1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE T
2、RANSITION PERIOD FROM TO Commission File Number 000-5734AGILYSYS,INC.(Exact name of Registrant as specified in its Charter)Delaware34-0907152(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)3655 Brookside Parkway,Suite 300Alpharetta,Georgia30022(Address
3、of principal executive offices)(Zip Code)Registrants telephone number,including area code:(770)810-7800Securities registered pursuant to Section 12(b)of the Act:Title of each classTradingSymbol(s)Name of each exchange on which registeredCommon Stock,without par valueAGYSNasdaq Global Select MarketSe
4、curities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the Registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.YES NO Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.
5、YES NO Indicate by check mark whether the Registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the Registrant was required to file such reports),and(2)has been subject to s
6、uch filing requirements for the past 90 days.YES NO Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period
7、 that the Registrant was required to submit such files).YES NO Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated
8、filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large Accelerated filerAccelerated filerNon-Accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use
9、the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its inte
10、rnal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statemen
11、ts of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
12、 executive ocers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the Registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).YES NO The aggregate market value of Common Shares held by non-affiliates as of September 30,2023,was$1,177,534
13、,999.The number of shares of Registrants Common Stock outstanding as of May 17,2024 was 27,454,213.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants definitive Proxy Statement to be used in connection with its 2024 Annual Meeting of Shareholders will be incorporated by reference into Pa
14、rt III of this Annual Report on Form 10-K.Such Proxy Statement,or an amendment to this Report,will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.2AGILYSYS,INC.Annual Report on Form 10-KYear Ended March 31,2024Table
15、of Contents Page PART I4 ITEM 1.Business4ITEM 1A.Risk Factors14ITEM 1B.Unresolved Staff Comments24ITEM 1C.Cybersecurity24ITEM 2.Properties25ITEM 3.Legal Proceedings25ITEM 4.Mine Safety Disclosures25ITEM 4A.Information About Our Executive Officers26 PART II27 ITEM 5.Market for Registrants Common Equi
16、ty,Related Shareholder Matters and Issuer Purchases of Equity Securities27ITEM 6.Reserved28ITEM 7.Managements Discussion and Analysis of Financial Condition and Results of Operations29ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk40ITEM 8.Financial Statements and Supplementary Da
17、ta41ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure68ITEM 9A.Controls and Procedures68ITEM 9B.Other Information68ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections69 PART III70 ITEM 10.Directors,Executive Officers and Corporate Gov
18、ernance70ITEM 11.Executive Compensation70ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters70ITEM 13.Certain Relationships and Related Transactions,and Director Independence70ITEM 14.Principal Accountant Fees and Services70 PART IV71 ITEM 15.Exhibi
19、ts and Financial Statement Schedules71 SIGNATURES 743Forward Looking InformationThis Annual Report and other publicly available documents,including the documents incorporated herein and therein by reference,contain,and our officers and representatives may from time to time make,“forward-looking stat
20、ements”within the meaning of the safe harbor provisions of the U.S.Private Securities Litigation Reform Act of 1995.These statements include,but are not limited to,statements related to our current expectations,the performance of our business,our financial results,our liquidity and capital resources
21、 and other non-historical statements.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.Forward-looking statements
22、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
23、 forward-looking statements relate to the future,they are subject to inherent uncertainties,risks and changes in circumstances that are difficult to predict,and in many cases,are outside of our control.Our actual results and financial condition may differ materially from those indicated in the forwa
24、rd-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,our ability to achieve operati
25、onal efficiencies and meet customer demand for products and services as well as the other risks identified in the risk factors set forth in Item 1A of this Annual Report.Any forward-looking statement made by us in this Annual Report is based only on information currently available to us and speaks o
26、nly as of the date on which it is made.We undertake no obligation to publicly update any forward-looking statement made in this Annual Report or any other forward-looking statement that may be made from time to time,whether written or oral,whether as a result of new information,future events,or othe
27、rwise.4Part IItem 1.Business.OverviewAgilysys has been a leader in hospitality software for more than 45 years,delivering innovative cloud-native SaaS and on-premise solutions for hotels,resorts and cruise lines,casinos,corporate foodservice management,restaurants,universities,stadiums,and healthcar
28、e.The Companys software solutions include point-of-sale(POS),property management(PMS),inventory and procurement,payments,and related applications that manage and enhance the entire guest journey.Agilysys also is known for its world-class customer-centric service.Many of the top hospitality companies
29、 around the world use Agilysys solutions to improve guest loyalty,drive revenue growth,and increase operational efficiencies.Agilysys operates across North America,Europe,the Middle East,Asia-Pacific,and India,with headquarters in Alpharetta,GA.The Company has just one reportable segment serving the
30、 global hospitality industry.Our principal executive offices are located at 3655 Brookside Parkway,Suite 300,Alpharetta,Georgia,30022.Reference herein to any particular year or quarter refers to periods within our fiscal year ended March 31.For example,fiscal 2024 refers to the fiscal year ended Mar
31、ch 31,2024.History and Significant EventsOrganized in 1963 as Pioneer-Standard Electronics,Inc.,an Ohio corporation,we began operations as a distributor of electronic components and,later,enterprise computer solutions.Exiting the former business in fiscal 2003 with the sale of our Industrial Electro
32、nic Division,we used the proceeds to reduce debt and fund growth of our enterprise solutions business.This included acquiring businesses focused on higher-margin and more specialized solutions for the hospitality and retail industries.At the same time,we changed our name to Agilysys,Inc.In fiscal 20
33、04,we acquired Inter-American Data,Inc.,which allowed us to become the leading developer and provider of technology solutions for hotel property management and inventory management in the casino and resort industries.In fiscal 2007,we exited the enterprise computer distribution business.We used the
34、proceeds from that sale to return cash to shareholders and fund a number of acquisitions that broadened our solutions and capabilities portfolios.We acquired InfoGenesis,Inc.,Visual One Systems Corp.and Eatec Corporation in fiscal 2008,significantly expanding our specialized offerings to the hospita
35、lity industry through enterprise-class POS,PMS and inventory and procurement software solutions tailored for a variety of applications in cruise,golf,spa,gaming,lodging,resort and catering.These offerings feature highly intuitive,secure and robust solutions,easily scalable across multiple department
36、s or property locations.In fiscal 2012,we sold our IT solutions business and restructured our business model to focus on higher-margin,profitable growth opportunities in the hospitality and retail sectors.We also reduced our real-estate footprint and lowered overhead costs by relocating corporate se
37、rvices from Solon,Ohio to Alpharetta,Georgia,thus moving our senior management team closer to our remaining operating units.In fiscal 2014,we sold our retail solutions and services business to Kyrus Solutions,Inc.(Kyrus),an affiliate of Clearlake Capital Group,L.P.Following completion of the transac
38、tion,our business focused exclusively on hospitality solutions and the growth opportunities in the hospitality market.In fiscal 2018,we opened a software development center in Chennai,India,to supplement our product development efforts.We converted to a Delaware corporation in February 2022.Today,we
39、 are focused on providing state-of-the-art,end-to-end solutions that enhance guest and staff experiences and allow our customers to promote their brands.We help our customers win the guest recruitment battle and,in turn,grow revenue,reduce costs and increase efficiency.This is accomplished by develo
40、ping and deploying innovative solutions that increase data speed and accuracy,integrate with other enterprise systems and create a common infrastructure for managing guest data thereby enabling more effective management,intelligent upselling,reduced shrinkage,improved brand recognition and better co
41、ntrol of the guest relationship.5Our strategy is to increase the proportion of revenue we derive from subscription services,cloud applications,ongoing support and maintenance agreements,and professional services.Products,Support and Professional ServicesWe are a leading developer and marketer of sof
42、tware-enabled solutions and services to the hospitality industry,including software solutions fully integrated with third party hardware and operating systems;subscription and maintenance;and professional services.Areas of specialization are point of sale,property management,and a broad range of sol
43、utions that support the ecosystem of these core solutions.We present revenue and costs of goods sold in three categories:ProductsSubscription and maintenanceProfessional servicesTotal revenue for these three specific areas is as follows:Year ended March 31,(In thousands)202420232022Products$49,083$4
44、3,638$35,956Subscription and maintenance138,069118,28598,958Professional services50,31236,14227,722Total$237,464$198,065$162,636Products:Products revenue is comprised of revenue from the sale of software along with third party hardware and operating systems.Software sales include up front revenue fo
45、r licensing our solutions on a perpetual basis.Software sales are driven by our solutions ability to help customers meet the demands of their guests and improve operating efficiencies.Our software revenue is also driven by the ability of our customers to configure our solutions for their specific ne
46、eds and the robust catalog of integrations we offer to third party solutions.Our software solutions require varying form factors of third party hardware and operating systems to operate,such as staff facing terminals,kiosk solutions,mobile tablets or servers.Third party hardware and operating system
47、 revenue is typically driven by new customer wins and existing customer hardware refresh purchases.Subscription and Maintenance:Software subscription and maintenance services are a significant portion of our consolidated revenue and typically generate higher profit margins than products revenue.Grow
48、th has been driven by a strategic focus on developing and promoting end-to-end solutions while market demand for innovative new products addressing specific hospitality needs continues to reinforce this trend.Our commitment to exceptional service has enabled us to become a trusted partner with custo
49、mers who wish to optimize the level of service they provide to their guests and maximize commerce opportunities both on premise and in the cloud.Professional Services:We have industry-leading expertise in designing,implementing,integrating and installing customized solutions into both traditional an
50、d newly created platforms.For existing enterprises,we seamlessly integrate new systems and for start-ups and fast-growing customers,we become a partner that can manage large-scale rollouts and tight construction schedules.Our extensive experience ranges from staging equipment to phased rollouts as w
51、ell as training staff to provide operational expertise to help achieve maximum effectiveness and efficiencies in a manner that saves our customers time and money.Our portfolio of hospitality software solutions:The hospitality industry has long been focused on operating end-to-end businesses,but the
52、technology vendors that service the industry have been focused on product-centric solutions that make use of a high number of software modules and operating silos.To resolve this disconnect and more effectively align with the business operations of our customers,we have evolved our approach to be fo
53、cused on delivering integrated“ecosystem cloud”solutions for Hospitality&Leisure,Food&Beverage and Inventory&Procurement functions through the Agilysys Hospitality Experience Cloud.The Company delivers modular and integrated software solutions and expertise to businesses seeking to maximize Return o
54、n Experience(ROE)through hospitality encounters that are both personal and profitable.Over time,customers achieve High Return Hospitality by consistently delighting guests,retaining staff and growing margins.The Agilysys Hospitality Experience Cloud offers solution ecosystems that combine core opera
55、tional systems for property management(PMS),point-of-sale(POS)and Inventory and Procurement(I&P)with Experience Enhancers that meaningfully improve interactions for guests and for employees across 6dimensions such as digital access,mobile convenience,self-service control,personal choice,payment opti
56、ons,service coverage and real-time insights to improve decisions.Core solutions and Experience Enhancers are selectively combined in Hospitality Solution Studios tailored to specific hospitality settings and business needs.Our integrated yet modular products allow hospitality operators to recruit an
57、d delight customers at their facilities,increase their wallet share from each guest,retain valuable staff and improve the overall experience throughout the entire guest journey from the initial customer touch point through post-visit interactions.With our omni-channel suite of software products,we a
58、re uniquely positioned to offer solutions that allow customers to offer contactless solutions at every point of the guest journey,and maximize operational efficiency all while providing an improved guest experience.Food&Beverage(F&B)Ecosystem Solutions:Agilysys Food&Beverage Ecosystem solutions allo
59、w customers to provide their guests with an omni-channel experience within their property.Guests are empowered to create their own experiences through ordering from a mobile device or walking up to a self-service kiosk,but also providing for a more traditional experience with staff by interacting wi
60、th a cashier or bar,or having a server come to them.Irrespective of the channel of interaction for the guest,our POS suite provides a single integrated enterprise-grade back-office management system with robust reporting capabilities.This allows our customers to manage menus,price changes,purchasing
61、 trends,inventory management and sales reporting from a single integrated source providing for increased efficiency as well as providing a richer guest profile.Agilysys InfoGenesis POS is a core F&B solution.An award-winning point of sale solution that combines a fast,intuitive and highly customizab
62、le terminal application with powerful,flexible reporting and configuration capabilities in the back office management portal.The system is easy to set up,and its scalable architecture enables customers to add workstations without having to build out expensive infrastructure.InfoGenesis supports a wi
63、de range of POS devices from traditional POS terminals to iPads,Android tablets and mobile phones,allowing customers to seamlessly deploy a mix of POS experiences based upon guest and server requirements.The systems detailed and high-quality reporting capabilities provide insight into sales data and
64、 guest purchasing trends.Engineered for all regions of the world,the InfoGenesis POS solution suite offers a multinational set of features,including language,currency and local fiscal reporting,coupled with a robust enterprise management capability enabling the largest global customers to efficientl
65、y run their businesses.With a foundation platform of modern integration APIs,the solution is also capable of integrating with a variety of ancillary applications allowing our customers to keep their entire technology estate.InfoGenesis POS is available as a cloud-based or on-premise solution.Agilysy
66、s IG Kiosk is a core F&B solution.An enterprise-class self-service,customer-facing kiosk point of sale solution for the hospitality industry.It is ideal for food&beverage venues such as buffets,grab n go,corporate cafeterias and food courts.Its flexibility supports a variety of operational workflows
67、,such as“order and pay”,“order only”,“pay at cashier”and“self-check-out,”and integrates with a variety of property management,casino management and loyalty systems.IG Kiosk is currently deployed at more than 270 customer sites across the country,including corporate cafeterias at a top five U.S.bank,
68、a top 40 U.S.law firm,one of the nations largest technology manufacturers,and at a national financial services firm.Agilysys IG Kiosks intuitive guest-facing order and pay experiences transfer the control and convenience to the end user.The self-service components reduce on-site labor needed to mana
69、ge venue operations,while improving guest throughput,check size,order accuracy,guest experience and satisfaction.The platform-driven and cloud-based solution allows for easy deployments and management at scale resulting in a lowered overall cost of ownership.7Food&Beverage Experience Enhancer Soluti
70、ons:Agilysys IG Flex is a mobility solution that offers full point of sale functionality on a Windows tablet in 6”,8”,or 10”form factors.It provides a sleek,modern alternative to traditional point of sale installations and can be used as a slim fixed terminal or as a convertible mobile POS simply by
71、 removing the tablet from its base.Agilysys IG KDS is a digital kitchen management solution that integrates with InfoGenesis,IG Buy Kiosk and IG OnDemand to deliver staff and customer-originated orders to the kitchen for preparation.Custom attributes such as guest phone number,name,guest location or
72、 packaging instructions can be provided on each incoming order so the order can be fulfilled promptly to guests.Guests can optionally be notified of order completion via an order status monitor(OSM)or via text message.Agilysys IG OnDemand provides a visual,interactive food and beverage ordering expe
73、rience to any mobile device phone,tablet,laptop with a browser-based self-service experience.Using a simple,intuitive interface,guests can easily order and reorder from anywhere across the property,driving order velocity and volume.It also can meet the need for a tableside order and pay experience.I
74、t supports ordering for multiple guests at a table over the course of a meal using their own devices making the ordering process touchless while freeing up staff to spend more time with guests.Agilysys IG OnDemand allows our customers to immediately offer an online ordering platform that is natively
75、 integrated with their physical location operations.Menus and price updates can be done in one place and automatically updated across all channels online web store,digital menus and app ordering as well as POS terminals.Orders placed online are routed automatically to the appropriate kitchen for pre
76、paration.Orders placed from all channels are automatically available on the POS terminal at the physical location.Agilysys IG Fly is a mobile handheld all-in-one POS solution that empowers staff to do it all on one device:table-side,pool-side,popup-side,wherever-side,keeping guests happy and servers
77、 hustling.It allows properties to boost guest spending with sleek handheld devices that facilitate order placement and payment acceptance without servers ever leaving guests.Servers are readily available to satisfy each guests immediate requests while providing faster service.Agilysys IG Quick Pay a
78、llows guests to use their own mobile device,scan a QR code on the InfoGenesis check,review a digital copy of the check,add a tip&initiate payment,maintaining a fully touchless guest payment experience.The product can be sold as a standalone payment solution or can be bundled with IG OnDemand for a c
79、omplete order and pay experience.Agilysys IG Smart Menu provides a touchless menu display on a guests own mobile device-phone,tablet,laptop.Simply scan a QR code to access a venue menu that is linked directly to the actual items available in the IG OnDemand system,not a pdf or a website link.The pro
80、duct can be sold as a standalone menu solution or can be bundled with IG OnDemand for a complete menu,order and pay experience.Agilysys IG Digital Menu Board provides large screen menu and image display on commercial television monitors.It will display a venue menu that is linked directly to the act
81、ual items available in the IG OnDemand system,not a pdf or a website link,so it can easily reflect the latest items and pricing.8IG PanOptic AI-powered self-checkout kiosk allows guests to place multiple food items on the kiosk tray all at one time where our AI service uses computer vision&AI to sca
82、n the items,recognize them and add them to the cart.Agilysys Pay payment processing solution is our innovative payment gateway.Agilysys Pay protects guests financial data and reduces risk by leveraging point-to-point encryption(P2PE)and tokenization with every credit card transaction.Agilysys Pay Co
83、mplete leverages one of the first payment gateways in the world to receive official PCI-P2PE validation,allowing us to offer PCI cost and scope reduction that other providers cannot.These security benefits are built on top of a full-featured,enterprise-grade gateway that offers broad support for U.S
84、.,Canadian,European and certain Asian countries credit card processors and a wide variety of payment device options for every use-case,including countertop,pay-at-table,EMV,mobile tablet,and signature capture scenarios.Agilysys Pay offers contactless payment options on all markets as well as support
85、ing various wallet payment options like Apple Pay,Google Pay,AliPay,and WeChat.Agilysys eCash offers guests the convenience of cashless tender.Create charge accounts for memberships,employees,students,comps or any other type of charge you define.A central database supports an efficient eCash transac
86、tion process for all your accounts.An array of fields and extra settings make managing eCash accounts seamless.A flexible easy to use solution to create and manage Gift Cards from adding balances to cards,to checking balances,and enabling guests to use them for purchases across outlets on the proper
87、ty.Agilysys Analyze is a cloud-based data analytic platform focused on the needs of the hospitality industry.It is a full business intelligence solution that collects data from Agilysys point of sale and property management solutions and helps food&beverage and property operators gain critical insig
88、ht into business operations and performance.Out-of-the-box analysis helps hospitality operators manage costs,minimize loss due to fraud,boost item sales,increase server productivity,occupancy,room revenue,and other profit enhancing capabilities.Hospitality&Leisure(H&L)Ecosystem Solutions:Agilysys of
89、fers the most comprehensive suite of hospitality&leisure applications to serve the needs of our integrated resort and hospitality customers.Our solutions enable our customers to provide a seamless experience to their guests while driving operational efficiencies throughout the value chain.Our H&L su
90、ite of applications consists of the core property management system(PMS),and experience enhancers including a commission-free booking engine,self-service check in and check out solutions,spa,golf,retail,sales&catering,service request optimization and residence management applications.Agilysys LMS is
91、 a core H&L solution.An on-premise or hosted,web and mobile-enabled,PMS solution targeting the operator with large,complex operations.It runs 24/7 to automate every aspect of hotel operations in properties from 100 to over 7,000 rooms,and has interfaces to a wide array of industry applications inclu
92、ding but not limited to all core casino management systems and leading global distribution systems.Its foundation expands to incorporate modules for activities scheduling,attraction ticketing and more.9Agilysys Versa PMS is a core H&L solution.It is installed in hotels and resorts ranging from 50-1,
93、500 rooms.It is a complete hospitality solution expanding beyond traditional PMS solutions enabling the resort to run its end-to-end operations,including front desk,housekeeping,maintenance,accounting,and condo owner management,with tight integration to Agilysys Sales&Catering,Spa,Golf,and Activitie
94、s.Versa provides an integrated solution with interfaces to leading global distribution systems,casino management systems,hospitality automation and our other products.Agilysys Stay PMS is a core H&L solution.It is the companys cloud-native SaaS property management system that optimizes operational e
95、fficiency,increases revenue and enhances guest service.Agilysys Stay is currently generally available for all hotels and chains,as well as for select service casino hotels.The guest-centric PMS leverages an open architecture with restful APIs to enable richly integrated applications delivered from A
96、gilysys,its partners and customers.Agilysys Stay offers powerful capabilities for multi-property operations,allowing managers to view guest profiles,history and reservations,as well as room availability and operational reports,seamlessly across multiple properties.Focused on improving revenue and st
97、reamlining operations,Agilysys Stay is designed to enable hotels to gather and analyze guest information across properties that can be used to create loyalty-generating offers and increase guest wallet share.In addition,running natively in a browser on both desktop and tablet devices,it delivers rea
98、l-time operating metrics so that hotels can more accurately forecast demand and scale guest services accordingly.Hospitality&Leisure(H&L)Experience Enhancer Solutions:Agilysys Book is a commission-free,easy-to-use reservation system thats designed to move guests effortlessly through the booking proc
99、ess of hotel rooms,spa appointments and golf tee times for a single guest itinerary.The solution allows booking of one or more rooms and is seamlessly connected with our core PMS solutions to provide a flawless experience for guests and hotel operators.Agilysys Book is the only booking engine in the
100、 market that seamlessly integrates with the core primary gaming system and allows for casino operators to enable their patrons to self-book their entitlements resulting in increased guest satisfaction and reduced operational expenses.The solution also allows operators to capture increased revenue th
101、rough add-ons and upsells of premium rooms.Agilysys Express Kiosk simplifies check-in and check-out,optimizes staff productivity and enhances the guest experience by enabling a seamless self-service option for guests to use in the hotel lobby at a kiosk.More properties are turning to kiosks to reduc
102、e overhead and offer more self-service options.With Agilysys Express-Kiosk,its easy to elevate service levels without adding front-line staff.Agilysys Express-Kiosk provides ID verification to allow for hotels to enforce security standards efficiently and to allow the guest to bypass the front desk
103、and observe social distancing guidelines.Agilysys Express Mobile simplifies check-in and check-out even further and at the same time allows operators to offer mobile keys,concurrent dining reservations or room upsells,all on a personal mobile device such as a smart phone or tablet.Properties are tur
104、ning to mobility at an ever-increasing pace to improve efficiency.With Agilysys Express-Mobile,its easy to reduce wait times and empower guests by putting the power of choice in the palm of their hand.Agilysys-Express Mobile allows for digital ID verification before securely delivering the digital r
105、oom key to the guest phone allowing operators to maintain security standards while allowing the guest to bypass the front desk.10Agilysys Spa software covers all aspects of running a spa,from scheduling guests for services to managing staff schedules.With this guest-centric technology,spas have more
106、 time to focus on creating personalized experiences in places of quiet tranquility.Agilysys Spa is a single solution that connects effortlessly to our other software solutions.The solution includes real-time integration,simplifies the appointment booking process,enhances the guest experience,and max
107、imizes the value of the spa as a revenue center.Integrated with our booking engine,Agilysys Book,customers can book both their hotel room and their spa appointments from a single place giving operators additional opportunities to upsell and cross sell various amenities that they can offer.Agilysys G
108、olf is a guest centric golf management software that offers golf property managers complete pro shop management with tee time scheduling,member profile/billing,tournament management and Web and e-mail access bundled into one solution.Customers are given the option of using our robust built in retail
109、 POS module or they may choose to leverage the power of InfoGenesis.Staff can easily schedule and personalize reservations for guests which then appear on itineraries,confirmations,and folios.Resort operations with multiple amenities can integrate with Agilysys Book and allow patrons to book both th
110、eir resort reservation and their golf tee time simultaneously.Agilysys Sales&Catering provides a cloud-native comprehensive sales&event management system that provides powerful tools for hotels,conference centers and resorts of all sizes.With a complete view of every group and event,as well as guest
111、s throughout their entire stay,the system fully exposes the value of each guest and group across meeting and shoulder dates.The result is improved event revenue opportunities and streamlined management enabling event planners and sales teams to more efficiently sell,manage and service their clients.
112、Agilysys Service is our integrated service optimization platform that allows our customers to provide an integrated hospitality experience for their guests while driving greater operational efficiency by connecting departments across the hotel front desk,house-keeping,concierge,maintenance,bell desk
113、,food runners,wait staff,etc.The Agilysys service platform provides a unified communication and messaging service for guest and staff interaction as well as internal staff interaction.Apart from providing the functionality for managing back of house operations like house-keeping,engineering and main
114、tenance,the Agilysys service platform proactively tracks events and exceptions that take place in the hotel or resort and drive targeted action to ensure high level of guest satisfaction at all times.Agilysys Authorize provides support for fully-automated and secure online payments for any room depo
115、sits,3rd party guarantees and folio charges-while eliminating the need for manual credit card authorization forms.Payment is seamlessly authorized and posted appropriately in real-time.Agilysys DataMagine document management solution is a U.S.-patented imaging module and archiving solution that allo
116、ws users to securely capture and retrieve documents and system-generated information.DataMagine integrates with other Agilysys products,adding functionality and providing seamless workflows that cross functional areas.DataMagine helps drive the Go Green initiative at a number of our customer sites b
117、y enabling a completely paperless experience through all facets of the customers operations from signature capture at the front desk to automated routing of POs and requisition orders for approvals.DataMagine provides robust indexing and archiving features to allows easy contextual based document re
118、trieval.11Agilysys Reserve solution is a guest-centric reservation and wait list management solution that helps operators to book any venue.The solution allows operators to manage restaurant,cabana and auditorium reservations.With an innovative doll house view approach,patrons have the ability to se
119、lect and book a specific seat in a restaurant or a specific cabana on a pool deck online.With built in price yielding capabilities,Agilysys Reserve allows operators to maximize revenue opportunities for various locations.Using the built-in guest management system,operators can build guest profiles a
120、nd provide a superior experience while driving repeat guests.Agilysys Digital Marketing provides a flexible hospitality marketing automation solution supporting guest email and SMS marketing communications through event and campaign-based rules.Marketers can segment guests by type or other criteria
121、and send context-related communications at time of reservation,check-in,check-out or by marketing campaign types.Digital email campaigns allow users an inexpensive way to stay connected to their guest throughout the guest journey.The result is increased return visits and improved revenue from target
122、ed offers based upon guest segment and journey stage.Agilysys Retail is our basic POS solution to support retail item sales in spas,gift shops or pro-shops that dont need a full enterprise POS system.Easily setup and track inventory,sell items as part of other services,and consolidate it all on the
123、guest folio.Agilysys Central Reservations provides a single sign-on across multiple customer properties that allows staff to view guest profiles,trips,room availability across properties,make/modify/transfer reservations,scan property offers and rates,and more.The result is improved central reservat
124、ions efficiency,increased revenue from cross-property sales and upsells,and superior guest service.Agilysys Loyalty&Promotions provides a comprehensive loyalty and promotions management solution to help operators track guest preferences and craft a wide variety of programs and offers.Engage Loyalty
125、supports point earning and redemption at every guest interaction and provides a guest portal for self-service account management.The result is increased guest wallet-share through repeat visits by leveraging guest preferences for targeted promotions and offers.Agilysys Membership helps customers con
126、trol membership programs by defining the membership types required.Whether customers manage memberships for individuals,families,groups,corporate accounts or all of these,they define the parameters for each.The membership Portal allows easy online registrations for new guests and gives guests the ab
127、ility to check their balances and redeem points via gift cards,eCash,loyalty,and more.Agilysys Residence Management is a comprehensive residence solution,including detailed reports that analyze residence profitability as well as the various expenses appropriated to a specific unit.Manage revenue all
128、ocations and splits,including expenses allocated between individual owners,the association and the property by leveraging an integrated and powerful set of Residence Management tools.12Agilysys Guest App is a downloadable customer-branded mobile guest engagement that app that provides a frictionless
129、 guest experience from booking to check-out.It combines a selection of Agilysys mobile applications in a single convenient app,including Agilysys Book for room,golf and spa reservations;Agilysys Express Mobile for mobile check in/out and digital room keys;and an administrative portal that provides a
130、 full content management system for complete control of branding,options,property images and more.It is available for iOS and Android mobile devices.Inventory&Procurement Ecosystem Solutions:Agilysys Eatec solution provides core purchasing,inventory,recipe,forecasting,production and sales analysis f
131、unctions and is unique in offering catering,restaurant,buffet management and nutrition modules in a single web-enabled solution.Agilysys Eatec Mobile is an optional app that can be downloaded from Google Play and Apple app stores and provides users with access to Eatec application from any Android a
132、nd iOS device.Users can provide inventory receiving and transfer operations seamlessly from any mobile device even when they are offline using Eatecs innovative store and forward capabilities.Agilysys Stratton Warren System(SWS)integrates with all leading financial and POS software products.The soft
133、ware manages the entire procurement process via e-commerce,from business development to the management of enterprise-wide backend systems and daily operations.Agilysys SWS Direct is an add-on module for SWS that provides a convenient,efficient and intuitive shopping cart experience to SWS users.SWS
134、Direct streamlines operations,provides enhanced bidding and request for pricing services,and offers supplier registration tools and self-service maintenance capabilities.Representative Agilysys clients include:7 Cedars CasinoDrury HotelsPrairie Band Casino&ResortAVI Foodsystems,Inc.Ellis Island Hote
135、l,Casino and BreweryResorts World BiminiBanner HealthGolden Nugget Lake CharlesRosen Hotels&ResortsBoyd Gaming CorporationGrand Sierra Resort and CasinoRosewood Castiglion Del BoscoCaesars EntertainmentHialeah ParkRoyal Caribbean GroupCal Dining at UC BerkeleyHilton WorldwideSpooky Nook SportsCamelb
136、ack Lodge&WaterparkInspire Resort KoreaStation CasinosCarnival UKIntercontinental Hotel GroupThe Kessler CollectionCartoon Network HotelKimpton HotelsThe Sea Pines ResortCasino del Sol ResortLongwood UniversityThe Venetian Resort Hotel CasinoCatholic CharitiesMarina Bay Sands SingaporeTreehouse Lond
137、onChukchansi Gold Resort&CasinoMarriott InternationalUT Southwestern Medical CenterCompass Group North AmericaMaryland Live!CasinoVail ResortsComanche Nation of OklahomaMGMValley View Casino&HotelThe Cosmopolitan of Las VegasOxford CasinoWendover ResortsDickies ArenaPinehurst ResortIndustry and Mark
138、etsWe are a technology software solutions company exclusively focused on the hospitality industry.Our products have been enabling mission-critical core hospitality operations for more than four decades.Our software solutions are required to run the operations of the hospitality business and designed
139、 to drive substantial customer benefits through increased revenue,improved operational efficiency,enhanced guest experience and improved employee morale.In addition,many of our solutions enable social distancing capabilities for our customers.Our innovative software solutions described above have be
140、en purpose-built to serve the unique needs of the following hospitality verticals:casinos,hotels,resorts,cruise ships,managed foodservice providers,sports and entertainment,and healthcare.We operate across North America,Europe,the Middle East,Asia-Pacific and India with headquarters located in Alpha
141、retta,GA.13We estimate our total addressable market to be approximately$5 billion in annual recurring revenue opportunity.While the size of the opportunity might face pressure in an economic downturn,we feel it remains in the billions of dollars while our business represents only a fraction of that
142、size.We believe we are well positioned to win market share given our relative competitive strength in the industry.CustomersOur customers include large,medium-sized and boutique hospitality providers,both owned and franchised,as well as divisions or departments of large corporations in the hospitali
143、ty industry.We concentrate on serving the needs of customers in a range of customer-focused settings where brand differentiation is important and guest recruitment is intense.Our customer base is highly fragmented.Human CapitalAs of March 31,2024,we employed approximately 1,900 employees,with approx
144、imately 70%,26%,2%,and 1%of our employees located in India,North America,Asia-Pacific,and EMEA,respectively.We consider our relationship with our employees to be good and a critical factor in our success.Our senior management team is responsible for developing and executing our human capital strateg
145、y.Agilysys key human capital management objectives are to attract,retain and develop talent to deliver on our strategy.Accordingly,we seek employees who share a passion for technology and its ability to improve our customers businesses in hospitality in accordance with our mission statement:helping
146、our customers improve employee and guest experiences,with dedication to past,present and future customer investments in our products and services.We believe that our culture is essential to maintaining high quality services and solutions.Our culture impacts the quality of the employees we hire,the w
147、ay we develop and maintain solutions,and the way we communicate and interact with our customers and each other.Our culture is the cornerstone representing our values,our behaviors,our way of working and how we approach our business.To reinforce our culture,we operate according to the Agilysys Code o
148、f Business Conduct,available on our website http:/,which mandates full compliance with applicable laws and regulations and helps to preserve the integrity of our Company.We believe we offer fair,competitive compensation and benefits that support our employees overall well-being and foster their grow
149、th and development.We offer our employees pay and benefits packages that we believe are competitive with others throughout our industry,as well as within the local markets in which we operate,and align individual performance with our success.For example,we recently launched an employee stock purchas
150、e plan to allow employees to share in the success of the company.Our employee town halls,conducted several times annually,play a vital role in fostering transparency,engagement,alignment,and a sense of community.These town halls provide a platform to recognize and celebrate employee achievements,mil
151、estones,and contributions,and provide an opportunity for employees to ask questions of leadership.As recognition for our commitment to our employees,we were awarded a LinkedIn Top Company 2024 Award for midsize employers.We are committed to providing our employees with an environment free of discrim
152、ination,harassment and workplace violence.We make all benefit and employment-related decisions in compliance with equal employment opportunity statutes and without regard to religion,national origin,age,gender,race,color,ancestry,sexual orientation,disability,marital status,citizenship,pregnancy,med
153、ical condition or any other protected class status,as defined by local,state or federal laws.All employees,directors,independent contractors,and other parties who work with Agilysys are expected to create a working environment where everyone is respected,regardless of individual differences.We belie
154、ve that each of our employees individual character,virtues,and individual experiences will leverage our ability to attract and retain quality employees,customers,and suppliers.SeasonalityOccasionally,the timing of large one-time orders,such as those associated with significant remarketed product sal
155、es around large customer refresh cycles or significant volume rollouts,creates variability in our quarterly results.Intellectual Property14We rely on a combination of patent,trade secret,copyright,and trademark laws,a variety of contractual arrangements,such as license agreements,assignment agreemen
156、ts,confidentiality and non-disclosure agreements,and confidentiality procedures and technical measures to gain rights to and protect the intellectual property used in our business.We do not believe that our business is dependent on any single item of intellectual property,or that any single item of
157、intellectual property is material to the operation of our business.However,since we consider trademarks to be a valuable asset of our business,we have an ongoing trademark and service mark registration program pursuant to which we register our brand names and product names,taglines,and logos in the
158、United States and other countries to the extent we determine registration to be appropriate and cost effective.We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost effective.Despite our efforts to protect our intellectual property r
159、ights,they may not be respected in the future or may be invalidated,circumvented,or challenged.See the sections titled“Risk Factors,”including the section titled“Risk Factors We may not be able to enforce or protect our intellectual property rights”for a description of the risks related to our intel
160、lectual property.CompetitionOur solutions face a highly competitive market.Competition exists with respect to developing and maintaining relationships with customers,pricing for products and solutions,and customer support and service.We compete with other full-service providers who sell and deliver
161、bundled POS and PMS solutions comprised of software,hardware,subscription,maintenance,and professional services.These companies,some of which are much larger than we are,include Oracle Corp.,Shiji,Amadeus IT Group and Infor.We also compete with smaller software companies who provide either POS or PM
162、S solutions like Maestro.In addition,we compete with PMS systems that are designed and maintained in-house by large hotel chains.Environmental MattersWe believe we are compliant in all material respects with all applicable environmental laws.Presently,we do not anticipate that such compliance will h
163、ave a material effect on capital expenditures,earnings or competitive position with respect to any of our operations.For information about governmental regulations applicable to our business,refer to Item 1A Risk Factors included elsewhere in this Annual Report.Access to InformationOur annual report
164、s on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and any amendments to these reports are available free of charge through our corporate website,http:/,as soon as reasonably practicable after such material is electronically filed with,or furnished to,the Securities and Exchan
165、ge Commission(SEC).Copies are also available without charge by a written request to Agilysys,Inc.,Attention:Investor Relations,3655 Brookside Parkway,Suite 300,Alpharetta,Georgia 30022 or by requesting copies through our website,under“Investor Relations.”The information posted on our website is not
166、incorporated into this Annual Report.Reports,proxy and information statements,and other information regarding issuers that file electronically,are maintained on the SEC website,http:/www.sec.gov.Item 1A.Risk Factors.Risks Relating to Our BusinessMarkets,Competition,and OperationsOur business is impa
167、cted by changes in macroeconomic and global conditions.Because we conduct our business internationally,changes in global,national,or regional economies,governmental policies(including in areas such as trade,travel,immigration,healthcare,and related issues),political unrest,armed conflicts,natural di
168、sasters,or disease outbreaks may impact our business.Any general weakening of,and related declining corporate confidence in,the global economy or the curtailment in corporate spending could cause current or potential customers to reduce or eliminate their information technology budgets and spending,
169、which could cause customers to delay,decrease or cancel purchases of our products and services;cause customers not to pay us;or to delay payment for previously purchased products and services.Our business is negatively impacted by decreases in travel and leisure activities resulting from weak econom
170、ic conditions,increases in energy prices and changes in currency values,political instability,heightened travel security measures,travel advisories,disruptions in air travel,and concerns over disease,violence,war,or terrorism.Our business,markets,growth prospects and business model could be material
171、ly impacted or altered as a result of adverse changes in travel and leisure activities due to a pandemic or other wide-ranging and sustained events.15Similarly,increases in energy prices can result in higher ingredient and food costs for our customers with restaurant operations,which may adversely a
172、ffect demand for our customers restaurant businesses,and in turn,our business,financial results and liquidity.Our future success will depend on our ability to develop new solutions,product upgrades and services that achieve market acceptance.Our business is characterized by rapid and continual chang
173、es in technology and evolving industry standards.We believe that in order to remain competitive in the future we need to continue to develop new products,product upgrades and services,requiring the investment of significant financial resources.If we fail to accurately anticipate our customers needs
174、and technological trends,or are otherwise unable to complete the development of a product or product upgrade on a timely basis,we will be unable to introduce new products or product upgrades into the market that are demanded by our customers and prospective customers on a timely basis,if at all,and
175、our business and operating results would be materially and adversely affected.The development process for most new products and product upgrades is complicated,involves a significant commitment of time and resources and is subject to a number of risks and challenges including:Managing the length of
176、the development cycle for new products and product enhancements;Adapting to emerging and evolving industry standards and to technological developments by our competitors and customers;andExtending the operation of our products and services to new and evolving platforms,operating systems and hardware
177、 products,such as mobile devices.Our product development activities are costly and recovering our investment in product development may take a significant amount of time,if it occurs at all.We anticipate continuing to make significant investments in software research and development and related prod
178、uct opportunities because we believe it is necessary to compete successfully.Our product development activities also could be impacted by competition from products with new features or leveraging new technologies,such as artificial intelligence(AI),that render our existing products less competitive
179、or obsolete.We may not respond effectively to the technological requirements of the changing market.If we need new technologies or if we are not able to develop new products or product upgrades acceptable to customers to remain competitive,the development,acquisition,and implementation of those new
180、products,product upgrades or technologies may require us to make significant capital investments.If we are not successful in managing these risks and challenges,or if our new products,product upgrades,and services are not technologically competitive or do not achieve market acceptance,our business a
181、nd operating results could be adversely affected.We face extensive competition in the markets in which we operate,and our failure to compete effectively could result in price reductions and/or decreased demand for our products and services.Several companies offer products and services similar to our
182、s.The rapid rate of technological change in the hospitality market makes it likely we will face competition from new products designed by companies not currently competing with us.We believe our competitive ability depends on our product offerings,our experience in the hospitality industry,our produ
183、ct development and systems integration capability,and our customer service organization.There is no assurance,however,that we will be able to compete effectively in the hospitality technology market in the future.We compete for customers based on several factors,including price.The competitive marke
184、ts in which we operate may oblige us to reduce our prices in order to contend with the pricing models of our competitors.If our competitors discount certain products or services,we may have to lower prices on certain products or services in order to attract or retain customers.Any such price modific
185、ations would likely reduce margins and could have adverse effects.In addition,if we fail to reduce our prices in order to contend with the pricing models of our competitors,we may not be able to retain customers or grow our business,which could adversely affect our revenues and liquidity.Our future
186、success depends on our ability to execute on strategic initiatives,to properly manage investments in our business,and to enhance our existing operations and infrastructure.Our long-term strategy is focused on continually investing in and growing our business and operations,both organically and throu
187、gh acquisitions.Investments in new markets,solutions,and technologies,research and development,infrastructure and systems,geographic expansion,and talent are critical components for realizing our strategy.In particular,we believe we must continue to dedicate a significant 16amount of resources to ou
188、r research and development efforts to maintain our competitive position.Our investments in research and development may result in products or services that generate less revenue than we anticipate.Such investments present challenges and risks and may not be successful financially or otherwise,especi
189、ally in new areas in which we have little or no experience,and even if successful,may negatively impact our short-term profitability.To succeed in such efforts,we must be able to properly deploy financial and other resources,prioritize among opportunities,balance the extent and timing of investments
190、 with the associated impact on profitability,balance our focus between new areas and the servicing of our existing customers,capture efficiencies and economies of scale,and compete in the new areas,or with the new solutions,in which we have invested.Our success also depends on our ability to effecti
191、vely and efficiently enhance our existing operations.Our existing infrastructure,systems,security,processes,and personnel may not be adequate for our current or future needs.System upgrades or new implementations can be complex,time-consuming,and expensive and we cannot assure you that we will not e
192、xperience problems during or following such implementations,including among others,potential disruptions in our operations or financial reporting.If we are unable to properly execute on growth initiatives,manage our investments,and enhance our existing operations and infrastructure,our results of op
193、erations and market share may be materially adversely affected.Our dependence on certain suppliers makes us vulnerable to the extent we rely on them.We rely on a concentrated number of suppliers for the majority of our hardware and for certain software and related services needs.We do not have long
194、term agreements with many of these suppliers.If we can no longer obtain these hardware,software or services needs from our major suppliers due to mergers,acquisitions or consolidation within the marketplace,material changes in their partner programs,their refusal to continue to supply to us on reaso
195、nable terms or at all,and we cannot find suitable replacement suppliers,it may have a material adverse impact on our future operating results and gross margins.If we cannot retain and recruit qualified personnel due to rising labor costs or other reasons,our ability to operate and grow our business
196、may be impaired and our financial performance may suffer.We depend on the services of our management and employees to continuously run and grow our business.To grow successfully,we must retain existing employees and attract new qualified employees,particularly in growth areas we have identified.Empl
197、oyee retention is an industry challenge especially given the competitive labor market for software developers.As we grow,we must also enhance and expand our workforce to execute on new and larger opportunities.The market for qualified personnel is competitive in the geographies in which we operate a
198、nd may be limited in the software development disciplines we seek to expand.We may be at a disadvantage to larger companies with greater brand recognition or financial resources or to start-ups or other emerging companies in trending market sectors.If we are unable to attract and retain qualified pe
199、rsonnel when and where they are needed,our ability to operate and grow our business could be impaired.Moreover,if we are not able to properly balance our investments in personnel with revenue growth,our profitability may be adversely affected.Our international operations have many associated risks.W
200、e continue to strategically manage our presence in international markets,and these efforts require significant management attention and financial resources.We may not be able to successfully penetrate international markets,or,if we do,there can be no assurance that we will grow our business in these
201、 markets at the same rate as in North America.Because of these inherent complexities and challenges,lack of success in international markets could adversely affect our business,results of operations,cash flow,and financial condition.We have international offices in Canada,the United Kingdom,Dubai,Ch
202、ina,Hong Kong,Malaysia,the Philippines,Singapore,and India.We have committed resources to maintaining and further expanding,where appropriate,our sales offices and sales and support channels in key international markets.However,our efforts may not be successful.International sales are subject to man
203、y risks and difficulties,including those arising from the following:building and maintaining a competitive presence in new markets;staffing and managing foreign operations;complying with a variety of foreign laws,rules and regulations;producing localized versions of our products;developing integrati
204、ons between our products and other locally-used products;import and export restrictions and tariffs,enforcing contracts and collecting accounts receivable;unexpected changes in regulatory requirements;reduced protection for intellectual property rights in some countries;potential adverse tax treatme
205、nt;language and cultural barriers;foreign currency fluctuations;inflation and any regulatory actions to counter inflation;and political and economic instability abroad.Natural disasters or other catastrophic events affecting our principal facilities could cripple our business.17Natural disasters or
206、other catastrophic events,particularly those affecting employees in our Alpharetta headquarters or India research and development center,may cause damage or disruption to our operations,and thus could have a negative effect on us.Most of our administrative functions are concentrated in our Alpharett
207、a headquarters and most of our software development activity is concentrated in our India research and development center.While we maintain crisis management and disaster response plans,a natural disaster,fire,power shortage,pandemic,act of terrorism or other catastrophic event occurring in either g
208、eographic location that prevents or substantially impairs our employees ability to work,either in the office or from home,could make it difficult or impossible for us to deliver our products and services to customers.Regulatory Matters,Information Security,Data Privacy,and Product StabilityOur produ
209、cts and services may not function properly if we experience significant coding or configuration errors.Despite testing prior to the release and throughout the lifecycle of a product or service,our on-premise and cloud-based solutions sometimes contain coding or configuration errors that can impact t
210、heir function,performance and security,and result in other negative consequences.The detection and correction of any errors in released on-premise or cloud-based solutions can be time consuming and costly.Errors in our on-premise and cloud-based solutions could affect their ability to properly funct
211、ion,integrate or operate with other software or hardware offerings,could result in service interruptions,delays or outages,could create security vulnerabilities in our products or services,could delay the development or release of new products or services or new versions of products or services,and
212、could adversely affect market acceptance of our products or services.This includes third-party software products or services incorporated into our own.If we experience any of these errors,or if there are delays in releasing our on-premise or cloud-based solutions or new versions of these offerings,o
213、ur sales could be affected and revenues could decline.Customers rely on our on-premise and cloud-based solutions and related services to run their businesses,and errors in our solutions and related services could expose us to product liability,performance and warranty claims as well as significant h
214、arm to our brand and reputation,which could impact our future sales.Implementation of software solutions often involves a significant commitment of resources,and any failure to deliver as promised on a significant implementation could adversely affect our business.The implementation of software solu
215、tions often involves a significant commitment of resources and is subject to a number of significant risks over which we may or may not have control.These risks include:the features of the implemented software may not meet the expectations or fit the business model of the customer;our pool of implem
216、entation personnel cannot quickly and easily be augmented for complex implementation projects,such that resources issues,if not planned and managed effectively,could lead to costly project delays;customer-specific factors,such as the stability,functionality,interconnection and scalability of the cus
217、tomers pre-existing information technology infrastructure,as well as financial or other circumstances could destabilize,delay or prevent the completion of the implementation process;and customers and their partners may not fully or timely perform the actions required to be performed by them to ensur
218、e successful implementation,including measures we recommend to safeguard against technical and business risks.As a result of these and other risks,some of our customers may incur large,unplanned costs in connection with the purchase and installation of our solutions.Also,implementation projects coul
219、d take longer than planned or fail.We may not be able to reduce or eliminate protracted installation or significant additional costs.Significant delays or unsuccessful customer implementation projects could result in cancellation or renegotiation of existing agreements,claims from customers,harm our
220、 reputation and negatively impact our operating results.We use open-source software in our solutions that may subject our solutions to general release or require us to re-engineer our solutions.We use open-source software in our solutions and may use more open-source software in the future.From time
221、 to time,there have been claims by companies claiming ownership of software that was previously thought to be open-source and that was incorporated by other companies into their products.As a result,we could be subject to suits by parties claiming ownership of what we believe to be open-source softw
222、are.Some open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open-source software and that we license these modifications or derivative works under the terms of a particular open-source license or other license g
223、ranting third parties certain rights of further use.If we combine or,in some cases,link our proprietary software solutions with or to open-source software in a certain manner,we could,under certain of the open-source licenses,be required to release the source code of our proprietary software solutio
224、ns or license such proprietary solutions under the terms of a particular open-source license or other license granting third parties certain rights of further use.18In addition to risks related to license requirements,usage of open-source software can lead to greater risks than use of third-party co
225、mmercial software,as open-source licensors generally do not provide warranties or controls on origin of the software.In addition,open-source license terms may be ambiguous and many of the risks associated with usage of open-source cannot be eliminated,and could,if not properly addressed,negatively a
226、ffect our business.If we were found to have inappropriately used open-source software,we may be required to seek licenses from third parties in order to continue offering our software,to re-engineer our solutions,to discontinue the sale of our solutions in the event re-engineering cannot be accompli
227、shed on a timely basis or take other remedial action that may divert resources away from our development efforts,any of which could adversely affect our business,operating results and financial condition.We are subject to complex,evolving regulatory requirements that may be difficult and expensive t
228、o comply with and that could negatively impact us or our business.Our business and operations are subject to a variety of regulatory requirements in the countries in which we operate or in which we offer our solutions,including,among other things,with respect to data privacy,artificial intelligence(
229、“AI”),information security,trade compliance,tax,and labor matters.In addition,as we are increasingly building and licensing from third party providers new and evolving technologies,such as AI,machine learning,analytics,and biometrics,as part of our offerings,our business and operations may become su
230、bject to additional complex and evolving regulatory requirements pertaining to the sale or use of these technologies.The evolving regulatory environment surrounding these new technologies may also increase our research and development costs,compliance costs,and confidentiality and security risks,and
231、 result in inconsistencies in evolving legal frameworks across jurisdictions.The sale of these technologies,or their use by us or by our customers or partners,may also subject us to additional risks,including reputational harm,competitive harm or legal liabilities,due to their perceived or actual im
232、pact on human rights,privacy,employment,or in other social or discriminatory contexts.Third-parties may criticize us or seek to hold us responsible not only for our own activities in this regard but also for the activities of our customers or partners.We anticipate that we will become subject to an
233、increasing amount of regulation and disclosure requirements related to environmental,social and governance(“ESG”)matters.In addition,stakeholders,including investors,customers,suppliers and employees,may pressure us to make commitments on these matters that may be difficult to manage or achieve.If w
234、e fail to make or meet such commitments,we may be subject to criticism,reputational harm or legal liability.The application of these laws and regulations to our business is often unclear and may at times conflict.Compliance with applicable regulatory requirements may be onerous,time-consuming,and ex
235、pensive,especially where these requirements are inconsistent from jurisdiction to jurisdiction or where the jurisdictional reach of certain requirements is not clearly defined or seeks to reach across national borders.Regulatory requirements in one jurisdiction may make it difficult or impossible to
236、 do business in or comply with the rules of another jurisdiction.While we endeavor to implement policies,procedures,and systems designed to achieve compliance with these regulatory requirements,we cannot assure you that these policies,procedures,or systems will be adequate or that we or our personne
237、l will not violate these policies and procedures or applicable laws and regulations.Violations of these laws or regulations may harm our reputation and deter government agencies and other existing or potential customers or partners from purchasing our solutions.Furthermore,non-compliance with applic
238、able laws or regulations could result in fines,damages,criminal sanctions against us,our officers,or our employees,restrictions on the conduct of our business,and damage to our reputation.Cyber-attacks involving our systems and data could expose us to liability or harm our reputation and have a mate
239、rial adverse effect on our business.We rely on information technology networks and systems,some of which are owned and operated by third parties,to collect,process,transmit,and store electronic information on behalf of our customers.We also depend on our information technology infrastructure for a v
240、ariety of functions,including worldwide financial reporting,procurement,invoicing,and email communications.These systems are susceptible to outages due to fire,floods,power loss,telecommunications failures,hacking,terrorist attacks,and similar events.We have implemented security measures and control
241、s intended to protect our IT infrastructure,data centers and other systems and data against cyber-attacks.Despite our implementation of security measures and controls,our systems and those of third parties upon whom we rely are vulnerable to attack from numerous threat actors,including sophisticated
242、 nation-state and nation-state-supported actors.Threat actors have and may in the future be able to compromise our security measures or otherwise exploit vulnerabilities in our systems,including vulnerabilities that may have been introduced through the actions of our employees or contractors or defe
243、cts in the design or manufacture of our products and systems or the products and systems that we procure from third parties.Our systems,and those of our third-party providers,have and could in the future become subject to cyber-attacks,including using computer viruses,19credential harvesting,dedicat
244、ed denial of services attacks,malware,social engineering,and other means for obtaining unauthorized access to,or disrupting the operation of,our systems and those of our third-party providers.In addition,threat actors are also increasingly using tools and techniques that circumvent controls,evade de
245、tection,and remove forensic evidence,which means that we and others may be unable to anticipate,detect,deflect,contain or recover from cyberattacks in a timely or effective manner.As AI capabilities improve and are increasingly adopted,we may see cyberattacks created through AI.These attacks could b
246、e crafted with an AI tool to directly attack IT systems with increased speed and/or efficiency than a human threat actor or create more effective phishing emails.Our network and storage applications,as well as those of our customers,business partners,and third-party providers,may be subject to unaut
247、horized access by hackers or breached due to operator error,malfeasance or other system disruptions.The number and scale of cyberattacks have continued to increase and the methods and techniques used by threat actors,including sophisticated“supply-chain”attacks,continue to evolve at a rapid pace.As
248、a result,we may be unable to identify current attacks,anticipate future attacks or implement adequate security measures.We may also experience security breaches that may remain undetected for an extended period and,therefore,have a greater impact on our systems,our products,the proprietary data cont
249、ained therein,our customers and ultimately,our business.For example,we use Progress Softwares MOVEit Transfer application to enable file transfers with some of our customers.On May 31,2023,Progress Software disclosed that it had identified a previously unknown vulnerability in its MOVEit Transfer ap
250、plication.We immediately followed the recommendations from Progress Software to address the vulnerabilities in the MOVEit Transfer application.However,we identified unauthorized file downloads from our MOVEit Transfer application impacting about 130 customers who used our InfoGenesis POS,Eatec and A
251、gilysys Analyze products.All impacted customers were notified in June 2023,and the incident has not had a material adverse effect on our business,financial condition,or results of operation.Cyberattacks on our systems and“supply-chain”attacks on systems of third parties upon whom we rely,and any rel
252、ated operational disruptions,unauthorized access,or misappropriation of information(including personally identifiable information or personal data),could create costly litigation,significant financial liability,and a loss of confidence in our ability to serve customers and cause current or potential
253、 customers to choose another provider,all of which could have a material adverse effect on our business,financial condition,reputation,and results of operations.Privacy,information security,and data protection laws,rules,and regulations could affect or limit how we collect and use personal informati
254、on,increase our costs,and adversely affect our business opportunities.A failure to comply with applicable privacy or data protection laws could harm our reputation and have a material adverse effect on our business.We collect,process,transmit,and/or store(on our systems and those of third-party prov
255、iders)customer transactional data,as well as their and our customers and employees personally identifiable information and/or other data and information.Personally identifiable information is increasingly subject to legislation and regulations in numerous jurisdictions with regard to privacy and dat
256、a security such as the California Consumer Privacy Act and the European Unions General Data Protection Regulation.Moreover,what constitutes personally identifiable information and what other data and/or information is subject to the privacy laws varies by jurisdiction and continues to evolve,and the
257、 laws that do reference data privacy continue to be interpreted by the courts and their applicability and reach are therefore uncertain.Our failure and/or the failure of our customers,vendors,and service providers to comply with applicable privacy and data protection laws and regulations could damag
258、e our reputation,discourage current and/or potential customers from using our products and services,and result in fines,governmental investigations and/or enforcement actions,complaints by private individuals,and/or the payment of penalties to consumers.In addition,many U.S.and foreign laws and regu
259、lations,including those promulgated by the SEC,require companies to provide notice of cybersecurity incidents involving certain types of personal data or unauthorized access to,or interference with,our information systems to the public,certain individuals,the media,government authorities,or other th
260、ird parties.Certain of these laws and regulations include notice or disclosure obligations contingent upon the result of complex analyses,including in some cases a determination of materiality.The nature of cybersecurity incidents can make it difficult to quickly and comprehensively assess an incide
261、nts overall impact to our business,and we may make errors in our assessments.If we are unable to appropriately assess a cybersecurity incident in the context of required analyses then we could face compliance issues under these laws and regulations,and we could be subject to lawsuits,regulatory fine
262、s or investigations,or other liabilities,any or all of which could adversely affect our business and operating results.Furthermore,cybersecurity incidents experienced by us,or by our customers or vendors,that lead to public disclosures may also lead to widespread negative publicity and increased gov
263、ernment or regulatory scrutiny.Any security compromise in our industry,whether actual or perceived,could harm our reputation;erode customer confidence in our security measures;negatively affect our ability to attract new customers;or subject us to third-party lawsuits,regulatory fines or investigati
264、ons,or other liability,any or all of which could adversely affect our business and operating results.Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain existing customers.20Additionally,we could be required to expend
265、 significant capital and other resources to investigate and address any actual or suspected cybersecurity incident or to prevent further or additional incidents.To maintain business relationships,we may find it necessary or desirable to incur costs to provide remediation and incentives to customers
266、or other business partners following an actual or suspected security incident.We also cannot be sure that our existing cybersecurity insurance will continue to be available on acceptable terms,in sufficient amounts to cover any claims we submit,or at all.Further,we cannot be sure that insurers will
267、not deny coverage as to any claim,and some security incidents may be outside the scope of our coverage,including in instances where they are considered force majeure events.Security incidents may result in increased costs for cybersecurity insurance.One or more large,successful claims against us in
268、excess of our available insurance coverage,or changes in our insurance policies,including premium increases or large deductible or co-insurance requirements,could have an adverse effect on our business,operating results,and financial condition.Actual or perceived security vulnerabilities in our soft
269、ware solutions may result in reduced sales or liabilities.We have implemented policies and procedures,and use information technology systems,to help ensure the proper handling of our customers and their customers data from both a data privacy and an information security perspective.We also evaluate
270、the information security of potential partners and vendors as part of our selection process and attempt to negotiate adequate protections from such third parties when we enter into contracts with them.Our customer contracts also obligate our customers to undertake steps necessary for satisfying indi
271、vidual rights under laws and regulations.While these policies,procedures,systems,contractual provisions,and measures are designed to mitigate the risks associated with handling or processing personal data,including categories of personal data which may be classed as sensitive data,they cannot always
272、 safeguard against all risks,nor can we control the actions of third parties,including vendors,customers and partners.In addition,it may be possible for customer and guest data to be compromised from customers information technology systems if our customer does not maintain appropriate data privacy
273、and information security procedures.The improper handling of personal data including sensitive data,or even the perception of such mishandling(whether or not valid),or other security lapses or breaches affecting us,our partners,our customers,or our products or services,could reduce demand for our pr
274、oducts or services or otherwise expose us to financial or reputational harm or legal liability.For certain products and services,including our cloud hosting operations,we rely on third-party providers,which may create significant risk exposure for us.We maintain relationships with third parties to p
275、rovide certain services to us or to our customers,including cloud hosting and other cloud-based services.We make contractual obligations to customers based on these relationships and,in some cases,also entrust these providers with both our own sensitive data as well as the sensitive data of our cust
276、omers(that may include sensitive guest data).If these third-party providers do not perform as expected or encounter service disruptions,cyber-attacks,data breaches,or other difficulties,we or our customers may be materially and adversely affected,including,among other things,by facing increased cost
277、s,potential liability to customers,guests,or other third parties,regulatory issues,and reputational harm.If it is necessary to migrate these services to other providers because of poor performance,security considerations,or other financial or operational factors,it could result in service disruption
278、s to our customers and significant time,expense,or exposure to us,any of which could materially adversely impact our business.We also purchase hardware and technology,in some cases,by or from companies that may compete with us or work with our competitors.While we endeavor to use larger,more establi
279、shed providers wherever possible,in some cases,these providers may be smaller,less established companies,particularly in the case of new or unique technologies that we have not developed internally,or in an effort to benefit our margins.If any of these providers experience financial,operational,or q
280、uality assurance difficulties,or if any cease production,or there is any other disruption in the services we or our customers receive,including as a result of the acquisition of a supplier or partner by a competitor,macroeconomic issues,or otherwise,we will be required to locate and migrate to alter
281、native sources or providers,to internally develop the applicable technologies,to redesign our products,or to remove certain features from our products or to reduce our service levels,any of which would likely increase our expenses,create delays,or negatively impact our revenues.Although we strive to
282、 establish contractual protections with key providers,such as source code escrows,warranties,and indemnities,we may not be successful in obtaining adequate protections,these agreements may be short-term in duration,and the counterparties may be unwilling or unable to stand behind such protections.Mo
283、reover,these types of contractual protections offer limited practical benefits to us in the event our relationship with a key provider is interrupted.We may not be able to enforce or protect our intellectual property rights.21We rely on a combination of copyright,patent,trademark and trade secret la
284、ws and restrictions on disclosure to protect our intellectual property rights.We cannot be certain that the steps we have taken will prevent unauthorized use of our technology.Any failure to protect our intellectual property rights would diminish or eliminate the competitive advantages that we deriv
285、e from our proprietary technology.We may be subject to claims of infringement of third-party intellectual property rights.Third parties may assert claims that our software or technology infringe,misappropriate,or otherwise violate their intellectual property or other proprietary rights.Such claims m
286、ay be made by our competitors seeking to obtain a competitive advantage or by other parties.The risk of claims may increase as the number of software products that we offer and competitors in our market increase and overlaps occur.Any such claims,regardless of merit,that result in litigation could r
287、esult in substantial expenses,divert the attention of management,cause significant delays in introducing new or enhanced services or technology,materially disrupt the conduct of our business,and have a material adverse effect on our business,financial condition,and results of operations.While we do
288、not believe that our products and services infringe any patents or other intellectual property rights,from time to time,we receive claims that we have infringed the intellectual property rights of others.For example,on April 6,2012,Ameranth,Inc.filed a complaint against us in the U.S.District Court
289、for the Southern District of California,alleging that certain of our products infringe patents owned by Ameranth directed to configuring and transmitting hospitality menus(e.g.,restaurant menus)for display on electronic devices,and synchronizing the menu content between the devices.Although judgemen
290、t was entered for us and against Ameranth on all claims in that suit in 2022,the litigation resulted in substantial expenses,even though it did not have a material adverse effect on our business,financial condition,and results of operations.If we fail to meet our customers performance expectations,o
291、ur reputation may be harmed,and we may be exposed to legal liability.Our ability to attract and retain customers depends to a large extent on our relationships with our customers and our reputation for high quality services and solutions.As a result,if a customer is not satisfied with our products a
292、nd services,our reputation may be damaged.Moreover,if we fail to meet our customers performance expectations or if customers experience service disruptions,breaches or other quality issues,we may lose customers and be subject to legal liability,particularly if such failure,service disruptions or bre
293、aches adversely impact our customers businesses.In addition,many of our projects are critical to the operations of our customers businesses.While our contracts typically include provisions designed to limit our exposure to legal claims relating to our products and services,these provisions may not a
294、dequately protect us or may not be enforceable in all cases.The general liability insurance coverage that we maintain,including coverage for errors and omissions,is subject to important exclusions and limitations.We cannot be certain that this coverage will continue to be available on reasonable ter
295、ms or will be available in sufficient amounts to cover one or more large claims,or that the insurer will not disclaim coverage as to any future claim.A successful assertion of one or more large claims against us that exceeds our available insurance coverage or changes in our insurance policies,inclu
296、ding premium increases or the imposition of large deductible or co-insurance requirements,could adversely affect our profitability.Risks Relating to the Industries We ServeOur business depends to a significant degree on the hospitality industry and instability and downturns in the hospitality indust
297、ry could adversely affect our business and results of operations.Because our customer base is concentrated in the hospitality industry,our business and sales are largely dependent on the health of that industry,which in turn is dependent on the domestic and international economy.Instabilities or dow
298、nturns in the hospitality industry,such as those resulting from the impacts of pandemics,could disproportionately impact our revenue,as customers may exit the industry or delay,cancel or reduce planned expenditures for our products.Consolidation in the gaming and other hospitality industries could a
299、dversely affect our business.Customers that we serve may seek to achieve economies of scale and other synergies by combining with or acquiring other companies.The hospitality industry has experienced recent consolidations,including the hotel and gaming sectors of the industry.Although recent consoli
300、dations in the hospitality industry have not materially adversely affected our business,there is no assurance that future consolidations will not have such affect.For example,if one of our current customers merges or consolidates with a company that relies on another providers products or services,i
301、t could decide to reduce or cease its purchases of products or services from us,which could have an adverse effect on our business.22Insolvencies in the hospitality industry could adversely affect our business.Customers that we serve may be or become insolvent.Loss of revenue and other operating cha
302、llenges may cause some of our customers to declare bankruptcy or cause their lenders to declare a default,accelerate the related debt,or foreclose on their property.Customers in bankruptcy may not have sufficient assets to pay us unpaid fees or reimbursements we are owed under their agreements with
303、us.If a significant number of customers file for bankruptcy or otherwise fail to pay amounts owed to us,our revenues and liquidity could be adversely affected.Risks Relating to Our Finances and Capital StructureOur stock has been volatile and we expect that it will continue to be volatile.During the
304、 year ended March 31,2024,the trading price of our common stock ranged from a low close of$63.77 to a high close of$91.40.The market price for our common stock could be subject to wide fluctuations in response to many risk factors listed in this section,and others beyond our control.Factors affectin
305、g the trading price of our common stock may include:uncertainties in the global economy;economic news or other events generally causing volatility in the trading markets;our operating results failing to meet the expectation of securities analysts or investors in a particular period or failure of sec
306、urities analysts to publish reports about us or our business;announcements by us or our competitors of acquisitions,new offerings or improvements,significant contracts,commercial relationships or capital commitments;our ability to market new and enhanced solutions on a timely basis;any major change
307、in our board or management;andgeneral economic and political conditions such as recessions,interest rates,fuel prices,international currency fluctuations and acts of war or terrorism.Additionally,our ownership base has been and may continue to be concentrated in a few shareholders,which could increa
308、se the volatility of our common share price over time.If we acquire new businesses,we may not be able to successfully integrate them or attain the anticipated benefits.As part of our operating history and growth strategy,we have acquired other businesses.In the future,we may continue to seek acquisi
309、tions.We can provide no assurance that we will be able to identify and acquire targeted businesses or obtain financing for such acquisitions on satisfactory terms.The process of integrating acquired businesses into our operations may result in unforeseen difficulties and may require a disproportiona
310、te amount of resources and management attention.If integration of our acquired businesses is not successful,we may not realize the potential benefits of an acquisition or suffer other adverse effects.Our financial results may be significantly impacted by changes in our tax position.We are subject to
311、 taxes in the United States and numerous foreign jurisdictions.Our future effective tax rates could be impacted by changes in the mix of earnings in countries with differing statutory tax rates,changes in the valuation allowance on deferred tax assets(including our net operating loss carryforwards),
312、changes in unrecognized tax benefits,or changes in tax laws or their interpretation.Any of these changes could have a material adverse effect on our profitability.In addition,the tax authorities in the jurisdictions in which we operate,including the United States,may from time to time review the pri
313、cing arrangements between us and our foreign subsidiaries or among our foreign subsidiaries.An adverse determination by one or more tax authorities in this regard may have a material adverse effect on our financial results.We have significant deferred tax assets which can provide us with significant
314、 future cash tax savings if we are able to use them,including significant net operating losses.However,the extent to which we will be able to use these net operating losses may be impacted,restricted,or eliminated by a number of factors,including changes in tax rates,laws or regulations,and whether
315、we generate sufficient future taxable income.To the extent that we are unable to utilize our net operating losses or other losses,our results of operations,liquidity,and financial condition could be materially adversely impacted.When we cease to have net operating losses available to us in a particu
316、lar tax jurisdiction,either through their expiration,disallowance,or utilization,our cash tax liability will increase in that jurisdiction.We are exposed to foreign currency exchange rate fluctuations that could negatively impact our financial results.23We earn revenue,pay expenses,own assets,and in
317、cur liabilities in countries using currencies other than the U.S.dollar,including the British pound sterling,euro,Indian rupee,Australian dollar,Singapore dollar,and Canadian dollar,among others.Because our consolidated financial statements are presented in U.S.dollars,we must translate revenue,expe
318、nses,assets,and liabilities of entities using non-U.S.dollar functional currencies into U.S.dollars using currency exchange rates in effect during or at the end of each reporting period,meaning that we are exposed to the impact of changes in currency exchange rates.In addition,the revaluation and se
319、ttlement of monetary assets and liabilities denominated in currencies other than the U.S.dollar impact our net income with associated gains or losses recorded within other income(expense),net.We may have exposure to greater than anticipated tax liabilities.Some of our products and services may be su
320、bject to sales taxes in jurisdictions where we have not collected and remitted such taxes from our customers.We believe we have appropriately accrued for these contingencies.In the event actual results differ,we may need to make adjustments,which could materially impact our financial condition and r
321、esults of operations.We may incur goodwill and intangible asset impairment charges that adversely affect our operating results.As of March 31,2024,we had$32.8 million of goodwill and$17.0 million of intangible assets,net,on our Consolidated Balance Sheet.We review our indefinite-lived intangible ass
322、ets including goodwill for impairment on at least an annual basis or more frequently if an event or events indicate the potential for impairment.We assess as needed whether there have been impairments in our other intangible assets.We make assumptions and estimates in our assessments that can be com
323、plex and subjective.In our assumptions and estimates we consider whether negative factors exist such as deteriorating economic conditions,disruptions to our business,inability to effectively integrate acquired businesses,intensified competition,market capitalization declines,or significant changes i
324、n use of the intangible assets.To the extent that such factors or other negative factors emerge,we may record non-cash impairment charges in the future that could negatively impact our financial condition and results of operations.We may encounter risks associated with maintaining large cash balance
325、s.While we have attempted to invest our cash balances in investments we considered to be relatively safe,we nevertheless confront credit and liquidity risks.Bank failures could result in reduced liquidity or the actual loss of money held in deposit accounts in excess of federally insured amounts,if
326、any.Other Risk FactorsProvisions of our corporate governance documents and Delaware Law could make an acquisition of the company more difficult and may prevent attempts by our stockholders to replace or remove our current management,even if beneficial to our stockholders.Our certificate of incorpora
327、tion and bylaws and the Delaware General Corporation Law(the“DGCL”),contain provisions that could make it more difficult for a third party to acquire us,even if doing so might be beneficial to our stockholders.These provisions include:advance notice requirements for stockholder proposals and directo
328、r nominations;the ability of our board of directors to fill a vacancy created by the expansion of our board of directors;the ability of our board of directors to issue up to 5,000,000 shares of preferred stock,in one or more series,without stockholder approval and with such designations,powers,prefe
329、rences and rights,and the qualifications,limitations or restrictions as our board of directors may deem appropriate;prohibition on the ability of stockholders to call special meetings;andthe required approval of holders of at least two-thirds of the voting power of our issued and outstanding capital
330、 stock entitled to vote in the election of directors to adopt,amend or repeal certain provisions of our certificate of incorporation and bylaws,though our bylaws can also be amended by vote of our board of directors.In addition,Section 203 of the DGCL may affect the ability of an“interested stockhol
331、der”to engage in certain business combinations,for a period of three years following the time that the stockholder becomes an“interested stockholder.”Because our board of directors is responsible for appointing the members of our management team,these provisions could in turn affect any attempt to r
332、eplace current members of our management team.As a result,you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures,and efforts by stockholders to change the direction or management of the company may be unsuccessful.24Accounti
333、ng principle updates could have a negative impact on our financial condition or operating results.We prepare our Consolidated Financial Statements in conformity with U.S.generally accepted accounting principles(“GAAP”).Our application of new accounting principles can have a significant impact on our operating results including previously reported results subject to any retroactive treatment.In add
0731-84720580
sgpjbg002
工作日 9:30 - 18:00
研報
新質生產力
DeepSeek?
低空經濟
大模型
AI Agent
AI Infra
具身智能
自動駕駛
寵物
銀發經濟
人形機器人
企業出海
算力
微短劇
薪酬
白皮書
創新藥
人工智能
AI產業
信息科技
互聯網
消費經濟
汽車交通
電商零售
傳媒娛樂
醫藥健康
投資金融
能源環境
地產建筑
傳統產業
英文報告
其它
最新報告
中英對照
全文搜索
報告精選
PDF上傳翻譯
多格式文檔互轉
入駐&報告售賣
會員權益
機構報告
券商研報
財報庫
專題合集
英文報告
數據圖表
會議報告
其他資源
行業聚焦
芯片產業
熱點概念
全球咨詢智庫
人工智能
500強
新質生產力
會議峰會
新能源汽車
企業年報
互聯網
公司研究
行業綜觀
消費教育
科技通信
醫藥健康
人力資源
投資金融
汽車產業
物流地產
電子商務
傳統產業
傳媒營銷
其它
2025低空經濟/低空產業報告合集（共49套打包）
2025年智算中心/AIDC/AI數據中心研究報告合集（共37套打包）
AI、科技與通信
廣告、傳媒與營銷
消費、零售與支付
HR、文化與旅游
金融、保險與投資
能源、環境與工業
醫療制藥與大健康
物流、地產與建筑
其他行業
AI ? 科技 ? 通信
數字化
金融財經
智能制造
電商傳媒
地產建筑
醫療醫學
能源化工
其他行業
收藏
下載
2025-05-20
AI查數
行業數據
政策法規
商業模式
產業鏈
競爭格局
市場規模
產業概述
其它
2025年
AI讀財報
年報
一季報
半年報
三季報
IPO招股書
社會責任報告
A股
IPO申報
港股
美股&全球
新三板
掃碼登錄
手機快捷登錄
賬號登錄
