AGYSAGILYSYS INC

Services-Computer Integrated Systems Design

Revenue: $319M; 16% YoY
Operating margin: 13.5%; 64% YoY
EBITDA: $47M; 78% YoY
Market cap: $3.3B
Employees: 2,413; $132K revenue each
Net debt / EBITDA: -2.9×; −$138M net debt
AI in 10-K: 12.8; mentions per 10K words

Takeover score 4 of 13

Fixable underperformance 0 of 7

TSR below peersNo
0 of 5 years
3+ of last 5 years
High CEO pay despite TSRNo
$1M median
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
180% of net income
Cash flow under 80% of net income
Dilutive SBCNo
7% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
2% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
27% of assets
Over 40% of assets
Shareholder dissentNo
98% lowest support
Any vote under 80% support

Buyer economics 3 of 4

Low revenue per employeeYes
$132K · 7th pct
Bottom quartile of its SIC industry
Quiet on AINo
12.8 per 10K words · 95th pct
Bottom quartile of AI mentions in 10-Ks
Net cashYes
Net cash · 2.9× EBITDA
More cash than debt, positive EBITDA
Buyout-sizedYes
$3.3B market cap
Market cap $500M–$5B

Catalysts 1 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingYes
−$25M net
Net sales over $10M in 12 months

Financials

Metric	FY2022	FY2023	FY2024	FY2025	FY2026	YoY	Trend
Revenue	$163M	$198M	$237M	$276M	$319M	16%
Operating income	$6M	$13M	$16M	$23M	$43M	90%
Net income	$6M	$15M	$86M	$23M	$39M	67%
Operating cash flow	$28M	$34M	$48M	$55M	$70M	27%
Capex	$1M	$7M	$8M	$3M	$2M	34%
Stock-based comp	$15M	$13M	$14M	$18M	$22M	23%

Deal filings

None.

13D filers

Filed	Filer	Form	Stake	Intent
Jan 24, 2025	MAK CAPITAL ONE LLC	SCHEDULE 13D/A	10.1%	Passive
Jun 20, 2024	MAK CAPITAL ONE LLC	SC 13D/A	13.7%	Passive
Jun 4, 2024	MAK CAPITAL ONE LLC	SC 13D/A	20.1%	Passive
Feb 16, 2024	MAK CAPITAL ONE LLC	SC 13D/A	16.3%	Passive
Jan 16, 2024	MAK CAPITAL ONE LLC	SC 13D/A	35.2%	Passive
Dec 14, 2023	MAK CAPITAL ONE LLC	SC 13D/A	39.9%	Passive
Nov 3, 2023	MAK CAPITAL ONE LLC	SC 13D/A	42.1%	Passive
Jun 3, 2022	MAK CAPITAL ONE LLC	SC 13D/A	54.7%	Passive
May 27, 2020	MAK CAPITAL ONE LLC	SC 13D/A	15.6%	Passive
Feb 15, 2019	MAK CAPITAL ONE LLC	SC 13D/A	10.2%	Passive

Insider trading

Open-market buys, 12 mo: $78K · 16
Open-market sells, 12 mo: $25M · 19
Net: −$25M

Pay vs performance

Year	CEO total comp	Comp actually paid	TSR (indexed)	Peer TSR
FY2026	$1M	$1M	48	5
FY2025	$1M	$1M	334	64
FY2024	$1M	$990K	404	62
FY2023	$6M	$9M	394	12
FY2022	$823K	−$206K	139	42