8-K

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): November 16, 2023

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

(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 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. ☐

Item 7.01 Regulation FD Disclosure.

Agilysys, Inc. (“the Company”) may use a slide presentation, in whole or in part, from time to time in presentation to investors, analysts and others. A copy of the slide presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. A copy of the slide presentation is also available on the Company’s website at www.agilysys.com.

The information contained in this Item 7.01 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 into 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.

(c) Exhibits

The following item is furnished as an exhibit to this current report on Form 8-K:

Exhibit Number	Description
99.1	Agilysys, Inc. November 2023 investor presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

			AGILYSYS, INC.
Date:	November 16, 2023	By:	/s/ William David Wood III
			William David Wood III Chief Financial Officer (Principal Financial Officer)

EX-99.1

INVESTOR PRESENTATION Q2 FY2024

Forward-looking Statements & Non-GAAP Financial Information Forward-Looking Language This presentation 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 2024 fiscal year and statements we make regarding expected property management room 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 effect of the COVID-19 pandemic on our business and the success of any measures we have taken or may take in the future in response thereto; 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. 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.

Thank You For your partnership and your business Our Mission Helping Our Customers Improve Employee & Guest Experiences, With Dedication To Past, Present & Future Customer Investments In Our Products And Services.

Agilysys Defining Strategy Pillars 100% HOSPITALITY FOCUSED STATE OF THE ART CLOUD-NATIVE & ON-PREMISE OPTIONS CORE PRODUCT FOCUS & INNOVATION DRIVEN OBSESSIVELY CUSTOMER-CENTRIC END-TO-END COMPREHENSIVE SOLUTION OFFERINGS 1 2 3 4 5

100% Hospitality Focused - Why It Matters

Obsessively Customer-Centric - Why It Matters

Core Product Focus & Innovation Driven - Why It Matters

State Of The Art Cloud-native & On-premise Options - Why It Matters

End-To-End Comprehensive Solution Offerings - Why It Matters

Agilysys Hospitality Product Suite IN-VENUE RESERVATIONS IN-VENUEAMENITIES SURVEYS PAYMENTS PRE-ARRIVAL ANALYTICS &RE-ENGAGE TRIP BOOKING IN-VENUE DINING BACK OF HOUSEOPTIMIZATION TRIP PLANNING Food & Beverage Hospitality & Leisure Inventory &Procurement Document Management 3rd Party Solution Integration With Modern Restful APIs 

Solution Strategy Themes Extensible Experiences The same code engines inform multiple workflows so solutions can be repurposed for multiple uses.  Enables users to drive more revenue and us to extend how we monetize solutions within a market sector and across market sectors Staff2Guest Efficiency Solutions adapt from staff-facing to guest-facing.  Dual purpose mitigates staff shortage challenges and elevates technology investment impact Future-Forward Fluidity   Systems – and Agilysys services teams -- are designed to accommodate change without heavy IT impact.  Choice is user-driven, from payments, to form factors, to guest and staff experiences.

Agilysys Global Presence  Principal Location Country with Installation Reseller Santa Barbara, CA Seattle, WA Las Vegas, NV Alpharetta, GA Windsor, UK Hong Kong Manila, Philippines Singapore Kuala Lumpur, Malaysia Chennai, India Shenzhen, China Australia Toronto, ON Publicly Traded - NASDAQ: AGYS Corporate Headquarters Alpharetta, Georgia North America Offices Las Vegas, Nevada Santa Barbara, California Bellevue, Washington Toronto, Ontario EMEA Office United Kingdom Dubai, UAE APAC Offices Hong Kong Malaysia Philippines Singapore China Australia Demonstration Centers Las Vegas, Nevada India Development Center Chennai, India Dubai, UAE

Global Customers Managed Foodservice Gaming Hotels, Resorts & Cruise International

*Exit rate ARR quarter ended September 30, 2023. Total Addressable Market SA $0.35B 7% APAC $1.36B 28% NA $1.72B 37% EMEA $1.36B 28% PMS $1.61B 34% POS $3.18B 66% Agilysys ARR ~ $137M*

Agilysys Revenue Overview *Data is as of the trailing twelve months ended September 30, 2023. Subscription Revenue as a % of Recurring Revenue* Subscription Revenue YOY Growth Rate Total Revenue YOY Growth* Recurring Revenue as a % of Total Revenue* 20% 59% 52% 27%

We Provide Industry Leading Hospitality Solutions Lodging Solutions Food and Beverage Solutions 59% of Revenue 20% of Revenue 6% of Revenue INVENTORY & PROCUREMENT 6% of Revenue DOCUMENT MANAGEMENT PROPERTY MANAGEMENT Note: Revenue contribution figures represent percentage for the trailing twelve months ended September 30, 2023 and include an allocation of total revenue (excluding services) amounts to our 4 core product groupings and payment software related revenue. POINT-OF-SALE Region 93% of Revenue North America 7% of Revenue APAC Plus EMEA Allocation of Revenue 9% of Revenue Payment Revenue

Existing Customer Greenspace - Average Products FY Exit Rate

Property Management Room Growth Opportunity Approximately 300,000 rooms under PMS management today Should reach about 900,000 rooms under management in 3 to 4 years with combined current growth momentum in PMS and Marriott rooms Expected to add a majority of the Marriott U.S. and Canada Luxury, Premium and Select Services rooms (min. 450,000)

FY24 Annual Guidance – *Raised guidance in October Revenue EBITDA Subscription Revenue $230M TO $235M ANNUAL REVENUE FY21 = $137.2M FY22 = $162.6M FY23 = $198.1M 13% ADJUSTED EBITDA AS % OF REVENUE 25% YEAR OVER YEAR GROWTH FY21 = 19.5% FY22 = 16.8% FY23 = 15.3% FY21 = 15.5% FY22 = 28.0% FY23 = 27.5% Revenue EBITDA Subscription Revenue $235M TO $238M ANNUAL REVENUE FY21 = $137.2M FY22 = $162.6M FY23 = $198.1M 14% ADJUSTED EBITDA AS % OF REVENUE 28% YEAR OVER YEAR GROWTH FY21 = 19.5% FY22 = 16.8% FY23 = 15.3% FY21 = 15.5% FY22 = 28.0% FY23 = 27.5% Original FY23 Guidance Original FY23 Guidance Original FY23 Guidance

FINANCIAL OVERVIEW

Share Price (11/10/23) $86.79 Diluted Shares Outstanding 26.1M Diluted Market Capitalization $2,269.4M Cash (as of 9/30/23) $107.4M Debt (as of 9/30/23) $28.8M Enterprise Value $2,190.8M Revenue $217.5M Gross Profit $131.1M Adjusted EBITDA^ $30.5M Earnings per Share $0.47 EV/Revenue 10.1x EV/Gross Profit 16.7x Recurring Revenue* As % of Total Revenue 59% Subscription Revenue* As % of Recurring Revenue 52% Services Revenue* As % of Total Revenue 19% Subscription Revenue Growth Y/Y* 27% New Customer Count* 70 Financial Metrics and Valuation* Business Metrics (as of 9/30/23) Evolving Business, Evolving P&L ^Non-GAAP measure, see reconciliation on slide 30. *Trailing twelve months ended September 30, 2023.

Strong Balance Sheet Consolidated Balance Sheet (in thousands) September 30, 2023 March 31, 2023 Cash, Cash Equivalents and Marketable Securities^ $107,413 $112,842 Other Current Assets 45,998 41,816 Long-Term Assets 101,803 88,378 Total Assets $255,214 $243,036 Current Liabilities $72,707 $78,515 Other Liabilities 65,889 55,211 Total Liabilities 138,596 133,726 Shareholders’ Equity 116,618 109,310 Total Liabilities and Shareholders’ Equity $255,214 $243,036 ^Cash reduction through first 6 months of fiscal year 2024 related to capital expenditures for office relocations.

Revenue Growth ($M) FY24 FY20 FY21 FY22 AGYS FY23

Recurring Revenue ($M) FY24 FY20 FY21 FY22 FY23

Historical Financial Results $23.7M software impairment All numbers in thousands. ^ Non-GAAP measure, see reconciliation beginning on slide 30. *Trailing twelve months ended September 30, 2023.

APPENDIX

Agilysys Omnichannel POS Solution Payments Mobile App & APIs Marketing & Upsell Mobile / Web Analytics Kiosk Digital Menus/Ordering Dining Reservations Inventory & Procurement Point-of-Sale

Agilysys Lodging Ecosystem Staff Task Management & 2-Way Guest Communication: Activities: Check-In/Out: Payments: Online Booking: Sales & Catering: Point-of-Sale & Retail: Document Management: Business Analytics: Marketing & Upsell: Central Reservations:

Non-GAAP Reconciliation

Non-GAAP Reconciliation

Non-GAAP Reconciliation

Cash Flow

Jessica Hennessy Senior Director Corporate Strategy and Investor Relations (770) 810-6116 InvestorRelations@agilysys.com

XML

Document And Entity Information	Nov. 16, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 16, 2023
Entity Registrant Name	AGILYSYS, INC.
Entity Central Index Key	0000078749
Entity Emerging Growth Company	false
Securities Act 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
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