8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: November 2, 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 Number)	(IRS Employer Identification No.)
incorporation)

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

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1 PRESS RELEASE

Item 2.02  Results of Operations and Financial Condition; and

Item 7.01  Regulation FD Disclosure

On November 2, 2004 Agilysys, Inc. issued a press release announcing its earnings for the second quarter ended September 30, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits

99.1 Press release issued by Agilysys, Inc. dated November 2, 2004, announcing the Company’s earnings for the second quarter ended September 30, 2004.

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: November 2, 2004

Exhibit Index

Exhibit Number	Description
99.1	Press release issued by Agilysys, Inc. dated November 2, 2004, announcing its earnings for the second quarter ended September 30, 2004.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AGILYSYS, INC. REPORTS FISCAL 2005 SECOND-QUARTER RESULTS

• Sales of $364 million Increase 25 Percent over Last Year’s Second Quarter

• Net Income of $0.13 Per Diluted Share

CLEVELAND – November 2, 2004 – Agilysys, Inc. (Nasdaq: AGYS), a leading provider of enterprise computer technology solutions, today announced its fiscal 2005 second-quarter and first half results for the period ended September 30, 2004. For the quarter, the company’s sales increased 25 percent to $364.4 million compared with $292.7 million for the second quarter last year. Gross margin rose to 13.3 percent of sales from 11.9 percent in the prior year. Net income for the quarter was $3.7 million, or $0.13 per diluted share, compared with a net loss of $3.4 million, or a loss of $0.12 per diluted share in the second quarter last year.

Arthur Rhein, chairman, president and chief executive officer of Agilysys, said, “Agilysys continues to have strong performance across all areas of its business. In addition, the acquisitions we made last year are contributing to our results, particularly by improving gross margins.”

Rhein also said, “Solid execution driving continued market share gains are expected to result in the company achieving its previously announced fiscal year sales and earnings expectations.”

Six Months Results
For the six months ended September 30, 2004, sales were $751.1 million, a 31.2 percent increase over sales of $572.3 million reported for the same period last year. The company recorded net income for the six months of $7.6 million, or $0.27 per diluted share, compared with a loss of $4.8 million, or $0.17 per diluted share last year.

Fiscal 2005 Business Outlook
Agilysys said based on current business trends it is maintaining previous guidance of sales growth between 20 and 25 percent over fiscal 2004 sales of $1.4 billion. Full-year gross margin is expected to be in the range of 12.8 to 13.1 percent of sales.

Selling, general and administrative expenses are anticipated to be approximately 9.5 percent of sales for fiscal 2005. Net income expectations for the full fiscal year remain in the range of $0.83 to $0.93 per diluted share.

Agilysys also said it expects to incur fiscal 2005 capital expenditures of approximately $2.0 million, depreciation and amortization of approximately $11.7 million and interest expense, net of interest income, of approximately $4.5 million, assuming no additional retirement of its Senior Notes.

Conference Call Information
A conference call to discuss the quarterly results is scheduled for 11 a.m. ET on Tuesday, November 2, 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 1 p.m. ET on Tuesday, November 2, 2004, through midnight ET on Tuesday, November 9, 2004, accessible by dialing 877-344-7529 or 412-858-1440 (event code #831 and passcode #357197).

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, 2004. 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
(Unaudited)

	Three Months Ended						Six Months Ended
(In Thousands, Except Share and Per Share Data)	September 30						September 30
	2004			2003			2004			2003
Net Sales	$	364,410		$	292,683		$	751,082		$	572,276
Cost of Goods Sold		316,070			257,969			654,077			502,635
Gross Margin		48,340			34,714			97,005			69,641
Operating Expenses
Selling, General, and Administrative		39,228			31,728			78,178			63,374
Restructuring Charges		112			731			301			1,194
Operating Income		9,000			2,255			18,526			5,073
Other (Income) Expense
Other (Income) Expense, net		(187	)		(603	)		(426	)		(550	)
Interest Expense, net		880			2,335			2,169			4,798
Loss on Retirement of Debt		—			3,365			—			2,631
Income (Loss) Before Income Taxes		8,307			(2,842	)		16,783			(1,806	)
Provision for Income Taxes		3,119			(1,133	)		6,221			(719	)
Distributions on Mandatorily Redeemable Convertible
Trust Preferred Securities, net of Tax		1,351			1,337			2,711			2,667
Income (Loss) from Continuing Operations		3,837			(3,046	)		7,851			(3,754	)
Loss from Discontinued Operations, net of Tax		96			333			260			1,082
Net Income (Loss)	$	3,741		$	(3,379	)	$	7,591		$	(4,836	)
Earnings (Loss) Per Share – Basic and Diluted
Income (Loss) from Continuing Operations	$	0.13		$	(0.11	)	$	0.28		$	(0.13	)
Loss from Discontinued Operations		—			(0.01	)		(0.01	)		(0.04	)
Net Income (Loss)	$	0.13		$	(0.12	)	$	0.27		$	(0.17	)
Weighted Average Shares Outstanding
Basic		28,056,172			27,440,618			28,035,555			27,745,375
Diluted		28,881,520			27,440,618			28,538,317			27,745,375
Cash Dividends Per Share	$	0.03		$	0.03		$	0.06		$	0.06

AGILYSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts at September 30, 2004 are Unaudited)

(In Thousands)	September 30		March 31
	2004		2004
ASSETS
Current Assets
Cash and Cash Equivalents	$	209,363	$	149,903
Accounts Receivable, net		250,371		295,272
Inventories, net		53,300		52,236
Deferred Income Taxes		16,455		9,255
Prepaid Expenses		2,169		2,234
Assets of Discontinued Operations		1,078		5,451
Total Current Assets		532,736		514,351
Goodwill and Intangible Assets		180,464		179,975
Investments		19,942		18,819
Other Assets		19,056		11,396
Property and Equipment, net		32,936		35,121
Total Assets	$	785,134	$	759,662
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	214,550	$	208,115
Accrued Liabilities		39,743		39,047
Liabilities of Discontinued Operations		3,630		4,006
Total Current Liabilities		257,923		251,168
Long-Term Debt		59,723		59,503
Deferred Income Taxes		12,764		4,426
Other Liabilities		10,236		10,150
Mandatorily Redeemable Convertible Trust Preferred Securities		125,425		125,425
Shareholders’ Equity		319,063		308,990
Total Liabilities and Shareholders’ Equity	$	785,134	$	759,662