Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2020 | Jan. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | AGILYSYS, INC. | |
Entity Central Index Key | 0000078749 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 23,637,552 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Trading Symbol | AGYS | |
Title of 12(b) Security | Common Shares, without par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 0-5734 | |
Entity Incorporation, State or Country Code | OH | |
Entity Tax Identification Number | 34-0907152 | |
Entity Address, Address Line One | 1000 Windward Concourse | |
Entity Address, Address Line Two | Suite 250 | |
Entity Address, City or Town | Alpharetta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30005 | |
City Area Code | 770 | |
Local Phone Number | 810-7800 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 92,608 | $ 46,653 |
Accounts receivable, net of allowance for expected credit losses of $1,334 and for doubtful accounts of $1,634, respectively | 30,940 | 35,869 |
Contract assets | 2,744 | 2,125 |
Inventories | 1,322 | 3,887 |
Prepaid expenses and other current assets | 4,338 | 4,874 |
Total current assets | 131,952 | 93,408 |
Property and equipment, net | 9,519 | 12,230 |
Operating lease right-of-use assets | 12,600 | 13,829 |
Goodwill | 19,622 | 19,622 |
Intangible assets, net | 8,400 | 8,400 |
Deferred income taxes, non-current | 1,234 | 764 |
Other non-current assets | 5,874 | 6,309 |
Total assets | 189,201 | 154,562 |
Current liabilities: | ||
Accounts payable | 5,435 | 13,403 |
Contract liabilities | 39,360 | 42,244 |
Accrued liabilities | 8,853 | 9,033 |
Operating lease liabilities, current | 4,755 | 4,719 |
Finance lease obligations, current | 22 | 24 |
Total current liabilities | 58,425 | 69,423 |
Deferred income taxes, non-current | 894 | 880 |
Operating lease liabilities, non-current | 9,353 | 10,617 |
Finance lease obligations, non-current | 10 | 25 |
Other non-current liabilities | 3,740 | 1,860 |
Commitments and contingencies (see Note 8) | ||
Shareholders' equity: | ||
Common shares, without par value, at $0.30 stated value; 80,000,000 shares authorized; 31,606,831 shares issued; and 23,637,552 and 23,609,398 shares outstanding at December 31, 2020 and March 31, 2020, respectively | 9,482 | 9,482 |
Treasury shares, 7,969,279 and 7,997,433 at December 31, 2020 and March 31, 2020, respectively | (2,391) | (2,401) |
Capital in excess of stated value | 14,584 | 5,491 |
Retained earnings | 60,116 | 58,984 |
Accumulated other comprehensive (loss) income | (12) | 201 |
Total shareholders' equity | 81,779 | 71,757 |
Total liabilities and shareholders' equity | 189,201 | $ 154,562 |
Series A Convertible Preferred Stock [Member] | ||
Liabilities Noncurrent: | ||
Series A convertible preferred stock, no par value | $ 35,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Allowance for doubtful accounts receivable | $ 1,334 | $ 1,634 |
Common stock, stated value | $ 0.30 | $ 0.30 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 31,606,831 | 31,606,831 |
Common stock, shares outstanding | 23,637,552 | 23,609,398 |
Treasury shares | 7,969,279 | 7,997,433 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, No Par Value |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net revenue: | ||||
Total net revenue | $ 36,675 | $ 41,987 | $ 100,840 | $ 121,099 |
Cost of goods sold: | ||||
Total cost of goods sold | 12,479 | 20,923 | 34,942 | 59,803 |
Gross profit | $ 24,196 | $ 21,064 | $ 65,898 | $ 61,296 |
Gross Profit Ratio | 66.00% | 50.20% | 65.30% | 50.60% |
Operating expenses: | ||||
Product development | $ 12,376 | $ 11,285 | $ 28,900 | $ 32,127 |
Sales and marketing | 3,327 | 4,918 | 8,278 | 14,307 |
General and administrative | 7,509 | 6,084 | 18,446 | 17,998 |
Depreciation of fixed assets | 722 | 854 | 2,160 | 1,774 |
Amortization | 521 | 608 | 1,490 | 1,900 |
Severance and other charges | 1,552 | 11 | 2,762 | 438 |
Legal settlements, net | 50 | (125) | ||
Total operating expense | 26,007 | 23,760 | 62,086 | 68,419 |
Operating (loss) income | (1,811) | (2,696) | 3,812 | (7,123) |
Other (income) expense: | ||||
Interest income | (27) | (92) | (76) | (287) |
Interest expense | 9 | 25 | 13 | 28 |
Other expense (income), net | 95 | (142) | 284 | 50 |
(Loss) income before taxes | (1,888) | (2,487) | 3,591 | (6,914) |
Income tax expense | 182 | 95 | 311 | 161 |
Net (loss) income | (2,070) | (2,582) | 3,280 | (7,075) |
Series A convertible preferred stock issuance costs | (1,031) | |||
Series A convertible preferred stock dividends | (459) | (1,117) | ||
Net (loss) income attributable to common shareholders | $ (2,529) | $ (2,582) | $ 1,132 | $ (7,075) |
Weighted average shares outstanding - basic | 23,429 | 23,240 | 23,419 | 23,230 |
Net (loss) income per share - basic: | $ (0.11) | $ (0.11) | $ 0.05 | $ (0.30) |
Weighted average shares outstanding - diluted | 23,429 | 23,240 | 23,903 | 23,230 |
Net (loss) income per share - diluted: | $ (0.11) | $ (0.11) | $ 0.05 | $ (0.30) |
Products | ||||
Net revenue: | ||||
Total net revenue | $ 7,599 | $ 12,126 | $ 19,396 | $ 34,868 |
Cost of goods sold: | ||||
Total cost of goods sold | 3,660 | 9,639 | 9,625 | 28,056 |
Support, maintenance and subscription services | ||||
Net revenue: | ||||
Total net revenue | 22,846 | 20,965 | 65,647 | 61,377 |
Cost of goods sold: | ||||
Total cost of goods sold | 4,655 | 4,841 | 13,515 | 13,676 |
Professional services | ||||
Net revenue: | ||||
Total net revenue | 6,230 | 8,896 | 15,797 | 24,854 |
Cost of goods sold: | ||||
Total cost of goods sold | $ 4,164 | $ 6,443 | $ 11,802 | $ 18,071 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (2,070) | $ (2,582) | $ 3,280 | $ (7,075) |
Other comprehensive (loss) income, net of tax: | ||||
Unrealized foreign currency translation adjustments | (64) | (31) | (213) | 30 |
Total comprehensive (loss) income | $ (2,134) | $ (2,613) | $ 3,067 | $ (7,045) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||||
Net income (loss) | $ (2,070) | $ (2,582) | $ 3,280 | $ (7,075) |
Adjustments to reconcile income (loss) from operations to net cash provided by operating activities | ||||
Depreciation | 722 | 854 | 2,160 | 1,774 |
Amortization of intangibles | 521 | 608 | 1,490 | 1,900 |
Amortization of developed technology | 3,100 | 9,432 | ||
Deferred income taxes | (499) | (313) | ||
Share-based compensation | 6,630 | 1,329 | 9,312 | 3,156 |
Changes in operating assets and liabilities | (659) | (3,601) | ||
Net cash provided by operating activities | 15,084 | 5,273 | ||
Investing activities | ||||
Capital expenditures | (1,076) | (3,009) | ||
Additional investments in corporate-owned life insurance policies | (2) | (26) | ||
Net cash used in investing activities | (1,078) | (3,035) | ||
Financing activities | ||||
Repurchase of common shares to satisfy employee tax withholding | (1,069) | (1,053) | ||
Series A convertible preferred stock issuance proceeds, net of issuance costs | 33,969 | |||
Payment of preferred stock dividends | (1,117) | |||
Principal payments under long-term obligations | (18) | (18) | ||
Net cash provided by (used in) financing activities | 31,765 | (1,071) | ||
Effect of exchange rate changes on cash | 184 | (33) | ||
Net increase in cash and cash equivalents | 45,955 | 1,134 | ||
Cash and cash equivalents at beginning of period | 46,653 | 40,771 | ||
Cash and cash equivalents at end of period | $ 92,608 | $ 41,905 | $ 92,608 | $ 41,905 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common stock [Member] | Treasury stock [Member] | Capital in excess of stated value [Member] | Retained Earnings [Member] | Accumulated other comprehensive income (loss) [Member] |
Beginning balance at Mar. 31, 2019 | $ 100,622 | $ 9,482 | $ (2,433) | $ 781 | $ 93,051 | $ (259) |
Beginning balance (in shares) at Mar. 31, 2019 | 31,607 | (8,105) | ||||
Share-based compensation | 3,479 | 3,479 | ||||
Restricted shares issued, net | $ 42 | (42) | ||||
Restricted shares issued, net (in shares) | 143 | |||||
Shares issued upon exercise of SSARs | $ 5 | (5) | ||||
Shares issued upon exercise of SSARs (in shares) | 17 | |||||
Shares withheld for taxes upon exercise of stock options, SSARs or vesting of restricted shares | (120) | $ (1) | (119) | |||
Shares withheld for taxes upon exercise of stock options, SSARs or vesting of restricted shares (in shares) | (5) | |||||
Net income (loss) | (7,075) | (7,075) | ||||
Unrealized translation adjustments | 30 | 30 | ||||
Ending balance at Dec. 31, 2019 | 96,936 | $ 9,482 | $ (2,387) | 4,094 | 85,976 | (229) |
Ending balance (in shares) at Dec. 31, 2019 | 31,607 | (7,950) | ||||
Beginning balance at Sep. 30, 2019 | 98,365 | $ 9,482 | $ (2,386) | 2,909 | 88,558 | (198) |
Beginning balance (in shares) at Sep. 30, 2019 | 31,607 | (7,949) | ||||
Share-based compensation | 1,184 | 1,184 | ||||
Restricted shares issued, net | $ (1) | 1 | ||||
Restricted shares issued, net (in shares) | (1) | |||||
Net income (loss) | (2,582) | (2,582) | ||||
Unrealized translation adjustments | (31) | (31) | ||||
Ending balance at Dec. 31, 2019 | 96,936 | $ 9,482 | $ (2,387) | 4,094 | 85,976 | (229) |
Ending balance (in shares) at Dec. 31, 2019 | 31,607 | (7,950) | ||||
Beginning balance at Mar. 31, 2020 | 71,757 | $ 9,482 | $ (2,401) | 5,491 | 58,984 | 201 |
Beginning balance (in shares) at Mar. 31, 2020 | 31,607 | (7,997) | ||||
Share-based compensation | 9,393 | 9,393 | ||||
Restricted shares issued, net | $ 1 | (1) | ||||
Restricted shares issued, net (in shares) | 2 | |||||
Shares issued upon exercise of SSARs | $ 12 | (12) | ||||
Shares issued upon exercise of SSARs (in shares) | 38 | |||||
Shares withheld for taxes upon exercise of stock options, SSARs or vesting of restricted shares | (290) | $ (3) | (287) | |||
Shares withheld for taxes upon exercise of stock options, SSARs or vesting of restricted shares (in shares) | (12) | |||||
Net income (loss) | 3,280 | 3,280 | ||||
Series A convertible preferred stock issuance costs | (1,031) | (1,031) | ||||
Series A convertible preferred stock dividends | (1,117) | (1,117) | ||||
Unrealized translation adjustments | (213) | (213) | ||||
Ending balance at Dec. 31, 2020 | 81,779 | $ 9,482 | $ (2,391) | 14,584 | 60,116 | (12) |
Ending balance (in shares) at Dec. 31, 2020 | 31,607 | (7,969) | ||||
Beginning balance at Sep. 30, 2020 | 77,924 | $ 9,482 | $ (2,406) | 8,151 | 62,645 | 52 |
Beginning balance (in shares) at Sep. 30, 2020 | 31,607 | (8,019) | ||||
Share-based compensation | 6,558 | 6,558 | ||||
Restricted shares issued, net | $ 13 | (13) | ||||
Restricted shares issued, net (in shares) | 43 | |||||
Shares issued upon exercise of SSARs | $ 3 | (3) | ||||
Shares issued upon exercise of SSARs (in shares) | 10 | |||||
Shares withheld for taxes upon exercise of stock options, SSARs or vesting of restricted shares | (110) | $ (1) | (109) | |||
Shares withheld for taxes upon exercise of stock options, SSARs or vesting of restricted shares (in shares) | (3) | |||||
Net income (loss) | (2,070) | (2,070) | ||||
Series A convertible preferred stock dividends | (459) | (459) | ||||
Unrealized translation adjustments | (64) | (64) | ||||
Ending balance at Dec. 31, 2020 | $ 81,779 | $ 9,482 | $ (2,391) | $ 14,584 | $ 60,116 | $ (12) |
Ending balance (in shares) at Dec. 31, 2020 | 31,607 | (7,969) |
Nature of Operations and Financ
Nature of Operations and Financial Statement Presentation | 9 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations and Financial Statement Presentation | 1. Nature of Operations and Financial Statement Presentation Nature of Operations Agilysys has been a leader in hospitality software for more than 40 years, delivering innovative guest-centric technology solutions for gaming, hotels, resorts and cruise, corporate foodservice management, restaurants, universities, stadia, airport foodservice and healthcare. Agilysys offers the most comprehensive solutions in the industry, including point of sale (POS), property management systems (PMS), inventory and procurement, payments, and related applications, to manage the entire guest journey. The Company has just one reportable segment serving the global hospitality industry. Agilysys operates across the Americas, Europe, the Middle East, Africa, Asia-Pacific, and India with headquarters located in Alpharetta, GA. COVID-19 Pandemic On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The outbreak has reached all geographic regions in which we do business, and government authorities around the world have implemented extensive measures attempting to contain the spread and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shelter-in-place orders, closures of non-essential businesses, and social distancing requirements. The global spread of COVID-19 and the actions taken in response have negatively impacted us, our customers, our suppliers and the many communities in which we do business. The overall extent and duration of economic and business disruption is not currently known. In response to these challenges, we quickly adjusted our business policies and practices for employees to work from home and have taken other measures to continue our operations with safety as our top priority. We continuously monitor and assess the impact of the COVID-19 pandemic, including recommendations and orders from government and public health authorities. We are working to help our customers maintain their operations during this difficult time while managing our teams to be prepared for continuously changing demand for our products and services. See Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview— Recent Developments” of this report for a more detailed discussion of the impact of COVID-19 on our business. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include our accounts consolidated with our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on March 31st. References to a particular year refer to the fiscal year ending in March of that year. For example, fiscal 2021 refers to the fiscal year ending March 31, 2021. Our unaudited interim financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information, the instructions to the Quarterly Report on Form 10-Q (Quarterly Report) under the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 10-01 of Regulation S-X under the Exchange Act. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The Condensed Consolidated Balance Sheet as of December 31, 2020, as well as the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income (Loss), Condensed Consolidated Statements of Shareholders’ Equity for the three months and nine months ended December 31, 2020 and 2019, and Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2020 and 2019, are unaudited. However, these financial statements have been prepared on the same basis as those in the audited annual financial statements, except for the recently adopted accounting pronouncements described below. In the opinion of management, all adjustments of a recurring nature necessary to fairly state the results of operations, financial position, and cash flows have been made. These unaudited interim financial statements should be read together with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended March 31, 2020, filed with the Securities and Exchange Commission (SEC) on May 22, 2020. Use of estimates Preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Considering the currently unknown extent and duration of the COVID-19 pandemic, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply to certain of our significant accounting policies. We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us and the unknown future impacts COVID-19 as of December 31, 2020 and through the date of this report. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies A detailed description of our significant accounting policies can be found in the audited financial statements for the fiscal year ended March 31, 2020, included in our Annual Report on Form 10-K. We describe our accounting policy for Series A convertible preferred stock further below. There have been no other material changes to our significant accounting policies from those disclosed therein. Adopted and Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. The new standard will be effective December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We are currently assessing the impact of adopting this standard on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The new standard will be effective December 15, 2020, including interim periods within those fiscal years In August 2018, the FASB issued ASU No. 2018-15 , Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. In January 2017, the FASB issued ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments reporting date using a current expected credit loss model, which is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company’s financial instruments within the scope of this guidance primarily includes accounts receivable and contract assets. We adopted ASU 2016-13 as of April 1, 2020 under the modified retrospective approach. As a result, comparative information has not been restated and continues to be reported under accounting standards applicable for those periods. The adoption of ASU 2016-13 did not have a material impact on our condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 3. Revenue Recognition Our customary business practice is to enter into legally enforceable written contracts with our customers. The majority of our contracts are governed by a master agreement between us and the customer, which sets forth the general terms and conditions of any individual contract between the parties, which is then supplemented by a customer purchase order to specify the different goods and services, the associated prices, and any additional terms for an individual contract. Performance obligations specific to each individual contract are defined within the terms of each purchase order. Each performance obligation is identified based on the goods and services that will be transferred to our customer that are both capable of being distinct and are distinct within the context of the contract. The transaction price is determined based on the consideration to which we will be entitled and expect to receive in exchange for transferring goods or services to the customer. Typically, our contracts do not provide our customer with any right of return or refund; we do not constrain the contract price as it is probable that there will not be a significant revenue reversal due to a return or refund. Typically, our customer contracts contain one or more of the following goods or services which constitute performance obligations. Our software licenses typically provide for a perpetual right to use our software. Generally, our contracts do not provide significant services of integration, and customization and installation services are not required to be purchased directly from us. The software is delivered before related services are provided and is functional without professional services, updates and technical support. We have concluded that the software license is distinct as the customer can benefit from the software on its own. Software revenue is typically recognized when the software is delivered or made available for download to the customer. Revenue for hardware sales is recognized when the product is shipped to the customer and when obligations that affect the customer's final acceptance of the arrangement have been fulfilled. Hardware is purchased from suppliers and provided to the end-user customers via drop-ship or from inventory. We are responsible for negotiating price both with the supplier and the customer, payment to the supplier, establishing payment terms and product returns with the customer, and we bear the credit risk if the customer does not pay for the goods. As the principal contact with the customer, we recognize revenue and cost of goods sold when we are notified by the supplier that the product has been shipped. In certain limited instances, as shipping terms dictate, revenue is recognized upon receipt at the point of destination or upon installation at the customer site. Support and maintenance revenue is derived from providing telephone and on-line technical support services, bug fixes, and unspecified software updates and upgrades to customers on a when-and-if-available basis. These services represent a stand-ready obligation that is concurrently delivered and has the same pattern of transfer to the customer; we account for these support and maintenance services as a single performance obligation recognized over the term of the maintenance agreement. Our subscription service revenue is comprised of fees for contracts that provide customers a right to access our software for a subscribed period. We do not provide the customer the contractual right to license the software at any time outside of the subscription period under these contracts. The customer can only benefit from the software and software maintenance when provided the right to access the software. Accordingly, each of the rights to access the software, the maintenance services, and any hosting services is not considered a distinct performance obligation in the context of the contract and should be combined into a single performance obligation to be recognized over the contract period. The Company recognizes subscription revenue over a one-month period based on the typical monthly invoicing and renewal cycle in accordance with our customer agreement terms. Professional services revenues primarily consist of fees for consulting, installation, integration and training and are generally recognized over time as the customer simultaneously receives and consumes the benefits of the professional services as the services are being performed. Professional services can be provided by internal or external providers, do not significantly affect the customer's ability to access or use other provided goods or services, and provide a measure of benefit beyond that of other promised goods or services in the contract. As a result, professional services are considered distinct in the context of the contract and represent a separate performance obligation. Professional services that are billed on a time and materials basis are recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time using an input method based on labor hours expended to date relative to the total labor hours expected to be required to satisfy the related performance obligation. We use the market approach to drive standalone selling price ("SSP") by maximizing observable data points (in the form of recently executed customer contracts) to determine the price customers are willing to pay for the goods and services transferred. If the contract contains a single performance obligation, the entire transaction price is allocated to that performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP basis. Shipping and handling fees billed to customers are recognized as revenue and the related costs are recognized in cost of goods sold. Revenue is recorded net of any applicable taxes collected and remitted to governmental agencies. Disaggregation of Revenue We derive and report our revenue from the sale of products (software licenses, third party hardware and operating systems), support, maintenance and subscription services and professional services. Revenue recognized at a point in time (products) totaled $7.6 million and $19.4 million, and $12.1 million and $34.9 million for the first three and nine months ended December 31, 2020 and 2019, respectively. Revenue recognized over time (support, maintenance and subscription services and professional services) totaled $29.1 million and $81.4 million, and $29.9 million and $86.2 million for the three and nine months ended December 31, 2020 and 2019, respectively. Contract Balances Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when that right is conditional on something other than the passage of time. The majority of our contract assets represent unbilled amounts related to professional services. We expect billing and collection of our contract assets to occur within the next twelve months. We receive payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities represent consideration received or consideration which is unconditionally due from customers prior to transferring goods or services to the customer under the terms of the contract. Revenue recognized from amounts included in contract liabilities at the beginning of the period was $9.1 million and $8.6 million for the three months ended December 31, 2020 and 2019, respectively, and $38.1 million and $34.6 million for the nine months ended December 31, 2020 and 2019, respectively. Because the right to the transaction became unconditional, we transferred to accounts receivable from contract assets at the beginning of the period, $0.1 million and $0.2 million for the three months ended December 31, 2020 and 2019, respectively, and $1.8 million and $2.7 million for the nine months ended December 31, 2020 and 2019, respectively. Our arrangements are for a period of one year or less. As a result, unsatisfied performance obligations as of December 31, 2020 are expected to be satisfied and the allocated transaction price recognized in revenue within a period of 12 months or less. Assets Recognized from Costs to Obtain a Contract Sales commission expenses that would not have occurred absent the customer contracts are considered incremental costs to obtain a contract. We have elected to take the practical expedient available to expense the incremental costs to obtain a contract as incurred when the expected benefit and amortization period is one year or less. For subscription contracts that are renewed monthly based on an agreement term, we capitalize commission expenses and amortize as we satisfy the underlying performance obligations, generally based on the contract terms and anticipated renewals. Other sales commission expenses have a period of benefit of one year or less and are therefore expensed as incurred in line with the practical expedient elected. We had $3.0 million and $3.3 million of capitalized sales incentive costs as of December 31, 2020 and 2019, respectively. These balances are included in other non-current assets on our condensed consolidated balance sheets. During the three and nine months ended December 31, 2020, we expensed $0.7 million and $2.0 million, respectively, of sales commissions, which included amortization of capitalized amounts of $0.3 million and $1.1 million, respectively. During the comparable periods ending December 31, 2019, we expensed $1.3 million and $3.5 million, respectively, of sales commissions, which included amortization of capitalized amounts of $0.3 million and $1.0 million, respectively. These expenses are included in operating expenses – sales and marketing in our condensed consolidated statement of operations. All other costs to obtain a contract are not considered incremental and therefore are expensed as incurred. |
Intangible Assets and Software
Intangible Assets and Software Development Costs | 9 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Software Development Costs | 4. Intangible Assets and Software Development Costs The following table summarizes our intangible assets and software development costs: December 31 and March 31, 2020 Gross Net carrying Accumulated Accumulated carrying (In thousands) amount amortization Impairment amount Amortized intangible assets: Customer relationships $ 10,775 $ (10,775 ) $ — $ — Non-competition agreements 2,700 (2,700 ) — — Developed technology 10,398 (10,398 ) — — Trade names 230 (230 ) — — Patented technology 80 (80 ) — — 24,183 (24,183 ) — — Trade names 8,400 N/A — 8,400 Total intangible assets $ 32,583 $ (24,183 ) $ — $ 8,400 (In thousands) Software development costs $ 67,541 $ (45,535 ) $ (22,006 ) $ — As of March 31, 2020, management determined the net realizable value of the remaining capitalized software development costs for certain solutions within our rGuest suite of products no longer exceeded their carrying value, and as a result, recorded non-cash impairment charges of $22.0 million for the year ended March 31, 2020. The impact of the COVID-19 pandemic on the hospitality industry resulted in economic conditions that made it difficult to project future sales and revenue accurately for the related rGuest solutions. After evaluating the Company’s strategy for market development and continued costs to support the software, an impairment charge was required. The amount of impairment recognized during the year ended March 31, 2020 reduced the carrying value of capitalized software development costs to zero with no remaining amortization expense to be recognized in future periods. Amortization expense for software development costs related to assets to be sold, leased, or otherwise marketed was $3.1 million and $9.4 million for the three and nine months ended December 31, 2019. These charges are included as costs of goods sold - products in our condensed consolidated statements of operations. |
Additional Balance Sheet Inform
Additional Balance Sheet Information | 9 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Additional Balance Sheet Information | 5. Additional Balance Sheet Information Additional information related to the condensed consolidated balance sheets is as follows: (In thousands) December 31, 2020 March 31, 2020 Accrued liabilities: Salaries, wages, and related benefits $ 5,053 $ 6,945 Payroll taxes deferred under CARES Act 911 — Other taxes payable 2,084 1,649 Accrued legal settlements 50 — Severance liabilities 329 32 Professional fees 55 50 Other 371 357 Total $ 8,853 $ 9,033 Other non-current liabilities: Uncertain tax positions $ 1,123 $ 1,103 Asset retirement obligations 170 170 Payroll taxes deferred under CARES Act 911 — Employee benefit obligations 1,466 511 Other 70 76 Total $ 3,740 $ 1,860 |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 9 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | 6. Supplemental Disclosures of Cash Flow Information A dditional information related to the condensed consolidated statements of cash flows is as follows: Nine Months Ended December 31, (In thousands) 2020 2019 Cash (receipts) for interest, net $ (63 ) $ (259 ) Cash payments for income taxes, net 195 252 Cash payments for operating leases 4,039 3,560 Cash payments for finance leases 21 27 Accrued capital expenditures 64 48 |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The following table compares our income tax expense and effective tax rates for the three and nine months ended December 31, 2020 and 2019: Three Months Ended December 31, Nine Months Ended December 31, (Dollars in thousands) 2020 2019 2020 2019 Income tax expense $ 182 $ 95 $ 311 $ 161 Effective tax rate (9.6 )% (3.8 )% 8.7 % (2.3 )% For the three months ended December 31, 2020, the effective tax rate was different than the statutory tax rate due primarily to the recognition of net operating losses that were offset by increased valuation allowance in the U.S, certain foreign and state tax effects and other U.S. permanent book to tax differences. For the nine months ended December 31, 2020, the effective tax rate was different than the statutory tax rate due primarily to the utilization of net operating losses that were offset by decreased valuation allowance in the U.S, certain foreign and state tax effects and other U.S. permanent book to tax differences. For the three and nine months ended December 31, 2019, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses in the U.S. and certain foreign jurisdictions that were offset by increased valuation allowance, certain foreign and state tax effects and other U.S. permanent book to tax differences. Because of our losses in prior periods, we have recorded and maintain a valuation allowance offsetting substantially all of our deferred tax assets in the U.S. and certain foreign jurisdictions, as management believes that it is more likely than not that we will not realize the benefits of these deductible differences. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act provides, among other provisions, for the deferral of the employer-paid portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Agilysys is the subject of various threatened or pending legal actions and contingencies in the normal course of conducting its business. We provide for costs related to these matters when a loss is probable, and the amount can be reasonably estimated. The effect of the outcome of these matters on our future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. While it is not possible to predict with certainty, management believes that the ultimate resolution of such individual or aggregated matters will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows. On April 6, 2012, Ameranth, Inc. filed a complaint against us in the U.S. District Court of Southern District of California alleging that certain of our products infringe patents owned by Ameranth directed to configuring and transmitting hospitality menus (e.g. restaurant menus) for display on electronic devices and synchronizing the menu content between the devices. The case against us was consolidated with similar cases brought by Ameranth against more than 30 other defendants. All but one of the patents at issue in the case were invalidated by the U.S. Court of Appeals for the Federal Circuit in 2016. In September 2018, the District Court found the one surviving Ameranth patent invalid and granted summary judgment in favor of the movant co-defendants. In November 2019, the U.S. Court of Appeals for the Federal Circuit affirmed the lower court’s summary judgement with respect to all claims except for two, which were not asserted against Agilysys. Ameranth’s writ of certiorari to the United States Supreme Court was denied in October 2020. Subsequently, Ameranth filed further pleading amendments and discovery requests with the District Court, which were opposed by the defendants. We were not a party to the appeal, and it is currently unclear what impact the summary judgement ruling may have on our case. Ameranth seeks monetary damages, injunctive relief, costs and attorneys' fees from us. At this time, we are not able to predict the outcome of this lawsuit. However, we dispute the allegations of wrongdoing and are vigorously defending ourselves in this matter. |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | 9. Income (Loss) per Share The following data shows the amounts used in computing income (loss) per share and the effect on earnings and the weighted average number of shares of dilutive potential common shares. Three Months Ended December 31, Nine Months Ended December 31, (In thousands, except per share data) 2020 2019 2020 2019 Numerator: Net income (loss) $ (2,070 ) $ (2,582 ) $ 3,280 $ (7,075 ) Series A convertible preferred stock issuance costs — — (1,031 ) — Series A convertible preferred stock dividends (459 ) — (1,117 ) — Net income (loss) attributable to common shareholders $ (2,529 ) $ (2,582 ) $ 1,132 $ (7,075 ) Denominator: Weighted average shares outstanding - basic 23,429 23,240 23,419 23,230 Dilutive SSARs — — 377 — Dilutive unvested restricted shares — — 107 — Weighted average shares outstanding - diluted 23,429 23,240 23,903 23,230 Income (loss) per share - basic: $ (0.11 ) $ (0.11 ) $ 0.05 $ (0.30 ) Income (loss) per share - diluted: $ (0.11 ) $ (0.11 ) $ 0.05 $ (0.30 ) Anti-dilutive stock options, SSARs, restricted shares, performance shares and preferred shares 3,389 1,469 2,692 1,414 Basic income (loss) per share is computed as net income (loss) attributable to common shareholders divided by the weighted average basic shares outstanding. The outstanding shares used to calculate the weighted average basic shares excludes 204,009 and 416,960 of restricted shares at December 31, 2020 and 2019, respectively, as these shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic income (loss) per share at the balance sheet dates. Diluted income (loss) per share includes the effect of all potentially dilutive securities on earnings per share. We have stock-settled appreciation rights ("SSARs"), unvested restricted shares, and preferred shares that are potentially dilutive securities. When a loss is reported, the denominator of diluted earnings per share cannot be adjusted for the dilutive impact of share-based compensation grants because doing so would be anti-dilutive. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Dec. 31, 2020 | |
Share Based Compensation [Abstract] | |
Share-based Compensation | 10. Share-based Compensation We may grant incentive stock options, non-qualified stock options, SSARs, restricted shares, and performance shares under our shareholder-approved 2020 Equity Incentive Plan ("2020 Plan") for up to 2.25 million common shares, plus 868,864 common shares, the number of shares that were remaining for grant under the 2016 Stock Incentive Plan ("2016 Plan") as of the effective date of the 2020 Plan, plus the number of shares remaining for grant under the 2016 Plan that are forfeited, settled in cash, canceled or expired. The aggregate number of shares that may be granted under the 2020 Plan is 3,118,864. We may distribute authorized but unissued shares or treasury shares to satisfy share option and SSAR exercises or restricted share and performance share grants. The fair value of restricted share and performance share grants is based on the closing price of our common shares on the grant date. For stock option and SSAR grants subject to a service condition, we estimate the fair value on the grant date using the Black-Scholes-Merton option pricing model with inputs including the closing market price at grant date, exercise price and assumptions regarding the risk-free interest rate, expected volatility of our common shares based on historical volatility, and expected term as estimated using the simplified method. We record compensation expense for restricted shares and SSAR grants subject to a service condition utilizing the graded vesting method. For SSAR grants subject to a market condition, we estimate the fair value on the grant date through a lattice option pricing model that utilizes a Monte Carlo analysis with inputs including the closing market price at grant date, exercise price, share price threshold, remaining contractual term and assumptions regarding the risk-free interest rate, suboptimal exercise factor, and expected volatility of our common shares based on historical volatility. We record compensation expense for SSAR grants subject to a market condition over the derived service period, which is an output of the lattice option pricing model. The grant date is defined as the date all necessary approvals are obtained. All grants during the nine months ended December 31, 2020 were made under the 2020 Plan, which was approved by our shareholders on November 19, 2020. The Compensation Committee of our Board of Directors approved substantially all grants under the 2020 Plan for the nine months ended December 31, 2020 on June 2, 2020. The closing market price of our common stock was $39.65 and $20.02 on November 19, 2020 and June 2, 2020, respectively. The following table summarizes the share-based compensation expense for SSARs, restricted and performance grants included in the condensed consolidated statements of operations: Three Months Ended December 31, Nine Months Ended December 31, (In thousands) 2020 2019 2020 2019 Product development $ 3,362 $ 639 $ 3,773 $ 1,579 Sales and marketing 666 104 735 217 General and administrative 2,602 586 4,804 1,360 Total share-based compensation expense $ 6,630 $ 1,329 $ 9,312 $ 3,156 Stock-Settled Appreciation Rights SSARs are rights granted to an employee to receive value equal to the difference between the price of our common shares on the date of exercise and the exercise price. The value is settled in common shares of Agilysys, Inc. The following table summarizes the activity during the nine months ended December 31, 2020 for SSARs awarded under the 2020 and 2016 Plans: Number of Rights Weighted-Average Exercise Price Remaining Contractual Term Aggregate Intrinsic Value (per right) (in years) Outstanding at April 1, 2020 1,644,888 $ 21.07 Granted 2,234,858 20.02 Exercised (80,255 ) 11.93 Forfeited (68,201 ) 19.79 Expired (2,118 ) 14.22 Outstanding at December 31, 2020 3,729,172 $ 20.66 5.5 $ 66,069 Exercisable at December 31, 2020 995,713 $ 14.73 3.5 $ 23,544 Vested and expected to vest at December 31, 2020 3,729,172 $ 20.66 5.5 $ 66,069 As of December 31, 2020, total unrecognized share-based compensation expense related to unvested service condition SSARs was $21.1 million, which is expected to be recognized over a weighted-average vesting period of 2.2 years. As of December 31, 2020, total unrecognized share-based compensation expense related to unvested market condition SSARs was $21.9 million, which is expected to be recognized over a weighted-average vesting period of 1.0 years. If the market condition for any SSARs is met prior to the end of their expected vesting period, all remaining unrecognized compensation expense for those SSARs will be recognized at that time. Restricted Shares We granted shares to certain of our Directors, executives and key employees, the vesting of which is service-based. The following table summarizes the activity during the nine months ended December 31, 2020 for restricted shares awarded under the 2020 and 2016 Plans: Number of Shares Weighted-Average Grant-Date Fair Value (per share) Outstanding at April 1, 2020 178,462 $ 19.89 Granted 56,527 39.63 Forfeited (30,980 ) 20.65 Outstanding at December 31, 2020 204,009 $ 25.24 The weighted-average grant date fair value of the restricted shares is determined based upon the closing price of our common shares on the grant date. As of December 31, 2020, total unrecognized share-based compensation expense related to Performance Shares We awarded certain restricted shares to our Chief Executive Officer, the vesting of which is performance based. The number of shares that vested were based on relative attainment of a performance metric and any unvested shares were forfeited upon settlement of the bonus. The following table summarizes the activity during the nine months ended December 31, 2020 for the performance shares awarded under the 2016 Plan: Number of Shares Outstanding at April 1, 2020 30,120 Granted — Vested (6,714 ) Forfeited (23,406 ) Outstanding at December 31, 2020 — |
Preferred Stock
Preferred Stock | 9 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | 11. Preferred Stock Series A Convertible Preferred Stock On May 22, 2020, we completed the sale of 1,735,457 shares of our preferred stock, without par value, designated as “Series A Convertible Preferred Stock” (the “Convertible Preferred Stock”) to MAK Capital Fund L.P. and MAK Capital Distressed Debt Fund I, LP (the “Holders”) each, in its capacity as a designee of MAK Capital One LLC (the “Purchaser”), pursuant to the terms of the Investment Agreement, dated as of May 11, 2020, between the Company and the Purchaser, for an aggregate purchase price of $35 million. We incurred issuance costs of $1.0 million. We added all issuance costs that were netted against the proceeds upon issuance of the Convertible Preferred Stock to its redemption value. As disclosed in our Annual Report for the fiscal year ended March 31, 2020, Michael Kaufman, the Chairman of the Company’s Board of Directors, is the Chief Executive Officer of MAK Capital One LLC. Accounting Policy We classify convertible preferred stock as temporary equity in the condensed consolidated balance sheets due to certain contingent redemption clauses that are at the election of the Holders. We increase the carrying value of the convertible preferred stock to its redemption value (described below) for all undeclared dividends using the interest method. The Convertible Preferred Stock has the following rights, preferences and restrictions (the Certificate of Amendment included as Exhibit 3.1 to our Current Report on Form 8-K, filed on May 26, 2020, defines all terms not otherwise defined below): Voting The Holders will be entitled to one vote for each share of Convertible Preferred Stock upon all matters presented to the common shareholders of the Company, and except as otherwise provided by the Amended Articles of Incorporation of the Company or required by law, the Holders and common shareholders will vote together as one class on all matters. Additionally, certain matters specific to the Convertible Preferred Stock will require the approval of two-thirds of the outstanding Convertible Preferred Stock, voting as a separate class. Liquidation Preference Upon a liquidation, dissolution or winding up of the Company, each share of Convertible Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the Purchaser, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the amount that the Holder would have been entitled to receive at such time if the Convertible Preferred Stock were converted into common stock. Redemption On and after the fifth anniversary of the date the Convertible Preferred Stock is initially issued, the Company will have the right, and the Holders will have the right to require the Company, in each case, at the initiating party’s election, to redeem all, but not less than all, of the then-outstanding Convertible Preferred Stock for an amount equal to the Liquidation Preference. Conversion Each Holder will have the right, at its option, to convert its Convertible Preferred Stock, in whole or in part, into fully paid and non-assessable shares of common stock at a conversion price equal to $20.1676 per share (as may be adjusted from time to time, as described in the Certificate of Amendment). Subject to certain conditions, the Company may, at its option, require conversion of all of the outstanding shares of Convertible Preferred Stock to common stock if, at any time after November 22, 2023, the daily volume-weighted average price of the Company’s common stock is at least 150% of the conversion price for at least 20 trading days during the 30 consecutive trading days immediately preceding the date the Company notifies the Holders of the election to convert. Dividends The Holders are entitled to dividends on the Liquidation Preference at the rate of 5.25% per annum, payable semi-annually either (i) 50% in cash and 50% in kind as an increase in the then-current Liquidation Preference or (ii) 100% in cash, at the option of the Company. The Holders are not entitled to participate The Convertible Preferred Stock ranks senior to the Company’s common stock with respect to dividends and distributions on liquidation, winding-up and dissolution. Upon a liquidation, dissolution or winding up of the Company, each share of Convertible Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the Liquidation Preference and (ii) the amount that the Holder would have been entitled to receive at such time if the Convertible Preferred Stock were converted into common stock. Change in Control Events Upon certain change of control events involving the Company, the Company has the right, and each Holder has the right, in each case, at the initiating party’s election, to require the Company to repurchase all or a portion of its then-outstanding shares of Convertible Preferred Stock for cash consideration equal to (i) 150% of the then-current Liquidation Preference for a change of control occurring prior to the third anniversary of the date the Convertible Preferred Stock is initially issued, (ii) 125% of the then-current Liquidation Preference for a change of control occurring on or following the third anniversary and prior to the fifth anniversary of the date the Convertible Preferred Stock is initially issued and (iii) 100% of the then-current Liquidation Preference for a change of control occurring on or following the fifth anniversary of the date the Convertible Preferred Stock is initially issued. Standstill Restrictions The Purchaser and its affiliates are subject to certain customary standstill provisions that restrict them from, among other actions, acquiring additional securities of the Company if such acquisition would result in the Purchaser beneficially owning in excess of 25% of the outstanding shares of common stock of the Company until the later of the third anniversary of the date the Convertible Preferred Stock is initially issued and the date on which the Purchaser no longer has record or beneficial ownership of common stock and Convertible Preferred Stock that constitute at least 10 % of the outstanding common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Adopted and Recently Issued Accounting Pronouncements | Adopted and Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. The new standard will be effective December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We are currently assessing the impact of adopting this standard on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The new standard will be effective December 15, 2020, including interim periods within those fiscal years In August 2018, the FASB issued ASU No. 2018-15 , Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. In January 2017, the FASB issued ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments reporting date using a current expected credit loss model, which is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company’s financial instruments within the scope of this guidance primarily includes accounts receivable and contract assets. We adopted ASU 2016-13 as of April 1, 2020 under the modified retrospective approach. As a result, comparative information has not been restated and continues to be reported under accounting standards applicable for those periods. The adoption of ASU 2016-13 did not have a material impact on our condensed consolidated financial statements. |
Intangible Assets and Softwar_2
Intangible Assets and Software Development Costs (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The following table summarizes our intangible assets and software development costs: December 31 and March 31, 2020 Gross Net carrying Accumulated Accumulated carrying (In thousands) amount amortization Impairment amount Amortized intangible assets: Customer relationships $ 10,775 $ (10,775 ) $ — $ — Non-competition agreements 2,700 (2,700 ) — — Developed technology 10,398 (10,398 ) — — Trade names 230 (230 ) — — Patented technology 80 (80 ) — — 24,183 (24,183 ) — — Trade names 8,400 N/A — 8,400 Total intangible assets $ 32,583 $ (24,183 ) $ — $ 8,400 (In thousands) Software development costs $ 67,541 $ (45,535 ) $ (22,006 ) $ — |
Additional Balance Sheet Info_2
Additional Balance Sheet Information (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Additional information related to the Condensed Consolidated Balance Sheets | Additional information related to the condensed consolidated balance sheets is as follows: (In thousands) December 31, 2020 March 31, 2020 Accrued liabilities: Salaries, wages, and related benefits $ 5,053 $ 6,945 Payroll taxes deferred under CARES Act 911 — Other taxes payable 2,084 1,649 Accrued legal settlements 50 — Severance liabilities 329 32 Professional fees 55 50 Other 371 357 Total $ 8,853 $ 9,033 Other non-current liabilities: Uncertain tax positions $ 1,123 $ 1,103 Asset retirement obligations 170 170 Payroll taxes deferred under CARES Act 911 — Employee benefit obligations 1,466 511 Other 70 76 Total $ 3,740 $ 1,860 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow information | A dditional information related to the condensed consolidated statements of cash flows is as follows: Nine Months Ended December 31, (In thousands) 2020 2019 Cash (receipts) for interest, net $ (63 ) $ (259 ) Cash payments for income taxes, net 195 252 Cash payments for operating leases 4,039 3,560 Cash payments for finance leases 21 27 Accrued capital expenditures 64 48 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Effective tax rates from continuing operations | The following table compares our income tax expense and effective tax rates for the three and nine months ended December 31, 2020 and 2019: Three Months Ended December 31, Nine Months Ended December 31, (Dollars in thousands) 2020 2019 2020 2019 Income tax expense $ 182 $ 95 $ 311 $ 161 Effective tax rate (9.6 )% (3.8 )% 8.7 % (2.3 )% |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of amounts used in computing income (loss) per share and the effect on earnings and the weighted average number of shares of dilutive potential common shares | The following data shows the amounts used in computing income (loss) per share and the effect on earnings and the weighted average number of shares of dilutive potential common shares. Three Months Ended December 31, Nine Months Ended December 31, (In thousands, except per share data) 2020 2019 2020 2019 Numerator: Net income (loss) $ (2,070 ) $ (2,582 ) $ 3,280 $ (7,075 ) Series A convertible preferred stock issuance costs — — (1,031 ) — Series A convertible preferred stock dividends (459 ) — (1,117 ) — Net income (loss) attributable to common shareholders $ (2,529 ) $ (2,582 ) $ 1,132 $ (7,075 ) Denominator: Weighted average shares outstanding - basic 23,429 23,240 23,419 23,230 Dilutive SSARs — — 377 — Dilutive unvested restricted shares — — 107 — Weighted average shares outstanding - diluted 23,429 23,240 23,903 23,230 Income (loss) per share - basic: $ (0.11 ) $ (0.11 ) $ 0.05 $ (0.30 ) Income (loss) per share - diluted: $ (0.11 ) $ (0.11 ) $ 0.05 $ (0.30 ) Anti-dilutive stock options, SSARs, restricted shares, performance shares and preferred shares 3,389 1,469 2,692 1,414 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Share Based Compensation [Abstract] | |
Summary of share-based compensation expense for options | The following table summarizes the share-based compensation expense for SSARs, restricted and performance grants included in the condensed consolidated statements of operations: Three Months Ended December 31, Nine Months Ended December 31, (In thousands) 2020 2019 2020 2019 Product development $ 3,362 $ 639 $ 3,773 $ 1,579 Sales and marketing 666 104 735 217 General and administrative 2,602 586 4,804 1,360 Total share-based compensation expense $ 6,630 $ 1,329 $ 9,312 $ 3,156 |
Activity related SSARs award | The following table summarizes the activity during the nine months ended December 31, 2020 for SSARs awarded under the 2020 and 2016 Plans: Number of Rights Weighted-Average Exercise Price Remaining Contractual Term Aggregate Intrinsic Value (per right) (in years) Outstanding at April 1, 2020 1,644,888 $ 21.07 Granted 2,234,858 20.02 Exercised (80,255 ) 11.93 Forfeited (68,201 ) 19.79 Expired (2,118 ) 14.22 Outstanding at December 31, 2020 3,729,172 $ 20.66 5.5 $ 66,069 Exercisable at December 31, 2020 995,713 $ 14.73 3.5 $ 23,544 Vested and expected to vest at December 31, 2020 3,729,172 $ 20.66 5.5 $ 66,069 |
Activity related to restricted shares awarded by the Company | The following table summarizes the activity during the nine months ended December 31, 2020 for restricted shares awarded under the 2020 and 2016 Plans: Number of Shares Weighted-Average Grant-Date Fair Value (per share) Outstanding at April 1, 2020 178,462 $ 19.89 Granted 56,527 39.63 Forfeited (30,980 ) 20.65 Outstanding at December 31, 2020 204,009 $ 25.24 |
Performance shares awarded | The following table summarizes the activity during the nine months ended December 31, 2020 for the performance shares awarded under the 2016 Plan: Number of Shares Outstanding at April 1, 2020 30,120 Granted — Vested (6,714 ) Forfeited (23,406 ) Outstanding at December 31, 2020 — |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 36,675 | $ 41,987 | $ 100,840 | $ 121,099 |
Revenue recognized | 9,100 | 8,600 | 38,100 | 34,600 |
Transfers to accounts receivable | 100 | 200 | 1,800 | 2,700 |
Capitalized contract cost, net | 3,000 | 3,300 | 3,000 | 3,300 |
Capitalized Contract Cost, Amortization | 300 | 300 | 1,100 | 1,000 |
Sales Commissions and Fees | 700 | 1,300 | 2,000 | 3,500 |
Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | 7,599 | 12,126 | 19,396 | 34,868 |
Support, Maintenance, Subscription Services, And Professional Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenue | $ 29,100 | $ 81,400 | $ 29,900 | $ 86,200 |
Intangible Assets and Softwar_3
Intangible Assets and Software Development Costs - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 24,183 | |
Accumulated amortization | (24,183) | |
Accumulated Impairment | 0 | |
Net carrying amount | 0 | |
Total intangible assets, gross carrying amount | 32,583 | |
Total intangible assets, accumulated amortization | (24,183) | |
Total intangible assets, accumulated impairment | 0 | |
Intangible assets, net | 8,400 | $ 8,400 |
Finite lived software development costs gross | 67,541 | |
Finite lived software development costs accumulated amortization | (45,535) | |
Finite lived software development costs accumulated impairment | (22,006) | |
Finite lived software development costs net | 0 | |
Trade Names | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 230 | |
Accumulated amortization, excluding accumulated impairment | (230) | |
Accumulated impairment | 0 | |
Net carrying amount, excluding accumulated impairment | 0 | |
Gross carrying amount, excluding accumulated impairment | 8,400 | |
Accumulated amortization, excluding accumulated impairment | 0 | |
Accumulated impairment excluding goodwill | 0 | |
Carrying amount, excluding accumulated impairment | 8,400 | |
Customer Relationships | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 10,775 | |
Accumulated amortization, excluding accumulated impairment | (10,775) | |
Accumulated impairment | 0 | |
Net carrying amount, excluding accumulated impairment | 0 | |
Noncompete Agreements | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 2,700 | |
Accumulated amortization, excluding accumulated impairment | (2,700) | |
Accumulated impairment | 0 | |
Net carrying amount, excluding accumulated impairment | 0 | |
Developed Technology Rights | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 10,398 | |
Accumulated amortization, excluding accumulated impairment | (10,398) | |
Accumulated impairment | 0 | |
Net carrying amount, excluding accumulated impairment | 0 | |
Patented Technology | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount, excluding accumulated impairment | 80 | |
Accumulated amortization, excluding accumulated impairment | (80) | |
Accumulated impairment | 0 | |
Net carrying amount, excluding accumulated impairment | $ 0 |
Intangible Assets and Softwar_4
Intangible Assets and Software Development Costs (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Non-cash impairment charge | $ 22,000 | ||
Amortization of developed technology | $ 3,100 | $ 9,432 |
Additional Balance Sheet Info_3
Additional Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Current liabilities: | ||
Salaries, wages, and related benefits | $ 5,053 | $ 6,945 |
Payroll taxes deferred under CARES Act | 911 | |
Other taxes payable | 2,084 | 1,649 |
Accrued legal settlements | 50 | |
Severance liabilities | 329 | 32 |
Professional fees | 55 | 50 |
Other | 371 | 357 |
Total | 8,853 | 9,033 |
Liabilities Noncurrent: | ||
Uncertain tax positions | 1,123 | 1,103 |
Asset retirement obligations | 170 | 170 |
Payroll taxes deferred under CARES Act | 911 | |
Employee benefit obligations | 1,466 | 511 |
Other | 70 | 76 |
Total | $ 3,740 | $ 1,860 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash (receipts) for interest, net | $ (63) | $ (259) |
Cash payments for income taxes, net | 195 | 252 |
Cash payments for operating leases | 4,039 | 3,560 |
Cash payments for finance leases | 21 | 27 |
Accrued capital expenditures | $ 64 | $ 48 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 182 | $ 95 | $ 311 | $ 161 |
Effective tax rate | (9.60%) | (3.80%) | 8.70% | (2.30%) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - CARES Act [Member] | Mar. 27, 2020 |
Operating Loss Carryforwards [Line Items] | |
Tax Credit Carryforward, Description | The CARES Act provides, among other provisions, for the deferral of the employer-paid portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022 |
Percentage of deferral of employer-paid portion of social security taxes due in December 31, 2021 | 50.00% |
Percentage of deferral of employer-paid portion of social security taxes due in December 31, 2022 | 50.00% |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||
Net income (loss) | $ (2,070) | $ (2,582) | $ 3,280 | $ (7,075) |
Series A convertible preferred stock issuance costs | (1,031) | |||
Series A convertible preferred stock dividends | (459) | (1,117) | ||
Net (loss) income attributable to common shareholders | $ (2,529) | $ (2,582) | $ 1,132 | $ (7,075) |
Denominator: | ||||
Weighted average shares outstanding - basic | 23,429 | 23,240 | 23,419 | 23,230 |
Dilutive SSARs | 377 | |||
Dilutive unvested restricted shares | 107 | |||
Weighted average shares outstanding - diluted | 23,429 | 23,240 | 23,903 | 23,230 |
Net (loss) income per share - basic: | $ (0.11) | $ (0.11) | $ 0.05 | $ (0.30) |
Net (loss) income per share - diluted: | $ (0.11) | $ (0.11) | $ 0.05 | $ (0.30) |
Earnings Per Share, Diluted [Abstract] | ||||
Anti-dilutive stock options, SSARs, restricted shares, performance shares and preferred shares | 3,389 | 1,469 | 2,692 | 1,414 |
Income (Loss) Per Share (Deta_2
Income (Loss) Per Share (Details Textual) - shares | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Incremental common shares attributable to restricted shares (in shares) | 204,009 | 416,960 |
Share-based Compensation (Detai
Share-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Nov. 19, 2020 | Jun. 02, 2020 | Dec. 31, 2020 |
Stock Based Compensation (Textual) [Abstract] | |||
Closing Market price of Common shares | $ 39.65 | $ 20.02 | |
Restricted Stock [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Weighted-average vesting period | 1 year 3 months 18 days | ||
Unrecognized stock based compensation expense related to unvested restricted stock | $ 2.4 | ||
Two Thousand and Twenty Equity Incentive Plan [Member] | Performance Share [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Shares authorized under 2020 Equity incentive plan | 2,250,000 | ||
Two Thousand and Sixteen Stock Incentive Plan [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Shares available for grant | 3,118,864,000 | ||
Two Thousand and Sixteen Stock Incentive Plan [Member] | Performance Share [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Shares available for grant | 868,864 | ||
Service Condition | Stock Settled Stock Appreciation Rights (SSARS) [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Unrecognized stock based compensation expense related to unvested SSARs | $ 21.1 | ||
Weighted-average vesting period | 2 years 2 months 12 days | ||
Market Condition | Stock Settled Stock Appreciation Rights (SSARS) [Member] | |||
Stock Based Compensation (Textual) [Abstract] | |||
Unrecognized stock based compensation expense related to unvested SSARs | $ 21.9 | ||
Weighted-average vesting period | 1 year |
Share-based Compensation (Det_2
Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 6,630 | $ 1,329 | $ 9,312 | $ 3,156 |
Product development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Summary of share-based compensation expense for options | 3,362 | 639 | 3,773 | 1,579 |
Selling and marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Summary of share-based compensation expense for options | 666 | 104 | 735 | 217 |
General and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Summary of share-based compensation expense for options | $ 2,602 | $ 586 | $ 4,804 | $ 1,360 |
Share-based Compensation (Det_3
Share-based Compensation (Details 2) - Stock Settled Stock Appreciation Rights (SSARS) [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Rights, Outstanding at Beginning of Period | shares | 1,644,888 |
Number of Right, Granted | shares | 2,234,858 |
Number of Rights, Exercised | shares | (80,255) |
Number of Rights, Forfeited | shares | (68,201) |
Number of Rights, Expired | shares | (2,118) |
Number of Rights, Outstanding at End of Period | shares | 3,729,172 |
Number of Rights, Exercisable at End of Period | shares | 995,713 |
Number of Rights, Vested and expected to vest at June 30, 2020 | shares | 3,729,172 |
Weighted Average Exercise Price, Outstanding at Beginning of Period | $ / shares | $ 21.07 |
Weight Average Exericse Price, Granted | $ / shares | 20.02 |
Weighted Average Exercise Price, Exercised | $ / shares | 11.93 |
Weighted Average Exercise Price, Forfeited | $ / shares | 19.79 |
Weighted Average Exercise Price, Expired | $ / shares | 14.22 |
Weighted Average Exercise Price, Outstanding at End of Period | $ / shares | 20.66 |
Weighted Average Exercise Price, Exercisable at End of Period | $ / shares | 14.73 |
Weighted Average Exercise Price, Exercisable at End of Period | $ / shares | $ 20.66 |
Remaining Contractual Term, Outstanding at End of Period | 6 years 6 months |
Remaining Contractual Term, Exercisable at End of Period | 3 years 6 months |
Share Based Compensation Arrangement By Share Based Payment Award Vested And Expected To Vest Outstanding Remaining Contractual Term | 6 years 6 months |
Aggregate Intrinsic Value, Outstanding at End of Period | $ | $ 66,069 |
Aggregate Intrinsic Value, Exercisable at End of Period | $ | 23,544 |
Aggregate Intrinsic Value, Exercisable at End of Period, Vested and expacted | $ | $ 66,069 |
Share-based Compensation (Det_4
Share-based Compensation (Details 3) | 9 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Restricted Stock [Member] | |
Activity Related to Restricted Shares Awarded by the Company | |
Number of Shares Outstanding at Beginning of Period | 178,462 |
Granted, Number of Shares | 56,527 |
Forfeited, Number of Shares | (30,980) |
Number of Shares Outstanding at End of Period | 204,009 |
Weighted Average Grant-Date Fair Value, Outstanding at Beginning of Period | $ / shares | $ 19.89 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 39.63 |
Forfeited, Weighted Average Grant-Date Fair Value | $ / shares | 20.65 |
Weighted Average Grant-Date Fair Value, Outstanding at End of Period | $ / shares | $ 25.24 |
Performance Share [Member] | |
Activity Related to Restricted Shares Awarded by the Company | |
Number of Shares Outstanding at Beginning of Period | 30,120 |
Forfeited, Number of Shares | (23,406) |
Vested, Number of Options | (6,714) |
Preferred Stock - (Details Text
Preferred Stock - (Details Textual) $ / shares in Units, $ in Millions | May 22, 2020USD ($)shares | Dec. 31, 2020Day$ / shares |
Class Of Stock [Line Items] | ||
Trading days | Day | 20 | |
Consecutive trading days | Day | 30 | |
Minimum percentage of common stock price to conversion price | 150.00% | |
Debt Instrument, Convertible, Earliest Date | Nov. 22, 2023 | |
Preferred stock, dividend percentage | 5.25% | |
Dividends declaration and payment terms | The Holders are entitled to dividends on the Liquidation Preference at the rate of 5.25% per annum, payable semi-annually either (i) 50% in cash and 50% in kind as an increase in the then-current Liquidation Preference or (ii) 100% in cash, at the option of the Company. | |
Change of Control Event Description | Upon certain change of control events involving the Company, the Company has the right, and each Holder has the right, in each case, at the initiating party’s election, to require the Company to repurchase all or a portion of its then-outstanding shares of Convertible Preferred Stock for cash consideration equal to (i) 150% of the then-current Liquidation Preference for a change of control occurring prior to the third anniversary of the date the Convertible Preferred Stock is initially issued, (ii) 125% of the then-current Liquidation Preference for a change of control occurring on or following the third anniversary and prior to the fifth anniversary of the date the Convertible Preferred Stock is initially issued and (iii) 100% of the then-current Liquidation Preference for a change of control occurring on or following the fifth anniversary of the date the Convertible Preferred Stock is initially issued | |
Preferred stock convertible percentage of outstanding common stock | 10.00% | |
Percentage of owning in excess of outstanding share of common stock | 25.00% | |
Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Price per share | $ / shares | $ 20.1676 | |
Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Voting right description | The Holders will be entitled to one vote for each share of Convertible Preferred Stock upon all matters presented to the common shareholders of the Company | |
MAK Capital One, LLC [Member] | Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock issued | shares | 1,735,457 | |
Preferred stock issued, value | $ | $ 35 | |
Payments of stock issuance costs | $ | $ 1 |