether or not valid), or other security lapses or breaches affecting us, our partners, our customers, or our products or services, could reduce demand for our products or services or otherwise expose us to financial or reputational harm or legal liability.
In addition, it may be possible for customer and guest data to be compromised from a customers’ information technology system if our customer does not maintain appropriate data privacy and information security procedures. 20 The improper handling of personal data including sensitive data, or even the perception of such mishandling (whether or not valid), or other security lapses or breaches affecting us, our partners, our customers, or our products or services, could reduce demand for our products or services or otherwise expose us to financial or reputational harm or legal liability.
Our future success depends on our ability to execute on strategic initiatives, to properly manage investments in our business, and to enhance our existing operations and infrastructure. Our long-term strategy is focused on continually investing in and growing our business and operations, both organically and through acquisitions.
Our future success depends on our ability to execute on strategic initiatives, to properly manage investments in our business, and to enhance our existing operations and infrastructure.
We use open-source software in our solutions and may use more open-source software in the future. From time to time, there have been claims by companies claiming ownership of software that was previously thought to be open-source and that was incorporated by other companies into their products.
From time to time, there have been accusations by companies claiming ownership of software that was previously thought to be open-source and that was incorporated by other companies into their products. As a result, we could be subject to legal claims by parties claiming ownership of what we believe to be open-source software.
The market price for our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control.
During the year ended March 31, 2025, the trading price of our common stock ranged from a low close of $71.45 to a high close of $141.74. The market price for our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control.
Privacy, information security, and data protection laws, rules, and regulations could affect or limit how we collect and use personal information, increase our costs, and adversely affect our business opportunities. A failure to comply with applicable privacy or data protection laws could harm our reputation and have a material adverse effect on our business.
A failure to comply with applicable privacy or data protection laws could cause litigation, harm our reputation and have a material adverse effect on our business.
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 services and solutions.
Our ability to attract and retain customers depends to a large extent on our relationships with our customers and our reputation for high quality services and solutions. As a result, if a customer is not satisfied with our products and services, our reputation may be damaged.
Customers in bankruptcy may not have sufficient assets to pay us unpaid fees or reimbursements we are owed under their agreements with us. If a significant number of customers file for bankruptcy or otherwise fail to pay amounts owed to us, our revenues and liquidity could be adversely affected.
Customers in bankruptcy may not have sufficient assets to pay us unpaid fees or reimbursements we are owed under their agreements with us.
Significant delays or unsuccessful customer implementation projects could result in cancellation or renegotiation of existing agreements, claims from customers, harm our reputation and negatively impact our operating results. We use open-source software in our solutions that may subject our solutions to general release or require us to re-engineer our solutions.
Also, implementation projects could take longer than planned or fail. We may not be able to reduce or eliminate protracted installation or significant additional costs. Significant delays or unsuccessful customer implementation projects could result in cancellation or renegotiation of existing agreements, claims from customers, harm to our reputation and negatively impact our operating results.
Investments in new markets, solutions, and technologies, research and development, infrastructure and systems, geographic expansion, and talent are critical components for realizing our strategy. In particular, we believe we must continue to dedicate a significant 15 amount of resources to our research and development efforts to maintain our competitive position.
In particular, we believe we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position. Our investments in research and development may result in products or services that generate less revenue than we anticipate.
Our business, markets, growth prospects and business model could be materially impacted or altered as a result of adverse changes in travel and leisure activities due to a pandemic or other wide-ranging and sustained events. 14 Similarly, increases in energy prices can result in higher ingredient and food costs for our customers with restaurant operations, which may adversely affect demand for our customers’ restaurant businesses, and in turn, our business, financial results and liquidity.
Our business, markets, growth prospects and business model could be materially impacted or altered as a result of adverse changes in travel and leisure activities due to a pandemic or other wide-ranging and sustained events. Our future success will depend on our ability to develop new solutions, product upgrades and services that achieve market acceptance.
Risks Relating to Our Finances and Capital Structure Our stock has been volatile and we expect that it will continue to be volatile. During the year ended March 31, 2024, the trading price of our common stock ranged from a low close of $63.77 to a high close of $91.40.
If a significant number of customers file for bankruptcy or otherwise fail to pay amounts owed to us, our revenues and liquidity could be adversely affected. 22 Risks Relating to Our Finances and Capital Structure Our stock has been volatile, and we expect that it will continue to be volatile.
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Our business is negatively impacted by decreases in travel and leisure activities resulting from weak economic conditions, increases in energy prices and changes in currency values, political instability, heightened travel security measures, travel advisories, disruptions in air travel, and concerns over disease, violence, war, or terrorism.
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Our long-term strategy is focused on continually investing in and growing our business and operations, both organically and through acquisitions. 15 Investments in new markets, solutions, and technologies, research and development, infrastructure and systems, geographic expansion, and talent are critical components for executing our strategy.
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Our future success will depend on our ability to develop new solutions, product upgrades and services that achieve market acceptance. Our business is characterized by rapid and continual changes in technology and evolving industry standards.
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Further, because we rely on a global talent pool and frequently sponsor employees for U.S. work visas and permanent residency (green cards), changes in U.S. immigration policies may lead to increased uncertainty, processing delays, and higher rates of denial for visa and green card applications.
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If we need new technologies or if we are not able to develop new products or product upgrades acceptable to customers to remain competitive, the development, acquisition, and implementation of those new products, product upgrades or technologies may require us to make significant capital investments.
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Such delays and uncertainties could disrupt the employment of key personnel, increase our operational costs, and make it more difficult to retain certain employees, potentially harming our business and employee morale. Our international operations have many associated risks. We continue to strategically manage our presence in international markets, and these efforts require significant management attention and financial resources.
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As a result of these and other risks, some of our customers may incur large, unplanned costs in connection with the purchase and installation of our solutions. Also, implementation projects could take longer than planned or fail. We may not be able to reduce or eliminate protracted installation or significant additional costs.
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We use open-source software in our solutions that may subject our solutions to general release or require us to re-engineer our solutions. We use open-source software in our solutions and may use more open-source software in the future.
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As a result, we could be subject to suits by parties claiming ownership of what we believe to be open-source software.
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In addition to risks related to license requirements, usage of open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of the software.
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Regulatory requirements in one jurisdiction may make it difficult or impossible to do business in or comply with the rules of another jurisdiction.
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The current global trade environment is characterized by uncertainty and evolving tariff policies. Further imposition of increased tariffs, trade restrictions, or trade disputes between major economies could lead to broader economic instability, decreased global customer demand, and increased volatility in currency exchange rates.
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Moreover, what constitutes personally identifiable information and what other data and/or information is subject to the privacy laws varies by jurisdiction and continues to evolve, and the laws that do reference data privacy continue to be interpreted by the courts and their applicability and reach are therefore uncertain.
Added
Higher prices for goods due to tariffs may reduce consumer spending, which could lead to decreased demand for our customers’ products, which may ultimately affect our revenue and profitability. These factors could negatively impact our business, financial condition, and results of operations. We may have exposure to greater than anticipated tax liabilities.
Removed
In addition, it may be possible for customer and guest data to be compromised from customers’ information technology systems if our customer does not maintain appropriate data privacy and information security procedures.
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We also purchase hardware and technology, in some cases, by or from companies that may compete with us or work with our competitors.
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As a result, if a customer is not satisfied with our products and services, our reputation may be damaged.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee has formed a Cybersecurity Risk Subcommittee consisting of two independent directors to assist the Audit Committee in its oversight of cybersecurity risks. By its charter, all members of the Cybersecurity Risk Subcommittee must have a background or experience in information technology or cybersecurity and an understanding of cyber threats, risk mitigation and policy.
Biggest changeBy its charter, all members of the Cybersecurity Risk Subcommittee must have a background or experience in information technology or cybersecurity and an understanding of cyber threats, risk mitigation and policy. The results of our SOC 2 and PCI assessments are annually reported to the Cybersecurity Risk Subcommittee.
Item 1C. Cybersecurity. We have an enterprise-wide information security program designed to identify, protect, detect and respond to and manage reasonably foreseeable cybersecurity risks and threats.
Item 1C. Cybersecurity. We have an enterprise-wide information security program designed to identify, protect, detect, respond to and manage reasonably foreseeable cybersecurity risks and threats.
However, to date no cybersecurity incidents have had a material impact on our business, financial condition or results of operations, and we are not presently aware of any cybersecurity threats that are reasonably likely to materially affect us.
However, no cybersecurity incidents have had a material impact on our business, financial condition or results of operations, and we are not presently aware of any cybersecurity threats that are reasonably likely to materially affect us.
We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. We use a widely-adopted risk quantification model to identify, measure and prioritize cybersecurity and technology risks and develop related security controls and safeguards.
We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. We use a widely-adopted risk quantification model to identify, measure and prioritize cybersecurity and technology risks and develop related security controls and safeguards to mitigate such risks.
We conduct regular reviews and tests of our information security program and also leverage tabletop exercises, penetration and vulnerability testing, and third-party red team exercises to evaluate the effectiveness of our information security program and improve our security measures and planning.
We conduct regular reviews and tests of our information security program and also leverage tabletop exercises, penetration and vulnerability testing, 25 and third-party red team exercises to evaluate the effectiveness of our information security program and improve our security measures.
Our CISO has over 25 years of industry experience, including serving in similar roles 24 leading and overseeing cybersecurity programs at other public companies, and is a Certified Information Security Professional and Information Systems Security Architecture Professional. Team members who support our information security program have relevant educational and industry experience, including holding similar positions at large technology companies.
Our CISO has over 25 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies, and is a Certified Information Security Professional and Information Systems Security Architecture Professional. Team members who support our information security program have relevant educational and industry experience, including having held similar positions at large technology companies.
Our systems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal information (of third parties, employees, and our customers) and other data, confidential information or intellectual property, and we have experienced an unauthorized release of certain data.
Our systems periodically experience attacks intended to lead to interruptions and delays in our services and operations as well as loss, misuse or theft of personal information (of third parties, employees, and our customers) and other data, confidential information or intellectual property.
We also evaluate the information security of potential partners and vendors as part of our selection process and attempt to negotiate adequate protections from such third parties when we enter into contracts with them.
Security awareness training is also a key component of our information security program and involves required training for our employees several times per year. We also evaluate the information security of potential partners and vendors as part of our vendor selection process and attempt to negotiate adequate protections from such third parties when we enter into contracts with them.
We also engage an external auditor to conduct annual Security and Organizational Controls 2 (SOC 2) examination of the security controls for systems storing customer data.
We also engage an external auditor to conduct an annual Security and Organizational Controls 2 (SOC 2) examination of the security controls for systems storing customer data. The external auditor additionally conducts an annual payment card industry (PCI) data security standard review of our security controls that protect payment information.
The results of our SOC2 and PCI assessments are reported to the Cybersecurity Risk Subcommittee. Both the Subcommittee and the Board receive regular reports from our CISO on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance.
Both the Subcommittee and the Board receive regular reports from our CISO on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance. The Board also oversees our annual enterprise risk assessment, where we assess key risks within the company, including cyber security and technology risks.
The Audit Committee is also responsible for reviewing the Company’s information and cybersecurity risks and the steps that management has taken to protect against threats to the Company’s information systems and security, including results of periodic security assessments performed in conjunction with ongoing monitoring.
The Audit Committee is also responsible for reviewing the Company’s cybersecurity risks and the steps that management has taken to protect against threats to the Company’s information systems and security. The Audit Committee has formed a Cybersecurity Risk Subcommittee consisting of two independent directors to assist the Audit Committee in its oversight of cybersecurity risks.
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The external auditor also conducts an annual payment card industry (PCI) data security standard review of our security controls protecting payment information, as well as third-party penetration testing of our cardholder environment and related systems.
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The Board also oversees our annual enterprise risk assessment, where we assess key risks within the company, including security and technology risks and cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeInternationally, we lease approximately 182,000 square feet of office space in Chennai, India, 7,000 square feet in Toronto, Canada, and lease several other smaller office locations throughout Europe and Asia. Our major leases contain renewal options for periods of up to 10 years.
Biggest changeInternationally, we lease approximately 197,000 square feet of office space in Chennai, India, 14,000 square feet in Markham, Canada, 2,000 square feet in Toronto, Canada, and lease several other smaller office locations throughout Europe and Asia. Our major leases contain renewal options for periods of up to 5 years.
We believe our office space facilities are sufficient to meet our current needs and do not anticipate any difficulty securing additional space as needed.
We believe our office space facilities are sufficient to meet our current needs and do not anticipate any difficulty securing additional space as needed. 26
In addition, we lease approximately 36,000 square feet of office space in Las Vegas, Nevada, 8,000 square feet of office space in Bellevue, Washington, 5,000 square feet of office space in Santa Barbara, California, and 6,000 square feet of warehouse space in Roswell, Georgia.
In addition, we lease approximately 36,000 square feet of office space in Las Vegas, Nevada, 8,000 square feet of office space in Bellevue, Washington, 3,000 square feet of office space in Santa Barbara, California, and 6,000 square feet of warehouse space in Roswell, Georgia.
Item 2. P roperties. Our corporate headquarters are located in Alpharetta, Georgia where we lease approximately 22,000 square feet of office space.
Item 2. P roperties. Our corporate headquarters is located in Alpharetta, Georgia where we lease approximately 28,000 square feet of office space.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 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.
Biggest changeItem 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. Item 4. Mine Safe ty Disclosures. Not applicable.
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On April 6, 2012, Ameranth, Inc. filed a complaint against us in the U.S. District Court for the Southern District of California alleging that certain of our products infringe patents owned by Ameranth directed to configuring and transmitting hospitality menus (e.g., restaurant menus) for display on electronic devices, and synchronizing the menu content between devices.
Removed
On May 11, 2022, final judgement was entered for us and against Ameranth on all claims in that suit. In March 2024, we settled all remaining issues with Ameranth, although the case remains open pending court approval of the settlement agreement. Item 4. Mine Safe ty Disclosures. Not applicable. 25

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeComparison of 5 Year Cumulative Total Return INDEXED RETURNS 27 Fiscal Years Ended March 31, Base Period Company Name / Index 2019 2020 2021 2022 2023 2024 Agilysys, Inc. $ 100.00 $ 78.89 $ 226.55 $ 188.38 $ 389.70 $ 397.92 Russell 2000 $ 100.00 $ 76.01 $ 148.10 $ 139.53 $ 123.34 $ 147.65 Peer Group $ 100.00 $ 96.67 $ 126.72 $ 135.34 $ 116.39 $ 156.20 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.
Biggest changeComparison of 5 Year Cumulative Total Return 28 Indexed Returns Base Period Fiscal Years Ended March 31, Company Name / Index 2020 2021 2022 2023 2024 2025 Agilysys, Inc. $ 100.00 $ 287.19 $ 238.80 $ 494.01 $ 504.43 $ 434.21 Russell 2000 $ 100.00 $ 194.85 $ 183.57 $ 162.27 $ 194.25 $ 186.46 Peer Group $ 100.00 $ 130.53 $ 130.64 $ 113.19 $ 153.30 $ 164.21 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.
Dividends We did not pay dividends in fiscal 2024 or 2023 on our common stock and are unlikely to do so in the foreseeable future. The current practice of the Board of Directors is to retain any available earnings for use in the operations and growth of our business, both organically and through acquisitions.
Dividends We did not pay dividends in fiscal 2025 or 2024 on our common stock and are unlikely to do so in the foreseeable future. The current practice of the Board of Directors is to retain any available earnings for use in the operations and growth of our business, both organically and through acquisitions.
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, 2019 through March 31, 2024.
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, 2020 through March 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Sha reholder Matters and Issuer Purchases of Equity Securities. Market Information Our common shares, without par value, are traded on the NASDAQ Global Select Market under the symbol “AGYS”. As of May 17, 2024, there were 1,059 registered holders of our common shares, without par value.
Item 5. Market for Registrant’s Common Equity, Related Sha reholder Matters and Issuer Purchases of Equity Securities. Market Information Our common shares, without par value, are traded on the NASDAQ Global Select Market under the symbol “AGYS”. As of May 16, 2025, there were 962 registered holders of our common shares.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFiscal 2023 Compared to Fiscal 2022 Net Revenue and Operating Income The following table presents our consolidated revenue and operating results for the fiscal years ended March 31, 2023 and 2022: Year ended March 31, Increase (decrease) (Dollars in thousands) 2023 2022 $ % Net revenue: Products $ 43,638 $ 35,956 $ 7,682 21.4 % Subscription and maintenance 118,285 98,958 19,327 19.5 % Professional services 36,142 27,722 8,420 30.4 % Total net revenue 198,065 162,636 35,429 21.8 % Cost of goods sold: Products, inclusive of developed technology amortization 22,994 19,251 3,743 19.4 % Subscription and maintenance 26,262 21,141 5,121 24.2 % Professional services 27,990 20,712 7,278 35.1 % Total cost of goods sold 77,246 61,104 16,142 26.4 % Gross profit $ 120,819 $ 101,532 $ 19,287 19.0 % Gross profit margin 61.0 % 62.4 % Operating expenses: Product development $ 50,260 $ 46,332 $ 3,928 8.5 % Sales and marketing 22,716 14,730 7,986 54.2 % General and administrative 30,669 27,734 2,935 10.6 % Depreciation of fixed assets 1,769 2,210 (441 ) (20.0 )% Amortization of internal-use software and intangibles 1,743 1,654 89 5.4 % Other charges, net 435 1,584 (1,149 ) nm Legal settlements 352 969 (617 ) nm Operating income $ 12,875 $ 6,319 $ 6,556 nm Operating income percentage 6.5 % 3.9 % 34 The following table presents the percentage relationship of our Consolidated Statement of Operations line items to our consolidated net revenues for the periods presented: Year ended March 31, 2023 2022 Net revenue: Products 22.1 % 22.1 % Subscription and maintenance 59.7 60.8 Professional services 18.2 17.1 Total net revenue 100.0 % 100.0 % Cost of goods sold: Products, inclusive of developed technology amortization 11.6 % 11.8 % Subscription and maintenance 13.3 13.0 Professional services 14.1 12.8 Total cost of goods sold 39.0 % 37.6 % Gross profit 61.0 % 62.4 % Operating expenses: Product development 25.3 % 28.4 % Sales and marketing 11.5 9.1 General and administrative 15.5 17.1 Depreciation of fixed assets 0.9 1.4 Amortization of internal-use software and intangibles 0.9 1.0 Other charges, net 0.2 1.0 Legal settlements 0.2 0.5 Operating income 6.5 % 3.9 % Net revenue.
Biggest changeWe 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 software licenses, third party hardware and operating systems. • Subscription and maintenance revenue – Revenue earned from the ongoing delivery of software updates, upgrades, bug fixes, technical support, and transaction-based fees over the period covered by subscription or maintenance agreements with our customers for both proprietary and remarketed solutions. • Professional services revenue – Revenue earned from the delivery of implementation, integration, development and installation services for proprietary and remarketed products. 31 Results of Operations Fiscal 2025 Compared to Fiscal 2024 Net Revenue and Operating Income The following table presents our consolidated revenue and operating results for the fiscal years ended March 31, 2025 and 2024: Year Ended March 31, Increase (decrease) (In thousands) 2025 2024 $ % Net revenue: Products $ 41,324 $ 49,083 $ (7,759 ) (15.8 )% Subscription and maintenance 170,051 138,069 31,982 23.2 % Professional services 64,249 50,312 13,937 27.7 % Total net revenue 275,624 237,464 38,160 16.1 % Cost of goods sold: Products 22,055 26,318 (4,263 ) (16.2 )% Subscription and maintenance 37,464 30,870 6,594 21.4 % Professional services 44,117 36,020 8,097 22.5 % Total cost of goods sold 103,636 93,208 10,428 11.2 % Gross profit $ 171,988 $ 144,256 $ 27,732 19.2 % Gross profit margin 62.4 % 60.7 % Operating expenses: Product development $ 62,411 $ 56,739 $ 5,672 10.0 % Sales and marketing 33,144 28,439 4,705 16.5 % General and administrative 40,832 36,279 4,553 12.5 % Depreciation of fixed assets 3,679 3,896 (217 ) (5.6 )% Amortization of internal-use software and intangibles 3,859 1,366 2,493 182.5 % Other charges, net 4,628 1,756 2,872 163.6 % Legal settlements 844 28 816 nm Operating income $ 22,591 $ 15,753 $ 6,838 43.4 % Operating income percentage 8.2 % 6.6 % nm - not meaningful 32 The following table presents the percentage relationship of our Consolidated Statement of Operations line items to our consolidated net revenues for the periods presented: Year Ended March 31, 2025 2024 Net revenue: Products 15.0 % 20.7 % Subscription and maintenance 61.7 58.1 Professional services 23.3 21.2 Total net revenue 100.0 % 100.0 % Cost of goods sold: Products 8.0 % 11.1 % Subscription and maintenance 13.6 13.0 Professional services 16.0 15.2 Total cost of goods sold 37.6 % 39.3 % Gross profit 62.4 % 60.7 % Operating expenses: Product development 22.6 % 23.9 % Sales and marketing 12.0 12.0 General and administrative 14.8 15.3 Depreciation of fixed assets 1.3 1.6 Amortization of internal-use software and intangibles 1.4 0.6 Other charges, net 1.7 0.7 Legal settlements 0.4 0.0 Operating income 8.2 % 6.6 % Net revenue.
In the Consolidated Balance Sheets at the balance sheet date, the cash surrender value of $1.0 million for the remaining policies were held in “Other non-current assets,” and the present value of future proceeds owed to those executives’ designated beneficiary of $0.1 million, which approximates fair value, were recorded within “Other non-current liabilities” in the Consolidated Balance Sheets at the balance sheet date.
In the Consolidated Balance Sheets at the balance sheet date, the cash surrender value of $1.1 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.
General and administrative increased $5.6 million, or 18.3%, in fiscal 2024 compared to fiscal 2023 due to investments in our information security infrastructure along with hiring and increased compensation rates across our administrative teams, increased travel, and higher subscription charges for cloud computing arrangements. Depreciation of fixed assets.
General and administrative increased $5.6 million, or 18.3%, in fiscal 2024 compared to fiscal 2023 due to investments in our information security infrastructure along with hiring and increased compensation rates across our administrative teams, increased travel, and higher subscription charges for cloud computing arrangements. 36 Depreciation of fixed assets.
We also had $111.8 million of state net operating loss carryforwards that expire, if unused, in fiscal years 2025 through 2043. We maintain valuation allowances for deferred tax assets until we have sufficient 33 evidence to support the reversal of all or some portion of the allowances.
We also had $111.8 million of state net operating loss carryforwards that expire, if unused, in fiscal years 2025 through 2043. We maintain valuation allowances for deferred tax assets until we have sufficient evidence to support the reversal of all or some portion of the allowances.
The majority of our contracts are governed by a master service agreement between us and the customer, which sets forth the general terms and conditions of any individual contract between the parties, which is then supplemented by a customer order to specify the different 38 goods and services, the associated prices, and any additional terms for an individual contract.
The majority of our contracts are governed by a master service agreement between us and the customer, which sets forth the general terms and conditions of any individual contract between the parties, which is then supplemented by a customer order to specify the different goods and services, the associated prices, and any additional terms for an individual contract.
Our strategic plan specifically focuses on: • Putting the customer first • Focusing on product innovation and development • Improving our liquidity • Increasing organizational efficiency and teamwork • Developing our employees and leaders 29 • Growing revenue by improving the breadth and depth of our product set across both point-of-sale and property management applications • Growing revenue through international expansion The primary objective of our ongoing strategic planning process is to create shareholder value by capitalizing on growth opportunities, increasing profitability and strengthening our competitive position within the specific technology solutions and end markets we serve.
Our strategic plan specifically focuses on: • Putting the customer first • Product innovation and development • Improving our liquidity • Increasing organizational efficiency and teamwork • Developing our employees and leaders • Growing revenue by improving the breadth and depth of our product set across both point-of-sale and property management applications • Growing revenue through international expansion The primary objective of our ongoing strategic planning process is to create shareholder value by capitalizing on growth opportunities, increasing profitability and strengthening our competitive position within the specific technology solutions and end markets we serve.
Product development increased $6.5 million, or 12.9%, during fiscal 2024 as compared to fiscal 2023 due to hiring and increased compensation rates across our development teams, increased travel, and higher rent. 32 Sales and marketing.
Product development increased $6.5 million, or 12.9%, during fiscal 2024 as compared to fiscal 2023 due to hiring and increased compensation rates across our development teams, increased travel, and higher rent. Sales and marketing.
Accordingly, each of the rights to access the software, the maintenance services, any hosting services, and any transaction-based services is not considered a distinct performance obligation in the context of the contract and should be combined into a single performance obligation to be recognized over the contract period.
Accordingly, each of the rights to access the software, the maintenance services, any hosting services, and any transaction-based services are not considered a distinct performance obligation in the context of the contract and should be combined into a single performance obligation to be recognized over the contract period.
Income Taxes Year ended March 31, Favorable (Dollars in thousands) 2024 2023 $ % Income tax (benefit) provision $ (65,511 ) $ 1,182 $ (66,693 ) nm Effective tax rate nm 7.5 % nm – not meaningful For fiscal 2024, the effective tax rate was different than the statutory rate due primarily to the release of valuation allowances recorded against U.S.
Income Taxes Year Ended March 31, Unfavorable (In thousands) 2024 2023 $ % Income tax provision (benefit) $ (65,511 ) $ 1,182 $ (66,693 ) nm Effective tax rate nm 7.5 % nm – not meaningful For fiscal 2024, the effective tax rate was different than the statutory rate due primarily to the release of valuation allowances recorded against U.S.
Depreciation of fixed assets increased $2.1 million or 120.2% in fiscal 2024 as compared to fiscal 2023 due significant capital expenditures over the last two fiscal years to build out new office space leases and to properly equip growing teams across the Company. Amortization of internal-use software and intangibles.
Depreciation of fixed assets increased $2.1 million or 120.2% in fiscal 2024 as compared to fiscal 2023 due to significant capital expenditures over the last two fiscal years to build out new office spaces and to properly equip growing teams across the Company. Amortization of internal-use software and intangibles.
Liquidity and Capital Resources Overview Our cash requirements consist primarily of working capital needs, capital expenditures, and payments of contractual obligations. Our contractual obligations consist primarily of operating leases for office space. We disclose our lease obligations in Note 6, Leases , to our Consolidated Financial Statements included under Item 8 of this Annual Report.
Our cash requirements consist primarily of working capital needs, capital expenditures, and payments of contractual obligations. Our contractual obligations consist primarily of operating leases for office space and our Credit Agreement. We disclose our lease obligations in Note 6, Leases , to our Consolidated Financial Statements included under Item 8 of this Annual Report.
Cash flows provided by operating activities were $48.2 million in fiscal 2024. The provision of cash was due primarily to our net income of $86.2 million adjusted for $48.1 million in non-cash expense including depreciation, amortization, share-based compensation, deferred income taxes, gains on asset disposals and an increase of $10.1 million from the changes in operating assets and liabilities.
The provision of cash was due primarily to our net income of $86.2 million adjusted for $48.0 million in non-cash expense including depreciation, amortization, share-based compensation, deferred income taxes, gains on asset disposals and an increase of $10.0 million from the changes in operating assets and liabilities. 38 Cash flows provided by operating activities were $34.5 million in fiscal 2023.
At March 31, 2024, 100% of our cash and cash equivalents, of which 95% were held in the United States, were deposited in bank accounts or invested in highly liquid investments including commercial paper and treasury bills with original maturity from the date of acquisition of three months or less and money market funds.
At March 31, 2025, 100% of our cash and cash equivalents, of which 87% were held in the United States, were deposited in bank accounts or invested in highly liquid investments including treasury bills with original maturity from the date of acquisition of three months or less and money market funds. We also invest in commercial paper.
Other Income (Expenses) Year ended March 31, Favorable (unfavorable) (Dollars in thousands) 2024 2023 $ % Other income (expense): Interest income $ 5,083 $ 2,192 $ 2,891 131.9 % Other (expense) income, net (152 ) 697 (849 ) nm Total other income, net $ 4,931 $ 2,889 $ 2,042 70.7 % nm – not meaningful Interest income.
Other Income (Expense) Year Ended March 31, Favorable (unfavorable) (In thousands) 2024 2023 $ % Other income (expense): Interest income $ 5,083 $ 2,192 $ 2,891 nm Other (expense) income, net (152 ) 697 (849 ) nm Total other income, net $ 4,931 $ 2,889 $ 2,042 nm nm – not meaningful Interest income.
We also had $133.9 million of state net operating loss carryforwards that expire, if unused, in fiscal years 2024 through 2042. We maintain valuation allowances for deferred tax assets until we have sufficient evidence to support the reversal of all or some portion of the allowances.
We also had $111.5 million of state net operating loss carryforwards that expire, if unused, in fiscal years 2026 through 2043. We maintain valuation allowances for deferred tax assets until we have sufficient evidence to support the reversal of all or some portion of the allowances.
Cash flows provided by operating activities were $34.5 million in fiscal 2023. The provision of cash was due primarily to our net income of $14.6 million adjusted for $16.4 million in non-cash expense including depreciation, amortization, and share-based compensation and an increase of $3.5 million from the changes in operating assets and liabilities.
The provision of cash was due primarily to our net income of $14.6 million adjusted for $16.5 million in non-cash expense including depreciation, amortization, and share-based compensation and an increase of $3.4 million from the changes in operating assets and liabilities. Cash flow used in investing activities .
Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP basis. Shipping and handling fees billed to customers are recognized as revenue and the related costs are recognized in cost of goods sold.
Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP basis. Shipping and handling fees billed to customers are recognized as revenue and the related costs are recognized in cost of goods sold. Revenue is recorded net of any applicable taxes collected and remitted to governmental agencies.
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 software licenses, third party hardware and operating systems. • Subscription and maintenance revenue – Revenue earned from the ongoing delivery of software updates, upgrades, bug fixes, technical support, and transaction-based fees over the period covered by subscription or maintenance agreements with our customers for both proprietary and remarketed solutions. • Professional services revenue – Revenue earned from the delivery of implementation, integration, development and installation services for proprietary and remarketed products. 30 Results of Operations Fiscal 2024 Compared to Fiscal 2023 Net Revenue and Operating Income The following table presents our consolidated revenue and operating results for the fiscal years ended March 31, 2024 and 2023: Year ended March 31, Increase (decrease) (Dollars in thousands) 2024 2023 $ % Net revenue: Products $ 49,083 $ 43,638 $ 5,445 12.5 % Subscription and maintenance 138,069 118,285 19,784 16.7 % Professional services 50,312 36,142 14,170 39.2 % Total net revenue 237,464 198,065 39,399 19.9 % Cost of goods sold: Products 26,318 22,994 3,324 14.5 % Subscription and maintenance 30,870 26,262 4,608 17.5 % Professional services 36,020 27,990 8,030 28.7 % Total cost of goods sold 93,208 77,246 15,962 20.7 % Gross profit $ 144,256 $ 120,819 $ 23,437 19.4 % Gross profit margin 60.7 % 61.0 % Operating expenses: Product development $ 56,739 $ 50,260 $ 6,479 12.9 % Sales and marketing 28,439 22,716 5,723 25.2 % General and administrative 36,279 30,669 5,610 18.3 % Depreciation of fixed assets 3,896 1,769 2,127 120.2 % Amortization of internal-use software and intangibles 1,366 1,743 (377 ) (21.6 )% Other charges, net 1,756 435 1,321 303.7 % Legal settlements 28 352 (324 ) nm Operating income $ 15,753 $ 12,875 $ 2,878 22.4 % Operating income percentage 6.6 % 6.5 % nm - not meaningful 31 The following table presents the percentage relationship of our Consolidated Statement of Operations line items to our consolidated net revenues for the periods presented: Year ended March 31, 2024 2023 Net revenue: Products 20.7 % 22.1 % Subscription and maintenance 58.1 59.7 Professional services 21.2 18.2 Total net revenue 100.0 % 100.0 % Cost of goods sold: Products 11.1 % 11.6 % Subscription and maintenance 13.0 13.3 Professional services 15.2 14.1 Total cost of goods sold 39.3 % 39.0 % Gross profit 60.7 % 61.0 % Operating expenses: Product development 23.9 % 25.3 % Sales and marketing 12.0 11.5 General and administrative 15.3 15.5 Depreciation of fixed assets 1.6 0.9 Amortization of internal-use software and intangibles 0.6 0.9 Other charges, net 0.7 0.2 Legal settlements 0.0 0.2 Operating income 6.6 % 6.5 % Net revenue.
Fiscal 2024 Compared to Fiscal 2023 Net Revenue and Operating Income The following table presents our consolidated revenue and operating results for the fiscal years ended March 31, 2024 and 2023: Year Ended March 31, Increase (decrease) (In thousands) 2024 2023 $ % Net revenue: Products $ 49,083 $ 43,638 $ 5,445 12.5 % Subscription and maintenance 138,069 118,285 19,784 16.7 % Professional services 50,312 36,142 14,170 39.2 % Total net revenue 237,464 198,065 39,399 19.9 % Cost of goods sold: Products 26,318 22,994 3,324 14.5 % Subscription and maintenance 30,870 26,262 4,608 17.5 % Professional services 36,020 27,990 8,030 28.7 % Total cost of goods sold 93,208 77,246 15,962 20.7 % Gross profit $ 144,256 $ 120,819 $ 23,437 19.4 % Gross profit margin 60.7 % 61.0 % Operating expenses: Product development $ 56,739 $ 50,260 $ 6,479 12.9 % Sales and marketing 28,439 22,716 5,723 25.2 % General and administrative 36,279 30,669 5,610 18.3 % Depreciation of fixed assets 3,896 1,769 2,127 120.2 % Amortization of internal-use software and intangibles 1,366 1,743 (377 ) (21.6 )% Other charges, net 1,756 435 1,321 nm Legal settlements 28 352 (324 ) nm Operating income $ 15,753 $ 12,875 $ 2,878 nm Operating income percentage 6.6 % 6.5 % 35 The following table presents the percentage relationship of our Consolidated Statement of Operations line items to our consolidated net revenues for the periods presented: Year Ended March 31, 2024 2023 Net revenue: Products 20.7 % 22.1 % Subscription and maintenance 58.1 59.7 Professional services 21.2 18.2 Total net revenue 100.0 % 100.0 % Cost of goods sold: Products 11.1 % 11.6 % Subscription and maintenance 13.0 13.3 Professional services 15.2 14.1 Total cost of goods sold 39.3 % 39.0 % Gross profit 60.7 % 61.0 % Operating expenses: Product development 23.9 % 25.3 % Sales and marketing 12.0 11.5 General and administrative 15.3 15.5 Depreciation of fixed assets 1.6 0.9 Amortization of internal-use software and intangibles 0.6 0.9 Other charges, net 0.7 0.2 Legal settlements 0.0 0.2 Operating income 6.6 % 6.5 % Net revenue.
Professional services can be provided by internal or external providers, do not significantly affect the customer’s ability to access or use other provided goods or services, and provide a measure of benefit beyond that of other promised goods or services in the contract.
Certain professional development services are recognized upon delivery of the developed solutions to the customer. Professional services can be provided by internal or external providers, do not significantly affect the customer’s ability to access or use other provided goods or services, and provide a measure of benefit beyond that of other promised goods or services in the contract.
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.
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. 39 Our most significant accounting policies relate to the sale, purchase, and promotion of our products and services.
Cash flows used in investing activities in fiscal 2024 were $7.6 million due to $8.1 million in purchases of property and equipment, including internal use software and $0.5 million in cash received from the sale of fixed assets located at our India research and development center. 37 Cash flows used in investing activities in fiscal 2023 were $6.9 million due to $7.3 million in purchases of property and equipment, including internal use software and $0.4 million in cash received from final working capital adjustments related to the ResortSuite acquisition.
Cash flows used in investing activities in fiscal 2024 were $7.6 million due to $8.1 million in purchases of property and equipment, including internal use software and $0.5 million in cash received from the sale of fixed assets located at our India research and development center.
Operating expenses Operating expenses, excluding the charges for legal settlements and other charges, increased $14.5 million, or 15.6%, in fiscal 2023 compared with fiscal 2022. As a percent of total revenue, operating expenses have decreased 2.9% in fiscal 2023 compared with fiscal 2022. Product development. Product development includes all expenses associated with research and development.
Operating expenses Operating expenses, excluding the charges for legal settlements and other charges, increased $17.2 million, or 13.6%, in fiscal 2025 compared with fiscal 2024. As a percent of total revenue, operating expenses have decreased 1.1% in fiscal 2025 compared with fiscal 2024. Product development. Product development includes all expenses associated with research and development.
Interest income consists of interest earned on cash equivalents including short-term investments in commercial paper, treasury bills and money market funds. Interest (expense). Interest expense consists of costs associated with finance leases. Other income (expense), net. Other income (expense), net mainly consists of movement of foreign currencies against the U.S. dollar.
Interest income consists of interest earned on cash equivalents including short-term investments in commercial paper, treasury bills and money market funds. Interest expense. Interest expense consists of interest charges under our Credit Agreement and amortization of related debt issuance costs. Other income (expense), net. Other income (expense), net mainly consists of movement of foreign currencies against the U.S. dollar.
Cash flows provided by operating activities were $28.5 million in fiscal 2022. The provision of cash was due primarily to our net income of $6.5 million adjusted for $17.7 million in non-cash expense including depreciation, amortization, and share-based compensation and an increase of $4.3 million from the changes in operating assets and liabilities. Cash flow used in investing activities .
Cash flows provided by operating activities were $55.1 million in fiscal 2025. The provision of cash was due primarily to our net income of $23.2 million adjusted for $26.2 million in non-cash expense including depreciation, amortization, share-based compensation, deferred income taxes and an increase of $5.7 million from the changes in operating assets and liabilities.
As of March 31, 2023, we had $132.0 million of federal net operating loss carryforwards that expire, if unused, in fiscal years 2033 to 2039, and $43.8 million of federal net operating loss carryforwards that can be carried forward indefinitely.
As of March 31, 2025, we had $29.7 million of federal net operating loss carryforwards that expire, if unused, in fiscal years 2036 to 2039, and $42.5 million of federal net operating loss carryforwards that can be carried forward indefinitely.
Cash Flow Year ended March 31, (In thousands) 2024 2023 2022 Net cash provided by (used in): Operating activities $ 48,186 $ 34,463 $ 28,475 Investing activities (7,602 ) (6,870 ) (25,679 ) Financing activities (8,558 ) (11,094 ) (4,901 ) Effect of exchange rate changes on cash 23 (628 ) (104 ) Increase (decrease) in cash $ 32,049 $ 15,871 $ (2,209 ) Cash flow provided by operating activities.
Cash Flow Year Ended March 31, (In thousands) 2025 2024 2023 Net cash provided by (used in): Operating activities $ 55,128 $ 48,186 $ 34,463 Investing activities (148,566 ) (7,602 ) (6,870 ) Financing activities 21,928 (8,558 ) (11,094 ) Effect of exchange rate changes on cash (340 ) 23 (628 ) Increase (decrease) in cash $ (71,850 ) $ 32,049 $ 15,871 Cash flow provided by operating activities.
Some of the largest hospitality companies around the world use Agilysys solutions to help improve guest loyalty, drive revenue growth and increase operational efficiencies. The Company has just one reportable segment serving the global hospitality industry. Agilysys operates across North America, Europe, the Middle East, Asia-Pacific, and India, with headquarters located in Alpharetta, Georgia.
Some of the largest hospitality companies around the world use Agilysys solutions to help improve guest loyalty, drive revenue growth and increase operational efficiencies. The Company has one reportable segment serving the global hospitality industry.
We believe that cash flow from operating activities, cash on hand of $144.9 million as of March 31, 2024, and access to capital markets will provide adequate funds to meet our liquidity requirements for at least the next twelve months, as well as our long-term liquidity requirements.
We believe that cash flow from operating activities, cash on hand of $73.0 million as of March 31, 2025, and access to our Revolving Facility and the broader capital markets will provide adequate funds to meet our short- and long-term liquidity requirements.
Certain bank account balances may exceed federally insured limits. We determine the fair value of commercial paper using significant other observable inputs based on pricing from independent sources that use quoted prices in active markets for identical assets or other observable inputs including benchmark yields and interest rates.
We determine the fair value of commercial paper using significant other observable inputs based on pricing from independent sources that use quoted prices in active markets for identical assets or other observable inputs including benchmark yields and interest rates. We believe credit risk is limited with respect to our cash and cash equivalents.
Management believes that this information, discussion, and disclosure is important in making decisions about investing in Agilysys. Overview Recent Developments Macroeconomic Conditions During the year ended March 31, 2024, global macroeconomic conditions were, and continue to be, influenced by a number of factors, including, but not limited to, political unrest, armed conflicts, labor shortages and natural disasters.
Overview Recent Developments Macroeconomic Conditions During the year ended March 31, 2025, global macroeconomic conditions were, and continue to be, influenced by a number of factors, including, but not limited to, political unrest, armed conflicts, changes to tariffs and trade policies, labor shortages and natural disasters.
We believe such conditions are impacting customer spending and provider pricing decisions resulting in decreased demand, increased costs, and reduced margins particularly in areas outside of the United States. Our Business Agilysys has been a leader in hospitality software for more than 45 years, delivering innovative state-of-the-art cloud-native SaaS and on-premise guest-centric technology solutions.
Our Business Agilysys has been a leader in hospitality software for more than 45 years, delivering innovative state-of-the-art cloud-native SaaS and on-premise guest-centric technology solutions.
Subscription and maintenance revenue increased $19.3 million, or 19.5%, driven by continued growth in subscription-based revenue, which increased 27.5% in fiscal 2023 compared to fiscal 2022. Professional services revenue increased $8.4 million, or 30.4%, due to higher sales and service activity as our new and existing customers continue implementing technology to improve their operations. Gross profit and gross profit margin.
Professional services revenue increased $13.9 million, or 27.7%, due to higher sales and service activity as our new and existing customers continue implementing technology to improve their operations. Gross profit and gross profit margin.
Professional services revenues primarily consist of fees for consulting, implementation, installation, integration and training and are generally recognized over time as the customer simultaneously receives and consumes the benefits of the professional services as the services are being performed. Certain professional development services are recognized upon delivery of the developed solutions to the customer.
We also recognize certain maintenance service revenue based on the volume of payment transactions processed by third parties through access to our software. 40 Professional services revenues primarily consist of fees for consulting, implementation, installation, integration and training and are generally recognized over time as the customer simultaneously receives and consumes the benefits of the professional services as the services are being performed.
The ultimate realization of deferred tax assets depends on various factors including the generation of taxable income during the future periods in which the underlying temporary differences are deductible.
Due to the nature of examinations in multiple jurisdictions, changes could occur in the amount of gross unrecognized tax benefits during the next 12 months that we cannot anticipate. 34 The ultimate realization of deferred tax assets depends on various factors including the generation of taxable income during the future periods in which the underlying temporary differences are deductible.
Our top priority is increasing shareholder value by improving operating and financial performance and profitably growing the business through superior products and services.
Agilysys operates across North America, Europe, the Middle East, Asia-Pacific, and India, with headquarters located in Alpharetta, Georgia. 30 Our top priority is increasing shareholder value by improving operating and financial performance and profitably growing the business through superior products and services.
Based on recent earnings and anticipated future earnings, we released a significant portion of the valuation allowances previously maintained against our deferred tax assets.
Based on recent earnings and anticipated future earnings, we released valuation allowances previously maintained against our businesses in Singapore and Hong Kong.
Revenue is recorded net of any applicable taxes collected and remitted to governmental agencies. 39 Share-based compensation. We have an equity incentive plan under which we may grant non-qualified stock options, incentive stock options, stock-settled stock appreciation rights, restricted shares, restricted stock units and performance shares.
Share-based compensation. We have an equity incentive plan under which we may grant non-qualified stock options, incentive stock options, stock-settled stock appreciation rights, restricted shares, restricted stock units and performance shares. Shares issued pursuant to awards under this plan may be made out of treasury or authorized but unissued shares.
Depreciation of fixed assets decreased $0.4 million or 20.0% in fiscal 2023 as compared to fiscal 2022 due to an increased level of assets with shorter useful lives. Amortization of internal-use software and intangibles.
Depreciation of fixed assets decreased $0.2 million or 5.6% in fiscal 2025 as compared to fiscal 2024 due to the timing of assets reaching their useful life. Amortization of internal-use software and intangibles.
Amortization of internal-use software and intangibles increased $0.1 million or 5.4% in fiscal 2023 as compared to fiscal 2022 due to the addition of certain intangible assets that began amortizing in January 2022 subsequent to the acquisition of ResortSuite Inc.
Amortization of internal-use software and intangibles increased $2.5 million or 182.5% in fiscal 2025 as compared to fiscal 2024 due to the addition of certain intangible assets resulting from the Book4Time acquisition. Other charges, net.
Product development increased $3.9 million, or 8.5%, during fiscal 2023 as compared to fiscal 2022 due to hiring and higher salary and incentive rates across our development teams, increased travel, and higher subscription charges for cloud computing arrangements. 35 Sales and marketing.
Product development increased $5.7 million, or 10.0%, during fiscal 2025 as compared to fiscal 2024 due to hiring and increased compensation rates across our development teams and increased travel. 33 Sales and marketing.
Cash flows used in financing activities in fiscal 2022 were $4.9 million and primarily comprised of share repurchases of $3.0 million to satisfy employee tax withholding on share-based compensation and $1.8 million in preferred stock dividends.
Cash flows provided by financing activities in fiscal 2025 were $21.9 million due primarily to $49.6 million in debt proceeds, net of issuance costs, debt repayments of $26.0 million, proceeds from Employee Stock Purchase Plan of $1.0 million, and share repurchases of $2.7 million to satisfy employee tax withholding on share-based compensation.
Cash flows used in investing activities in fiscal 2022 were $25.7 million due to $24.5 million in cash paid for business combinations, net of cash acquired, and $1.2 million in purchases of property and equipment, including internal use software. Cash flow used in financing activities.
Cash flows used in investing activities in fiscal 2023 were $6.9 million due to $7.3 million in purchases of property and equipment, including internal use software and $0.4 million in cash received from final working capital adjustments related to the ResortSuite acquisition. Cash flow provided by (used in) financing activities.
Subscription and maintenance gross profit increased $14.2 million and gross profit margin decreased from 78.6% to 77.8% as certain variable costs increased ahead of related revenue.
Products gross profit decreased $3.5 million, or 15.4%, and gross profit margin increased from 46.4% to 46.6% due to the composition of hardware and proprietary software products delivered. Subscription and maintenance gross profit increased $25.4 million, or 23.7%, and gross profit margin increased from 77.6% to 78.0% as revenue increases outpaced variable costs due to certain cost control measures.
General and administrative increased $2.9 million, or 10.6%, in fiscal 2023 compared to fiscal 2022 due to investments in our information security and information technology infrastructure along with hiring and increased salary and incentive rates across our administrative teams, higher rent, increased travel, and higher subscription charges for cloud computing arrangements. Depreciation of fixed assets.
General and administrative increased $4.6 million, or 12.5%, in fiscal 2025 compared to fiscal 2024 due to investments in our information security and information technology infrastructure, increased compensation rates across our administrative teams and, during the quarter ended June 30, 2024, payroll taxes associated with certain exercises of stock-settled appreciation rights. Depreciation of fixed assets.
Income Taxes Year ended March 31, Unfavorable (Dollars in thousands) 2023 2022 $ % Income tax expense $ 1,182 $ 33 $ 1,149 nm Effective tax rate 7.5 % 0.5 % nm – not meaningful For fiscal 2023, the effective tax rate was different than the statutory rate due primarily to adjustments to deferred tax assets including decreases in valuation allowances that reduce deferred tax assets.
Income Taxes Year Ended March 31, Favorable (In thousands) 2025 2024 $ % Income tax provision (benefit) $ 2,410 $ (65,511 ) $ 67,921 nm Effective tax rate 9.4 % nm nm – not meaningful For fiscal 2025, the effective tax rate was different than the statutory rate due primarily to the benefit of U.S.
Sales and marketing increased $8.0 million, or 54.2%, in fiscal 2023 compared with fiscal 2022 due to various sales and marketing investments including several key hires, significantly higher levels of marketing event and trade show activity and increased commission expense on higher sales levels. General and administrative.
Sales and marketing increased $4.7 million, or 16.5%, in fiscal 2025 compared with fiscal 2024 due to hiring and increased compensation rates across our sales and marketing teams, and continued expansion of marketing event and trade show activity. General and administrative.
Legal settlements decreased $0.6 million during fiscal 2023 compared to fiscal 2022 due to a decrease in settlements of employment and other business-related matters.
Other charges, net increased $2.9 million due to a significant increase in acquisition costs related to business combinations and a reduction of gains on asset disposals during fiscal 2025 compared to fiscal 2024. Legal settlements. Legal settlements increased $0.8 million during fiscal 2025 compared to fiscal 2024 due to an increase in certain customer settlements.
Our total gross profit increased $19.3 million, or 19.0%, in fiscal 2023 and total gross profit margin decreased from 62.4% to 61.0%. Products gross profit increased $3.9 million and gross profit margin increased from 46.5% to 47.3% due to a higher proportion of proprietary software revenue over third-party products.
Our total gross profit increased $27.7 million, or 19.2%, in fiscal 2025 and total gross profit margin increased from 60.7% to 62.4% compared to fiscal 2024 driven by changes in the composition of revenue by category.
Removed
Total revenue increased $35.4 million, or 21.8%, in fiscal 2023 compared to fiscal 2022. Products revenue increased $7.7 million, or 21.4%, due to higher sales and deliveries to new customers and expansion with existing customers.
Added
Management believes that this information, discussion, and disclosure is important in making decisions about investing in Agilysys.
Removed
Professional services gross profit increased $1.1 million and gross profit margin decreased from 25.3% to 22.6% reflecting lower utilization rates due to higher non-billable hours on new, more complex solution implementations over the comparable annual periods.
Added
We believe such conditions are impacting customer spending and provider pricing decisions resulting in decreased demand, increased costs, and reduced margins particularly in areas outside of the United States. Book4Time On August 20, 2024, we acquired Book4Time Parent, Inc.
Removed
(ResortSuite) as described in Note 15, Business Combination , to our Consolidated Financial Statements under Item 8 of this Annual Report. Other charges, net. Other charges, net decreased $1.1 million due to a significant reduction in non-recurring charges including ResortSuite acquisition costs during fiscal 2023 compared to fiscal 2022. Legal settlements.
Added
(“Book4Time”), a global leader in spa management SaaS software, as further described in Note 16, Business Combinations , to our condensed consolidated financial statements included under Part II, Item 8 of this annual report.
Removed
Other Income (Expenses) Year ended March 31, Favorable (unfavorable) (Dollars in thousands) 2023 2022 $ % Other income (expense): Interest income $ 2,192 $ 59 $ 2,133 nm Interest (expense) — (12 ) 12 nm Other income (expense), net 697 145 552 nm Total other income (expense), net $ 2,889 $ 192 $ 2,697 nm nm – not meaningful Interest income.
Added
The cash consideration for the acquisition totaled $145.8 million of net cash, partially funded by a credit agreement (the “Credit Agreement”) we entered into on August 16, 2024 (the “Credit Agreement Closing Date”), with the lenders party thereto and Bank of America, N.A., as lender and administrative agent, as further described in Note 15, Debt , to our condensed consolidated financial statements included under Part II, Item 8 of this annual report.
Removed
We are consistently subject to tax audits. Due to the nature of examinations in multiple jurisdictions, changes could occur in the amount of gross unrecognized tax benefits during the next 12 months that we cannot anticipate.
Added
Total net revenue increased $38.2 million, or 16.1%, in fiscal 2025 compared to fiscal 2024.
Removed
Although the timing and outcome of tax settlements remain uncertain, we expect that, as a result of the expiration of various statutes of limitations, a reduction in unrecognized tax benefits including related penalties and interest is more likely than not to occur during the next 12 months. 36 Because of our losses in prior periods, we have recorded a valuation allowance offsetting substantially all of the Company's deferred tax assets.
Added
Products revenue decreased $7.8 million, or 15.8%, due to increasing customer preference for subscription-based software licenses instead of perpetual software licenses and to their decreasing need for hardware due to improvements we have made to our technology enabling more support for consumer grade devices our customers can source elsewhere.
Removed
Based on recent earnings and anticipated future earnings, we believe it is reasonably possible that within the next 12 months we will have sufficient positive evidence to conclude that a significant portion of our valuation allowances will no longer be needed. Releasing the valuation allowances would result in the recognition of certain deferred tax assets and significant income tax benefits.
Added
Subscription and maintenance revenue increased $32.0 million, or 23.2%, driven by continued growth in subscription-based revenue including service to Book4Time customers. Total subscription revenue increased 39.5% in fiscal 2025 compared to fiscal 2024.
Removed
We believe credit risk is limited with respect to our cash and cash equivalents.
Added
Professional services gross profit increased $5.8 million, or 40.9%, and gross profit margin increased from 28.4% to 31.3% reflecting improved utilization rates from efficiency gains on multi-solution implementations and revenue associated with a large development service contract.
Removed
Our most significant accounting policies relate to the sale, purchase, and promotion of our products and services.
Added
Other Income (Expense) Year Ended March 31, Favorable (unfavorable) (In thousands) 2025 2024 $ % Other income (expense): Interest income $ 3,782 $ 5,083 $ (1,301 ) (25.6 )% Interest expense (1,529 ) — (1,529 ) nm Other income (expense), net 791 (152 ) 943 nm Total other income, net $ 3,044 $ 4,931 $ (1,887 ) (38.3 )% nm – not meaningful Interest income.
Removed
We also recognize certain maintenance service revenue based on the volume of payment transactions processed by third parties through access to our software.
Added
R&D credits and the release of valuation allowances recorded against foreign deferred tax assets, consisting primarily of Net Operating Losses. We are consistently subject to tax audits.
Removed
Shares issued pursuant to awards under this plan may be made out of treasury or authorized but unissued shares.
Added
Based on recent earnings and anticipated future earnings, during fiscal year 2024, we released a significant portion of the valuation allowances previously maintained against our deferred tax assets. 37 Liquidity and Capital Resources Overview Our primary recurring source of cash is the collection of proceeds from the sale of products and services to our customers, including cash periodically collected in advance of delivery or performance.
Added
The Credit Agreement provides for a revolving credit facility in the initial maximum aggregate principal amount of $75.0 million (the “Revolving Facility”). The Revolving Facility includes the ability for the Company to request an increase to the commitments under the Revolving Facility by an additional aggregate principal amount of up to $25.0 million.
Added
On the Credit Agreement Closing Date, we drew $50.0 million on the Revolving Facility, the proceeds of which we used to fund the Business Combination described below. We disclose our Revolving Facility in Note 15, Debt , to our Consolidated Financial Statements included under Item 8 of this Annual Report.
Added
We have expanded our business in part by investing in strategic growth through business acquisitions. We have used cash as consideration in our business acquisitions, including $145.8 million of net cash, partially funded by our Revolving Facility, during the year ended March 31, 2025, to complete the acquisition of Book4Time.
Added
We completed no business combinations during the years ended March 31, 2024 and 2023.
Added
Cash flows provided by operating activities were $48.2 million in fiscal 2024.
Added
Cash flows used in investing activities in fiscal 2025 were $148.6 million consisting primarily of $145.8 million in cash paid for business combinations, net of cash acquired, and property and equipment purchases, which decreased during the year ended March 31, 2025 compared to the year ended March 31, 2024 due primarily to leasehold improvements and equipment purchases for our new office lease in Chennai, India during the year ended March 31, 2024.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed1 unchanged
Biggest changeFor the fiscal years 2024, 2023 and 2022, revenue from international operations was 6%, 7% and 7%, 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 2024, 2023 and 2022 fiscal years.
Biggest changeFor the fiscal years 2025, 2024 and 2023, revenue from international operations was 10%, 6% and 7%, 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 2025, 2024 and 2023 fiscal years.
Fluctuations in the value of other currencies could materially impact our revenue, expenses, operating profit and net income. 40
Fluctuations in the value of other currencies could materially impact our revenue, expenses, operating profit and net income. 41

Other AGYS 10-K year-over-year comparisons