AGYS Agilysys Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2025

AGILYSYS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-5734	34-0907152
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3655 Brookside Parkway, Suite 300 Alpharetta, Georgia		30022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 810-7800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On January 21, 2025, Agilysys, Inc. issued a press release announcing its results for fiscal 2025 third quarter. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information contained in this report as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1		Press release issued by Agilysys, Inc. dated January 21, 2025, announcing its results for the third quarter and period ended December 31, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES

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

 

		Agilysys, Inc.
Date: January 21, 2025		By:	/s/ William David Wood III
			William David Wood III
			Chief Financial Officer
			(Principal Financial Officer)

 

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Exhibit 99.1

AGILYSYS ANNOUNCES RECORD REVENUE OF $69.6M IN THIRD QUARTER FISCAL 2025

45.1% Subscription Revenue Growth Including Book4Time

Quarter Adjusted EBITDA of $14.7M and Adjusted EPS of $0.38

Revises Full Fiscal Year Total Revenue Guidance To $273M, While Reiterating Previous Subscription Growth Guidance

ALPHARETTA, GA – January 21, 2025 - Agilysys, Inc. (NASDAQ: AGYS), a leading global provider of hospitality software solutions that deliver High Return Hospitality, today reported results for its fiscal 2025 third quarter ending December 31, 2024.

Summary of Fiscal 2025 Third Quarter Financial Results

Ramesh Srinivasan, President and CEO of Agilysys, commented, “Subscription revenue continues to grow at a healthy pace and we are pleased with the integration progress of the Book4Time acquisition. However, revenue levels, especially one-time product revenue, continue to be impacted by recent sales challenges with point-of-sale products, mainly in the managed food services vertical, caused by our final modernization transition phase.

While we expect fiscal 2025 to end up as a good year for subscription revenue growth of at least 38%, product revenue including hardware revenue, will remain challenged. Professional services revenue has returned to more realistic levels as we have completed most of the development phase of a large project. We are therefore revising fiscal 2025 annual total revenue guidance to $273 million.

"We are confident the overall structural strengths of the business, increasing competitive advantages and growing product innovation capabilities will continue to fuel strong growth, which will accelerate as we move past these short-term transition challenges" he concluded.

Fiscal 2025 Outlook

The Company revises full year fiscal 2025 total revenue guidance to approximately $273 million while maintaining at least 38% year-over-year subscription revenue growth. Adjusted EBITDA is expected to be 18% of revenue for the full fiscal year.

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Dave Wood, Chief Financial Officer, commented, “We are pleased to report strong subscription revenue growth results for the quarter. One time revenue remains challenged as we see continued impacts from our slow point-of-sales bookings during the first half of the year and wind down the heavy lift of significant development efforts related to large projects. While we are disappointed with the short-term headwinds leading to the reduction in our annual total revenue guidance, we remain confident in the strength of our product ecosystem and future revenue growth opportunities.”

2025 Third Quarter Conference Call and Webcast

Agilysys is hosting a conference call and webcast today, January 21, 2025, at 4:30 p.m. ET. Both the call and the webcast are open to the public. Please register at https://register.vevent.com/register/BId9a48404836f4457a5b8630114e30243 15 minutes prior to the call to receive confirmation and further instruction in a timely manner. After registration, an email confirmation with a personalized PIN will be provided along with further access details.

Interested parties also can access the conference call live on the Investor Relations page of Agilysys.com under the Events and Presentations headline. Approximately two hours after the call has concluded, an archived version of the webcast will be available for replay at the same location.

Forward-Looking Language

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, our revenue, subscription revenue and Adjusted EBITDA guidance for the 2025 fiscal year and statements made about future revenue growth.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the impact macroeconomic factors may have on the overall business environment, our ability to achieve our fiscal 2025 guidance, future revenue growth, the company's ability maintain sales levels, the Company's ability to integrate Book4Time and realize future synergies, and the risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s reports on Form 10-K and Form 10-Q. Additionally, references to "record" financial and business levels in this document refer only to the time period after Agilysys made the transformation to an entirely hospitality focused software solutions company in FY2014.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement that may be made from time to time, whether written or oral, whether as a result of new information, future developments or otherwise.

Use of Non-GAAP Financial Information

To supplement the unaudited consolidated financial statements presented in accordance with U.S. GAAP in this press release, certain non-GAAP financial measures as defined by the SEC rules are used. These non-GAAP financial measures include EBITDA, Adjusted EBITDA, adjusted net income, adjusted basic earnings per share, adjusted diluted earnings per share and free cash flow. Management believes that such information can enhance investors’ understanding of the Company’s ongoing operations.

 

The Company has included the following non-GAAP financial measures in this press release: adjusted net income, adjusted basic earnings per share and adjusted diluted earnings per share. The Company believes these non-GAAP financial measures provide valuable insight into the Company’s overall profitability from core operations before certain non-cash and non-recurring charges. The Company defines adjusted net income as net income before amortization expense (including amortization of developed technology), share-based compensation, other charges, and legal settlements, less the related income tax effect of these adjustments, as applicable, and tax events and defines adjusted earnings per share as adjusted net income divided by basic and diluted weighted average shares outstanding.

 

See the accompanying tables below for the definitions and reconciliation of these non-GAAP measures to the most closely related GAAP measures.

 

About Agilysys

Agilysys exclusively delivers state-of-the-art software solutions and services that help organizations achieve High Return Hospitality™ by maximizing Return on Experience (ROE) through interactions that make ‘personal’ profitable. Customers around the world use Agilysys Property Management Systems (PMS), Point-of-Sale (POS) solutions and Food & Beverage

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Inventory and Procurement (I&P) systems to consistently delight guests, retain staff and grow margins. Agilysys’ 100% hospitality customer base includes branded and independent hotels; multi-amenity resorts; casinos; property, hotel and resort management companies; cruise lines; corporate dining providers; higher education campus dining providers; food service management companies; hospitals; lifestyle communities; senior living facilities; stadiums; and theme parks. Agilysys operates across the Americas, Europe, the Middle East, Africa, Asia-Pacific, and India with headquarters located in Alpharetta, GA. For more information visit Agilysys.com.

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Investor Contact:

Jessica Hennessy

Senior Director Corporate Strategy & Investor Relations

Agilysys, Inc.

770-810-6116 or investorrelations@agilysys.com

- Financial tables follow -

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AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

		Three Months Ended December 31,								Nine Months Ended December 31,
(In thousands, except per share data)		2024				2023				2024				2023
Net revenue:
Products		$	10,677			$	12,678			$	31,077			$	38,100
Subscription and maintenance			44,379				35,107				123,853				101,481
Professional services			14,505				12,781				46,422				35,662
Total net revenue			69,561				60,566				201,352				175,243
Cost of goods sold:
Products			5,550				6,707				15,982				20,023
Subscription and maintenance			9,531				7,371				26,466				22,812
Professional services			10,625				8,664				31,967				26,428
Total cost of goods sold			25,706				22,742				74,415				69,263
Gross profit			43,855				37,824				126,937				105,980
Gross profit margin			63.0	%			62.5	%			63.0	%			60.5	%
Operating expenses:
Product development			14,971				14,551				45,863				42,455
Sales and marketing			9,013				6,137				24,822				19,838
General and administrative			9,536				9,057				30,181				27,207
Depreciation of fixed assets			985				909				2,738				3,042
Amortization of internal-use software and intangibles			1,622				343				2,777				1,120
Other (gains) charges, net			(12	)			(924	)			2,576				45
Legal settlements			330				—				699				—
Total operating expense			36,445				30,073				109,656				93,707
Operating income			7,410				7,751				17,281				12,273
Other income (expense):
Interest income			416				1,252				3,293				3,580
Interest expense			(657	)			—				(1,116	)			—
Other income (expense), net			574				95				804				(15	)
Income before taxes			7,743				9,098				20,262				15,838
Income tax provision (benefit)			3,913				(68,043	)			962				(67,396	)
Net income		$	3,830			$	77,141			$	19,300			$	83,234
Series A convertible preferred stock dividends			—				(286	)			—				(1,204	)
Net income attributable to common shareholders		$	3,830			$	76,855			$	19,300			$	82,030
Weighted average shares outstanding - basic			27,667				25,808				27,446				25,256
Net income per share - basic:		$	0.14			$	2.98			$	0.70			$	3.25
Weighted average shares outstanding - diluted			28,314				26,979				28,248				26,463
Net income per share - diluted:		$	0.14			$	2.85			$	0.68			$	3.10

 

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AGILYSYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)		December 31, 2024 (Unaudited)				March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents		$	60,761			$	144,891
Accounts receivable, net of allowance for expected credit losses    of $937 and $974, respectively			49,275				29,441
Contract assets			4,016				2,287
Inventories			6,360				4,587
Prepaid expenses and other current assets			10,798				7,731
Total current assets			131,210				188,937
Property and equipment, net			16,872				17,930
Operating lease right-of-use assets			17,017				18,384
Goodwill			128,544				32,791
Intangible assets, net			73,539				16,952
Deferred income taxes, non-current			68,041				67,373
Other non-current assets			8,638				8,063
Total assets		$	443,861			$	350,430
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	11,684			$	9,422
Contract liabilities			80,338				56,148
Accrued liabilities			17,497				19,522
Operating lease liabilities, current			5,431				4,279
Total current liabilities			114,950				89,371
Deferred income taxes, non-current			11,540				554
Operating lease liabilities, non-current			17,469				19,613
Debt, non-current			38,000				—
Other non-current liabilities			5,111				4,415
Commitments and contingencies
Shareholders' equity:
Common shares, without par value, at $0.30 stated value; 80,000,000    shares authorized; 33,342,288 shares issued; and 27,961,890    and 27,376,862 shares outstanding at December 31, 2024    and March 31, 2024, respectively			10,003				10,003
Treasury shares, 5,380,398 and 5,965,426 at December 31, 2024    and March 31, 2024, respectively			(1,616	)			(1,791	)
Capital in excess of stated value			105,017				94,680
Retained earnings			157,055				137,755
Accumulated other comprehensive loss			(13,668	)			(4,170	)
Total shareholders' equity			256,791				236,477
Total liabilities and shareholders' equity		$	443,861			$	350,430

 

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AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Nine Months Ended
		December 31,
(In thousands)		2024				2023
Operating activities
Net income		$	19,300			$	83,234
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (gain) on asset disposals			24				(1,145	)
Depreciation of fixed assets			2,738				3,042
Amortization of internal-use software and intangibles			2,777				1,120
Deferred income taxes			(980	)			(66,506	)
Share-based compensation			12,656				9,489
Changes in operating assets and liabilities			(8,539	)			(10,855	)
Net cash provided by operating activities			27,976				18,379
Investing activities
Cash paid for business combination, net of cash acquired			(144,945	)			—
Capital expenditures			(2,082	)			(7,658	)
Additional investments in corporate-owned life insurance policies			(27	)			(2	)
Net cash used in investing activities			(147,054	)			(7,660	)
Financing activities
Payment of preferred stock dividends			—				(1,663	)
Debt proceeds, net of issuance costs			49,646				—
Debt repayments			(12,000	)			—
Proceeds from Employee Stock Purchase Plan purchases			453				—
Repurchase of common shares to satisfy employee tax withholding			(2,848	)			(5,734	)
Principal payments under long-term obligations			—				(2	)
Net cash provided by (used in) financing activities			35,251				(7,399	)
Effect of exchange rate changes on cash			(303	)			38
Net (decrease) increase in cash and cash equivalents			(84,130	)			3,358
Cash and cash equivalents at beginning of period			144,891				112,842
Cash and cash equivalents at end of period		$	60,761			$	116,200

 

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AGILYSYS, INC.

RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA

(UNAUDITED)

		Three Months Ended								Nine Months Ended
		December 31,								December 31,
(In thousands)		2024				2023				2024				2023
Net income		$	3,830			$	77,141			$	19,300			$	83,234
Income tax provision (benefit)			3,913				(68,043	)			962				(67,396	)
Income before taxes			7,743				9,098				20,262				15,838
Depreciation of fixed assets			985				909				2,738				3,042
Amortization of internal-use software and intangibles			1,622				343				2,777				1,120
Amortization of developed technology acquired			163				39				301				119
Interest expense (income), net			241				(1,252	)			(2,177	)			(3,580	)
EBITDA (a)			10,754				9,137				23,901				16,539
Share-based compensation			4,218				3,638				12,656				9,489
Other (gains) charges, net			(12	)			(924	)			2,576				45
Other non-operating (income) expense, net			(574	)			(95	)			(804	)			15
Legal settlements			330				—				699				—
Adjusted EBITDA (b)		$	14,716			$	11,756			$	39,028			$	26,088

(a) EBITDA, a non-GAAP financial measure, is defined as net income before income taxes, interest income (net of interest expense), depreciation and amortization (including amortization of developed technology)

(b) Adjusted EBITDA, a non-GAAP financial measure, is defined as net income before income taxes, interest expense (income), net, depreciation and amortization (including amortization of developed technology), and excluding charges relating to i) share-based compensation, ii) other (gains) charges, net, iii) other non-operating (income) expense, net, and iv) legal settlements

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AGILYSYS, INC.

RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME FOR ADJUSTED EARNINGS PER SHARE

(UNAUDITED)

		Three Months Ended								Nine Months Ended
		December 31,								December 31,
(In thousands, except per share data)		2024				2023				2024				2023
Net income attributable to common shareholders		$	3,830			$	76,855			$	19,300			$	82,030
Amortization of developed technology acquired			163				39				301				119
Amortization of internal-use software and intangibles			1,622				343				2,777				1,120
Share-based compensation			4,218				3,638				12,656				9,489
Other (gains) charges, net			(12	)			(924	)			2,576				45
Legal settlements			330				—				699				—
Tax events (a)			1,964				(69,644	)			(5,965	)			(69,644	)
Income tax adjustments			(1,461	)			(978	)			(3,828	)			(2,610	)
Adjusted net income (b)		$	10,654			$	9,329			$	28,516			$	20,549
Basic weighted average shares outstanding			27,667				25,808				27,446				25,256
Diluted weighted average shares outstanding			28,314				26,979				28,248				26,463
Adjusted basic earnings per share (c)		$	0.39			$	0.36			$	1.04			$	0.81
Adjusted diluted earnings per share (c)		$	0.38			$	0.35			$	1.01			$	0.78

(a) Tax events include excess tax benefits or expense related to share-based compensation, release of valuation allowances against deferred income taxes, and changes in uncertain tax positions

(b) Adjusted net income, a non-GAAP financial measure, is defined as net income attributable to common shareholders before amortization expense (including amortization of developed technology), share-based compensation, other (gains) charges, net, and legal settlements, less the related income tax effect of these adjustments, as applicable, at the Company’s current combined federal and state income statutory tax rate and, as defined under (a) above, tax events

(c) Adjusted earnings per share, a non-GAAP financial measure, is defined as adjusted net income divided by basic and diluted weighted average shares outstanding

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AGILYSYS, INC.

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

(UNAUDITED)

		Three Months Ended								Nine Months Ended
		December 31,								December 31,
(In thousands)		2024				2023				2024				2023
Net cash provided by operating activities		$	20,288			$	12,909			$	27,976			$	18,379
Capital expenditures			(562	)			(1,656	)			(2,082	)			(7,658	)
Free cash flow (a)		$	19,726			$	11,253			$	25,894			$	10,721

(a) Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities, less capital expenditures

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v3.24.4

Document and Entity Information	Jan. 21, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 21, 2025
Entity Registrant Name	AGILYSYS, INC.
Entity Central Index Key	0000078749
Entity Emerging Growth Company	false
Entity File Number	000-5734
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	34-0907152
Entity Address, Address Line One	3655 Brookside Parkway
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30022
City Area Code	770
Local Phone Number	810-7800
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	AGYS
Security Exchange Name	NASDAQ

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