AGILYSYS

This Form 8-K/A revises the Company’s Form 8-K dated October 30, 2003, by clarifying the use of a non-GAAP financial measure therein. The clarification regarding the non-GAAP measure is provided under the heading “Certain Non-GAAP Financial Information” under this Item 12 and continues until immediately above the signature block. Only the information and disclosure for the purpose of clarifying the use of the non-GAAP financial measure has been amended. No attempt has been made in this amendment to modify or update other disclosures presented in the original report on the Form 8-K. This Form 8-K/A does not reflect events occurring after the filing of the original Form 8-K or modify or update those disclosures affected by subsequent events. Accordingly, the Form 8-K/A should be read in conjunction with the Company’s filings made subsequent to the filing of the original Form 8-K. Consequently, all other information remains unchanged and reflects the disclosures made at the time of the original filing of the Form 8-K on October 30, 2003.

On October 30, 2003, Agilysys, Inc. issued a press release announcing its earnings for its Fiscal 2004 second quarter ended September 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information contained in this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (GAAP), the Company provides certain non-GAAP financial information relating to operating income, income and income per basic and diluted share, each as adjusted for certain charges and losses that the Company believes impact the comparability of its results of operations. These charges and losses arise out of the prepayment of debt, restructuring activities and the sale of an investment in an affiliated company. Reconciliations of the Company’s non-GAAP financial information to GAAP are set forth in the table below.

The Company believes that such non-GAAP financial information is useful to investors to assist them in assessing and understanding its operating performance and underlying trends in the Company’s business because management considers the charges and losses referred to above to be outside the Company’s core operating results. Management uses this non-GAAP financial information as one of a number of primary indicators for evaluating the Company’s financial and operating performance. In addition, the Company’s Board of Directors uses this non-GAAP financial information in evaluating management performance.

The presentation of this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for, or alternative to, operating income, net income (loss) and net income (loss) per basic and diluted share determined in accordance with GAAP. Analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.


	Three Months Ended						Six Months Ended
	September 30						September 30
(Dollars In Thousands, Except Per Share Data)	2003			2002			2003			2002
Net loss from continuing operations, as reported	$	(3,046	)	$	(2,054	)	$	(3,754	)	$	(3,521	)
Charges for retirement of debt		2,000			—			2,000			—
Restructuring costs		471			—			471			—
Gain on sale of investment		(900	)		—			(900	)		—

Loss from continuing operations, as adjusted	$	(1,475	)	$	(2,054	)	$	(2,183	)	$	(3,521	)


Net loss from continuing operations, per diluted share, as reported	$	(0.11	)	$	(0.08	)	$	(0.13	)	$	(0.12	)
Charge for retirement of debt		0.07			—			0.07			—
Restructuring costs		0.02			—			0.02			—
Gain on sale of investment		(0.02	)		—			(0.02	)		—

Loss from continuing operations, per diluted share, as adjusted	$	(0.04	)	$	(0.08	)	$	(0.06	)	$	(0.12	)

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
Date: July 8, 2004		Executive Vice President, Treasurer and Chief Financial Officer

•

Sales Show Strong Increase of 12.3 Percent Over Last Year and 5 Percent Sequentially

CLEVELAND – October 30, 2003 – Agilysys, Inc. (Nasdaq: AGYS), formerly Pioneer-Standard Electronics, Inc., today announced fiscal 2004 second-quarter sales of $293 million, an increase of 12.3 percent compared with second-quarter sales of $261 million last year. For the quarter ended September 30, 2003, the Company reported a net loss of $3.4 million, or $0.12 per share, compared with net income of $642,000, or $0.02 per share, last year. Included in the fiscal 2004 second-quarter results is a loss from discontinued operations of $333,000 net of tax, or $0.01 per share, related to activities associated with the divestiture of the Company’s electronic components distribution business. In last year’s second quarter, the Company reported income from the same discontinued operations of $2.7 million net of tax, or $0.10 per share.

The 2004 second-quarter loss from continuing operations of $3.0 million, or $0.11 per share, includes charges for retirement of debt, restructuring, and a gain on the sale of an investment. The loss on retirement of debt of $3.4 million ($2.0 million net of tax, or $0.07 per share) relates to the previously announced purchase of an additional $28.5 million of the Company’s 9.5 percent Senior Notes. The restructuring charges of $731,000 ($471,000 net of tax, or $0.02 per share) relate to facilities and other costs associated with the Company’s fiscal 2003 reorganization. In addition, the Company sold its interest in Eurodis Electron PLC during the second quarter and recorded a gain of approximately $900,000, or $0.02 per share on the transaction. On a comparable basis, excluding these items, the loss from continuing operations would have been $0.04 per share, compared with a loss of $0.08 per share last year.

“Typically our second-quarter sales are down from the first quarter, due to the seasonal nature of the business,” said Arthur Rhein, chairman, president, and chief executive officer. “With that in mind, we are very pleased with the strong sales growth of nearly 5 percent over last quarter and 12 percent over last year. This quarter’s performance, coupled with the recent name change and the Kyrus acquisition, demonstrates the aggressive strides we are taking in repositioning the Company as we pursue our plans to grow in the enterprise computer solutions market.”

For the six months ended September 30, 2003, sales were $572.3 million, a 7.2 percent increase from sales of $533.9 million reported for the same period last year. The Company recorded a net loss for the six months of $4.8 million, or $0.17 per share, compared with a loss of $33.3 million, or $1.22 per share last year. In last year’s first half, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” effective April 1, 2003. As a result of this new rule, Agilysys recorded an impairment charge in the first quarter of $34.8 million net of tax, or $1.28 per share, which was recorded as a cumulative effect of change in accounting principle.

Effective September 30, 2003, Agilysys, Inc. acquired Kyrus Corporation, a privately held provider of retail solutions and services, headquartered in Greenville, South Carolina. The purchase price of $28.7 million, including assumption of debt, was funded by cash. Agilysys is now the largest provider of IBM retail store solutions, offering hardware and software products that ensure continuous retail operations, as well as an extensive professional services organization with technology consulting, software customization, staging, implementation, hardware and software maintenance, and 24/7 support service capabilities. Agilysys assumed and retired all of Kyrus’ existing debt of $18.4 million.

Integration of Kyrus’ operations into Agilysys is being executed swiftly. Since the close of the transaction, Kyrus’ inventory has been transferred to Agilysys’ warehouses and all products are now being shipped and billed by Agilysys’ facilities. The supply chain and financial processes have been transitioned to Agilysys’ systems. Headcount overlap is being eliminated and redundant Kyrus facilities will be closed. The integration is expected to be complete by the end of calendar year 2003.

For the fiscal 2004 third quarter ending December 31, 2003 the Company expects sales to increase 45 percent to 50 percent over the fiscal 2004 second-quarter sales of $293 million.

Based on Kyrus’ anticipated annual sales of $130 million, combined with synergies between the two organizations, the acquisition is expected to be accretive to fiscal 2004 earnings per share. Management currently anticipates that Kyrus will add incremental sales of $65 million to $75 million to the balance of fiscal 2004. The acquisition is anticipated to add between $0.05 and $0.07 per share to net income for the fiscal third quarter, and break even in Agilysys’ fiscal fourth quarter, thus reflecting the seasonal nature of its business.

Management currently estimates that sales for fiscal year 2004, including Kyrus operations, will increase between 15 percent and 20 percent compared with sales for fiscal 2003 of $1.2 billion. Gross margins are now expected to be between 12 percent and 12.5 percent of sales for the full year. Operating expenses are anticipated to be between 10 percent and 10.5 percent of sales for fiscal 2004. With the acquisition of Kyrus, the Company’s fiscal 2004 earnings guidance is being updated to $0.16 to $0.20 per share, compared with the Company’s previous guidance of $0.11 to $0.16 per share, issued on July 24, 2003, prior to the Kyrus acquisition.

A conference call to discuss quarterly results is scheduled for 10 a.m. ET on Thursday, October 30, 2003. 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 Thursday, October 30, 2003, through midnight ET on Friday, November 7, 2003, accessible by dialing 1-877-344-7529 or 1-412-858-1440 (account #920 for conference call #329599).

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 statements involve risks and uncertainties and are subject to important factors that 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 the Kyrus acquisition, as well as other acquisitions, strategic alliances, and joint ventures.

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.

Agilysys, Inc. is one of the foremost distributors and premier resellers of enterprise computer solutions from HP, IBM, and Oracle, as well as other leading manufacturers. Agilysys has a proven track record of delivering complex servers, software, storage, and services to resellers and corporate customers across a diverse set of industries. Headquartered in Cleveland, Ohio, Agilysys has sales offices throughout the U.S. and Canada. For more information about Agilysys, visit the Company’s website at www.agilysys.com.


	Three Months Ended						Six Months Ended
	September 30						September 30
(Dollars In Thousands, Except Per Share Data)	2003			2002			2003			2002
Net Sales	$	292,683		$	260,663		$	572,276		$	533,854
Cost of Goods Sold		257,969			225,682			502,635			464,088


Gross margin		34,714			34,981			69,641			69,766
Selling, general and administrative expenses		31,648			33,574			63,319			66,067
Restructuring charges		731			—			1,194			—


Operating Income		2,335			1,407			5,128			3,699
Other (Income) Expense
Other income, net		(603	)		(33	)		(550	)		(59	)
Interest expense, net		2,415			1,967			4,853			4,153
Loss on retirement of debt		3,365			—			2,631			—


Income (Loss) Before Income Taxes		(2,842	)		(527	)		(1,806	)		(395	)
Provision (benefit) for income taxes		(1,133	)		(35	)		(719	)		—
Distributions on mandatorily redeemable convertible trust preferred securities, net of tax		1,337			1,562			2,667			3,126


Income (Loss) from Continuing Operations		(3,046	)		(2,054	)		(3,754	)		(3,521	)
Income (Loss) from Discontinued Operations, net of tax		(333	)		2,696			(1,082	)		4,993


Income (Loss) Before Cumulative Effect of Change in Accounting Principle	$	(3,379	)	$	642		$	(4,836	)	$	1,472
Cumulative Effect of Change in Accounting Principle, net of tax		—			—			—			(34,795	)

Net Income (Loss)	$	(3,379	)	$	642		$	(4,836	)	$	(33,323	)


Per Share Data:
Basic and Diluted:
Income (Loss) from Continuing Operations	$	(0.11	)	$	(0.08	)	$	(0.13	)	$	(0.12	)
Income (Loss) from Discontinued Operations		(0.01	)		0.10			(0.04	)		0.18


Income (Loss) Before Cumulative Effect of Change in Accounting Principle	$	(0.12	)	$	0.02		$	(0.17	)	$	0.06
Cumulative Effect of Change in Accounting Principle		—			—			—			(1.28	)


Net Income (Loss)	$	(0.12	)	$	0.02		$	(0.17	)	$	(1.22	)


Dividends Per Share	$	.03		$	.03		$	.06		$	.06
Weighted Average Shares Outstanding:
Basic and Diluted (A)		27,440,618			27,291,483			27,745,375			26,260,363

(A) No variance in weighted average shares outstanding due to the anti-dilutive effect on earnings per share.

AGILYSYS, INC.
CONDENSED BALANCE SHEETS
(Dollars in thousands)
(Amounts at September 30, 2003 are Unaudited)


	September 30		March 31
(Dollars In Thousands, Except Share Data)	2003		2003
Assets
Current Assets
Cash and cash equivalents	$	216,123	$	318,543
Accounts receivable, net		238,452		170,708
Inventories, net		54,987		48,285
Prepaid expenses		1,820		737
Deferred income tax		6,598		6,244
Assets of discontinued operations		24,415		43,367


Total current assets		542,395		587,884
Goodwill and Other Assets		178,011		147,762
Property & Equipment, net		36,394		38,237

Total Assets	$	756,800	$	773,883


Liabilities & Shareholders’ Equity

Current Liabilities
Accounts payable	$	175,115	$	139,185
Other		26,121		24,118
Liabilities of discontinued operations		8,332		20,910


Total current liabilities		209,568		184,213
Long-Term Debt		102,686		130,995
Other Long-Term Liabilities		23,343		16,450
Mandatorily Redeemable Convertible Trust Preferred Securities		125,425		143,675
Shareholders’ Equity		295,778		298,550

Total Liabilities and Shareholders’ Equity	$	756,800	$	773,883

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Ohio	(000-5734)	34-0907152

(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification 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


Exhibit No.		Description
99.1		Press Release issued by Agilysys, Inc., dated October 30, 2003, announcing the Company’s Fiscal 2004 second quarter results.


For more information contact:		Martin Ellis
		Executive Vice President, Corporate Development
		Agilysys, Inc.
		440-720-8682