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: February 9, 2005
(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 incorporation)	(Commission File Number)	(IRS 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

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

	Item 2.02 Results of Operations and Financial Condition; and
	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
Exhibit Index

Item 2.02 Results of Operations and Financial Condition; and

Item 7.01 Regulation FD Disclosure

On February 9, 2005 Agilysys, Inc. issued a press release announcing its earnings for the third quarter ended December 31, 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 February 9, 2005, announcing the Company’s earnings for the third quarter ended December 31, 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: February 9, 2005

Exhibit Index

Exhibit Number	Description
99.1	Press release issued by Agilysys, Inc. dated February 9, 2005, announcing its earnings for the third quarter ended December 31, 2004.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AGILYSYS, INC. REPORTS FISCAL 2005 THIRD-QUARTER RESULTS

•   Sales of $516 Million Increase 12 Percent Year Over Year

•   Net Income Increases 64 Percent to $14.2 million

•   Earnings Per Share of $0.42 versus $0.28 Last Year

CLEVELAND — February 9, 2005 — Agilysys, Inc. (Nasdaq: AGYS), a leading provider of enterprise computer technology solutions, today announced its fiscal 2005 third-quarter and nine months results for the period ended December 31, 2004. For the quarter, the company’s sales increased 12 percent to $515.7 million compared with $459.4 million for the third quarter last year. Gross margin was 12.8 percent of sales versus 12.9 percent in the prior year. Net income for the quarter was $14.2 million, or $0.42 per share, compared with net income of $8.7 million, or $0.28 per share in the third quarter last year.

Arthur Rhein, chairman, president and chief executive officer of Agilysys, said, “Agilysys continued its strong performance in our highest-volume quarter with solid execution across the entire business.”

Nine Months Results
For the nine months ended December 31, 2004, sales were $1.27 billion, a 23 percent increase over sales of $1.03 billion reported for the same period last year. The company recorded net income for the nine months of $21.8 million, or $0.70 per share, compared with net income of $3.8 million, or $0.14 per share last year.

Update on Fiscal 2005 Business Outlook
Agilysys said based on current business trends it expects fiscal 2005 sales growth to be approximately 20 percent. Full-year gross margin is expected to be approximately 13 percent of sales, with increased operating leverage resulting in earnings per share of $0.90 to $0.93.

Agilysys also said it expects to incur fiscal 2005 capital expenditures of approximately $2.0 million, depreciation and amortization of approximately $11.3 million and interest expense, net of interest income, of approximately $3.5 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 Wednesday, February 9, 2005. 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 2 p.m. ET on Wednesday, February 9, 2005 through midnight ET on Wednesday, February 16, 2005, accessible by dialing 877-344-7529 or 412-858-1440 (event code #529 and passcode #364381).

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						Nine Months Ended
	December 31						December 31
(In Thousands, Except Share and Per Share Data)	2004			2003			2004			2003
Net Sales	$	515,684		$	459,363		$	1,266,766		$	1,031,639
Cost of Goods Sold		449,880			399,937			1,103,956			902,572
Gross Margin		65,804			59,426			162,810			129,067
Operating Expenses
Selling, General, and Administrative		39,702			38,497			117,880			101,871
Restructuring Charges		107			860			408			2,054
Operating Income		25,995			20,069			44,522			25,142
Other (Income) Expense
Other Income, net		(156	)		(160	)		(582	)		(710	)
Interest Expense, net		678			2,111			2,848			6,909
Loss on Retirement of Debt		—			712			—			3,343
Income Before Income Taxes		25,473			17,406			42,256			15,600
Provision for Income Taxes		9,637			6,967			15,859			6,248
Distributions on Mandatorily Redeemable Convertible Trust Preferred Securities, net of Tax		1,378			1,319			4,089			3,986
Income from Continuing Operations		14,458			9,120			22,308			5,366
Loss from Discontinued Operations, net of Tax		229			458			489			1,540
Net Income	$	14,229		$	8,662		$	21,819		$	3,826
Earnings Per Share — Basic
Income from Continuing Operations	$	0.51		$	0.33		$	0.80		$	0.19
Loss from Discontinued Operations		—			(0.02	)		(0.02	)		(0.05	)
Net Income	$	0.51		$	0.31		$	0.78		$	0.14
Earnings Per Share — Diluted
Income from Continuing Operations	$	0.42		$	0.29		$	0.72		$	0.19
Loss from Discontinued Operations		—			(0.01	)		(0.02	)		(0.05	)
Net Income	$	0.42		$	0.28		$	0.70		$	0.14
Weighted Average Shares Outstanding
Basic		28,119,460			27,742,163			28,057,571			27,744,300
Diluted		37,269,747			36,255,843			36,825,936			28,214,590
Cash Dividends Per Share	$	0.03		$	0.03		$	0.09		$	0.09

AGILYSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts at December 31, 2004 are Unaudited)

	December 31		March 31
(In Thousands)	2004		2004
ASSETS
Current Assets
Cash and Cash Equivalents	$	212,049	$	149,903
Accounts Receivable, net		372,071		295,272
Inventories, net		54,345		52,236
Deferred Income Taxes		17,285		9,255
Prepaid Expenses		2,151		2,234
Assets of Discontinued Operations		1,122		5,451
Total Current Assets		659,023		514,351
Goodwill and Intangible Assets, net		180,114		179,975
Investments		18,506		18,819
Other Assets		18,582		11,396
Property and Equipment, net		31,631		35,121
Total Assets	$	907,856	$	759,662
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	310,508	$	208,115
Accrued Liabilities		50,805		39,047
Liabilities of Discontinued Operations		3,585		4,006
Total Current Liabilities		364,898		251,168
Long-Term Debt		59,568		59,503
Deferred Income Taxes		13,283		4,426
Other Liabilities		10,867		10,150
Mandatorily Redeemable Convertible Trust Preferred Securities		125,325		125,425
Shareholders’ Equity		333,915		308,990
Total Liabilities and Shareholders’ Equity	$	907,856	$	759,662