-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ULm63vg4Rlr5zOiObI64C3fj0W9X7XtfKLe9cCOQL3qjvuRrGY3RBI6yUqwMkZVJ 5u2r8skwskbzekL8uAJQJw== 0000950152-04-003952.txt : 20040513 0000950152-04-003952.hdr.sgml : 20040513 20040513144908 ACCESSION NUMBER: 0000950152-04-003952 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040513 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGILYSYS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 04802527 BUSINESS ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 BUSINESS PHONE: 2165873600 MAIL ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC DATE OF NAME CHANGE: 19920703 8-K 1 l07607ae8vk.htm AGILYSYS AGILYSYS
 

United States
Securities and Exchange Commission
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report: May 13, 2004
(Date of earliest event reported)

AGILYSYS, INC.


(Exact name of registrant as specified in its charter)

         
Ohio   (000-5734)   34-0907152
 
(State or other jurisdiction of   (Commission File No.)   (I.R.S. Employer Identification
incorporation)       No.)

         
6065 Parkland Boulevard, Mayfield Heights, Ohio   44124    
 
(Address of principal executive offices)   (Zip Code)    

Registrant’s telephone number, including area code:     (440) 720-8500

1



 

ITEM 9. REGULATION FD DISCLOSURE.

On May 12, 2004 Agilysys, Inc. issued a press release announcing its fourth quarter and year ended March 31, 2004 results, which provided detail not included in previously issued reports. A copy of this news release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Information in this Current Report is being furnished pursuant to Item 9 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in the Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained herein is material investor information that is not otherwise publicly available.

SIGNATURE

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

         
      AGILYSYS, INC.
 
       
  By:   /s/ Steven M. Billick
       
      Steven M. Billick
      Executive Vice President, Treasurer and Chief
      Financial Officer

Date: May13, 2004

 

2



 

Exhibit Index

     
Exhibit No.
  Description
 
   
99.1
  Press Release issued by Agilysys, Inc., dated May 12, 2004, announcing its fourth quarter and year ended March 31, 2004 results.

3 EX-99.1 2 l07607aexv99w1.htm PRESS RELEASE PRESS RELEASE

 

Exhibit 99.1

     
FOR IMMEDIATE RELEASE
  [AGILYSYS LOGO]

Agilysys, Inc. Reports Fiscal 2004 Fourth-Quarter and Full-Year Results

    Fourth Quarter Sales Increase 42 Percent Year-over-Year with Gross Margin Improving to 13.9 Percent
 
    Net Income in the Fourth Quarter Increases to $0.17 Per Diluted Share, with Income from Continuing Operations of $0.21 Per Diluted Share

CLEVELAND, Ohio – May 12, 2004 – Agilysys, Inc. (Nasdaq: AGYS), a leading provider of enterprise computer technology solutions, today announced its fiscal 2004 fourth-quarter and full-year results for the periods ended March 31, 2004. The Company reported fourth quarter net income of $4.8 million, or $0.17 per diluted share, compared with a net loss of $10.7 million, or $0.39 per diluted share in the fourth quarter last year. Fourth quarter income from continuing operations was $6.2 million, or $0.21 per diluted share. This compares with a fourth quarter loss from continuing operations in the previous year of $24.9 million, or $0.91 per diluted share.

Consolidated sales for the fourth quarter increased 42 percent to $371.6 million compared with sales of $261.3 million for the fourth quarter last year. Gross margin for the quarter was 13.9 percent, up from 13.2 percent reported for the fourth quarter in the previous year.

Arthur Rhein, chairman, president and chief executive officer of Agilysys, said, “We experienced strong sales performance across all customer segments, well beyond the strength we typically see in our fourth quarter. The overall increase in gross margin percentage was driven by the higher gross margin contributions of our recent acquisitions. The Agilysys team continues to do an excellent job of effectively managing the business.”

Selling, general and administrative expenses as a percentage of sales improved to 10.8 percent from 12.5 percent in the fourth quarter of the previous year. This was primarily due to effective cost management and the increased year-over-year sales level.

During the fiscal 2004 fourth quarter, the Company recorded a pre-tax gain of $5.0 million resulting from the settlement of an outstanding lawsuit. The gain is included in “Other (Income) Expense” in the Consolidated Statement of Operations. In addition, Agilysys recorded a loss on retirement of debt of $4.5 million in the fourth quarter of 2004 relating to the repurchase of an additional $32.9 million of the Company’s 9.5 percent Senior Notes.

Recent Acquisitions Contribute to Improved Operating Results
Agilysys results also benefited from the acquisition and successful integration of the Kyrus Corporation and Inter-American Data, Inc. (IAD). During the fourth quarter of 2004 the two acquisitions contributed $38.4 million to sales and $7.3 million to gross margin.

Rhein said, “The contributions of our recent acquisitions are encouraging, particularly when one

 


 

considers our quarter’s results include only six weeks of operations from the IAD business. I am also pleased with the swift integration of both Kyrus and IAD. We expect both acquisitions to continue their strong performance and positively impact the profitability of the business.”

Fiscal 2004 Full-Year Results
For the fiscal year ended March 31, 2004 sales were $1.4 billion, an increase of 20 percent, compared with the $1.2 billion in sales reported for the prior year.

Gross margin for the current fiscal year was 12.9 percent, up from 12.7 percent in fiscal 2003.

Agilysys also reported an improvement in the 2004 fiscal year’s selling, general and administrative expenses as a percentage of sales to 10.1 percent, from 11.6 percent in fiscal 2003.

Net income increased to $8.7 million, or $0.31 per diluted share, compared with a net loss of $42.1 million, or $1.54 per diluted share last year. Included in last year’s results was a charge of $34.8 million, net of tax, or $1.27 per diluted share, related to the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets,” effective April 1, 2003, which was recorded as a cumulative effect of a change in accounting principle.

“At the beginning of fiscal 2004, Agilysys established several ambitious goals including growing sales faster than the market, growing profits faster than sales, and achieving operating profit margins in the range of 2.0 to 2.5 percent by the end of the fiscal year, as well as driving our return on invested capital to 7 to 9 percent over a 18 to 24 month period,” said Rhein. “Today, we reported results that demonstrate that we have exceeded each of these goals. Our accomplishments during the fiscal year also position the Company to continue achieving impressive sales and profit growth in fiscal 2005 and beyond.”

Business Outlook
For fiscal 2005, the Company currently estimates sales to grow between 13 and 18 percent over fiscal 2004 sales of $1.4 billion. Full-year gross margin is expected to be between 12.8 percent and 13.1 percent.

Selling, general and administrative expenses are anticipated to remain at approximately 10 percent of sales for fiscal 2005. Fiscal 2005 net income is expected to be in the range of $0.70 to $0.80 per diluted share.

Agilysys also expects to incur fiscal 2005 capital expenditures between $2 and $4 million, depreciation and amortization of approximately $9.2 million and interest expense, net of interest income, of approximately $5.5 million, assuming no additional retirement of its Senior Notes.

For the first quarter of fiscal 2005, the Company expects sales to grow by 28 to 32 percent over the comparable quarter last year.

Conference Call Information
A conference call to discuss the quarterly and full-year results is scheduled for 10 a.m. ET on Wednesday, May 12, 2004. The conference call will be broadcast live over the Internet and a replay will be accessible on the investor relations page of the Company’s Web site: www.agilysys.com.

A taped replay of the conference call will be available at noon ET on Wednesday, May 12, 2004, through midnight ET on Thursday, May 20, 2004, accessible by dialing 877-344-7529 or 412-858-1440 (event code #266 and passcode #344173).

Forward-Looking Language
Portions of this release, particularly the statements made by management and those that are not historical facts, are forward-looking statements within the meaning of the safe harbor provisions of the Private

 


 

Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current assumptions and expectations, and are subject to risks and uncertainties, many of which are beyond the control of Agilysys. Many factors could cause Agilysys actual results to differ materially from those anticipated by the forward-looking statements. These factors include those referenced in the Annual Report on Form 10-K or as may be described from time to time in Agilysys subsequent SEC filings.

Potential factors that could cause actual results to differ materially from those expressed or implied by such statements include, but are not limited to, those relating to Agilysys anticipated revenue gains, margin improvements, cost savings, and new product introductions.

Other associated risks include geographic factors, political and economic risks, the actions of Agilysys competitors, changes in economic or industry conditions or in the markets served by Agilysys, and the ability to appropriately integrate acquisitions, strategic alliances, and joint ventures.

In addition, this release contains time-sensitive information and reflects management’s best analysis only as of the date of this release. Agilysys does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Information on the potential factors that could affect Agilysys actual results of operations is included in its filings with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended March 31, 2003. Interested persons can obtain it free at the Securities and Exchange Commission’s website, which is located at www.sec.gov.

About Agilysys, Inc.
Agilysys, Inc. is one of the foremost distributors and premier resellers of enterprise computer technology solutions. It has a proven track record of delivering complex servers, software, storage and services to resellers and corporate customers across a diverse set of industries. In addition, the Company provides customer-centric software applications and services focused on the retail and hospitality markets. Headquartered in Cleveland, Ohio, Agilysys has sales offices throughout the U.S. and Canada. For more information, visit the Company’s website at www.agilysys.com.

     
For more information contact:   Martin Ellis
  Executive Vice President, Corporate Development
  and Investor Relations
  Agilysys, Inc.
  440-720-8682
  martin.ellis@agilysys.com

# # #

 


 

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                 
    Three Months Ended   Year Ended
    March 31   March 31
(Dollars In Thousands, Except Share and Per Share Data)   2004   2003   2004   2003
Net Sales
  $ 371,577     $ 261,339     $ 1,403,216     $ 1,171,631  
Cost of Goods Sold
    319,744       226,874       1,222,314       1,022,378  
 
                               
 
                               
Gross Margin
    51,833       34,465       180,902       149,253  
Selling, General and Administrative Expenses
    40,153       32,794       141,868       135,899  
Restructuring Charges
    462       20,697       2,516       20,697  
 
                               
 
                               
Operating Income (Loss)
    11,218       (19,026 )     36,518       (7,343 )
Other (Income) Expense
                               
 
                               
Other Income, net
    (5,977 )     (496 )     (6,687 )     (966 )
Investment Impairment
          14,600             14,600  
Interest Expense, net
    1,568       2,656       8,636       9,343  
Loss on Retirement of Debt, net
    4,518       1,164       7,861       1,164  
 
                               
 
                               
Income (Loss) Before Income Taxes
    11,109       (36,950 )     26,708       (31,484 )
Provision (Benefit) for Income Taxes
    3,437       (13,805 )     9,684       (11,739 )
Distributions on Mandatorily Redeemable Convertible Trust
                               
Preferred Securities, net of tax
    1,513       1,715       5,500       6,315  
 
                               
 
                               
Income (Loss) from Continuing Operations
  $ 6,159     $ (24,860 )   $ 11,524     $ (26,060 )
Income (Loss) from Discontinued Operations, net of tax
    (1,322 )     14,210       (2,861 )     18,777  
 
                               
 
                               
Income (Loss) Before Cumulative Effect of a Change in
                               
Accounting Principle
  $ 4,837     $ (10,650 )   $ 8,663     $ (7,283 )
Cumulative Effect of a Change in Accounting Principle, net of $1.9 Million Tax Benefit
                      (34,795 )
 
                               
 
                               
Net Income (Loss)
  $ 4,837     $ (10,650 )   $ 8,663     $ (42,078 )
 
                               
 
                               
Earnings Per Share-Basic
                               
Income (Loss) from Continuing Operations
  $ 0.22     $ (0.91 )   $ 0.42     $ (0.96 )
Income (Loss) from Discontinued Operations
    (0.05 )     0.52       (0.10 )     0.69  
 
                               
 
                               
Income (Loss) Before Cumulative Effect of a Change in
                               
Accounting Principle
  $ 0.17     $ (0.39 )   $ 0.32     $ (0.27 )
Cumulative Effect of a Change in Accounting Principle
                      (1.27 )
 
                               
 
                               
Earnings (Loss) Per Share-Basic
  $ 0.17     $ (0.39 )   $ 0.32     $ (1.54 )
 
                               
 
                               
Average Number of Common Shares Outstanding-Basic
    27,742,163       27,355,569       27,743,769       27,291,683  
Earnings Per Share-Diluted
                               
Income (Loss) from Continuing Operations
  $ 0.21     $ (0.91 )   $ 0.41     $ (0.96 )
Income (Loss) from Discontinued Operations
    (0.04 )     0.52       (0.10 )     0.69  
 
                               
 
                               
Income (Loss) Before Cumulative Effect of a Change in
                               
Accounting Principle
  $ 0.17     $ (0.39 )   $ 0.31     $ (0.27 )
Cumulative Effect of a Change in Accounting Principle
                      (1.27 )
 
                               
 
                               
Earnings (Loss) Per Share-Diluted
  $ 0.17     $ (0.39 )   $ 0.31     $ (1.54 )
 
                               
Average Number of Common Shares Outstanding-Diluted
    36,113,260       27,355,569       27,955,865       27,291,683  
Dividends Per Share
  $ .03     $ .03     $ .12     $ .12  

 


 

AGILYSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

                 
    March 31   March 31
(Dollars In Thousands, Except Share and Per Share Data)   2004   2003
ASSETS
               
Current Assets
               
Cash and Cash Equivalents
  $ 149,903     $ 318,543  
Accounts Receivable, net
    295,272       170,708  
Inventories, net
    52,236       48,285  
Other
    11,489       6,981  
Assets of Discontinued Operations
    5,451       43,367  
 
               
Total Current Assets
    514,351       587,884  
Goodwill
    179,975       117,545  
Investments in Affiliated Companies
    18,819       19,592  
Other Assets
    11,396       10,625  
Property and Equipment, net
    35,121       38,237  
 
               
Total Assets
  $ 759,662     $ 773,883  
 
               
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities
               
Accounts Payable
  $ 208,115     $ 139,185  
Other
    39,047       24,118  
Liabilities of Discontinued Operations
    4,006       20,910  
 
               
Total Current Liabilities
    251,168       184,213  
Long-Term Debt
    59,503       130,995  
Deferred Income Taxes
    4,426       7,000  
Other Long-Term Liabilities
    10,150       9,450  
Mandatorily Redeemable Convertible Trust Preferred Securities
    125,425       143,675  
Shareholders’ Equity
    308,990       298,550  
 
               
Total Liabilities and Shareholders’ Equity
  $ 759,662     $ 773,883  
 
               

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