EX-99.1 2 l26393aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
(AGILYSYS LOGO)
FOR IMMEDIATE RELEASE
Agilysys Reports Unaudited Fiscal 2007 Fourth-Quarter and Full-Year Results
Reflecting Divestiture of Distribution Business
    Announces Acquisition of Innovativ, Largest U.S. Commercial Reseller of Sun Products
 
    Company to be an $800 Million Solution Provider on a Pro Forma Basis
 
    Fourth-Quarter Sales of $118 Million from Continuing Operations with Gross Margin of 27%
BOCA RATON, Fla. – May 25, 2007 – Agilysys, Inc. (Nasdaq: AGYS), a leading provider of IT solutions, today announced fiscal 2007 unaudited fourth-quarter and full-year results for the periods ended March 31, 2007.
Strategic Transformation
As previously announced, on March 31, 2007 Agilysys closed the sale of its KeyLink Systems Distribution Business assets to Arrow Electronics, Inc. for $485 million in cash, subject to a working capital adjustment, to focus exclusively on growing its IT solutions business. For purposes of financial reporting, this business is now treated as discontinued operations in the accompanying unaudited condensed financial statements.
Over the last six months, in addition to the divestiture of KeyLink Systems, Agilysys has announced three acquisitions. These include Visual One Systems, a leading developer and marketer of Microsoft® Windows®-based software for the hospitality industry; Stack Computer, a premier technology integrator with a strong focus in high availability storage infrastructure solutions; and, as announced in a separate news release today, an agreement to acquire Innovativ Systems Design, Inc., the largest U.S. commercial reseller of Sun Microsystems servers and storage products.
Arthur Rhein, chairman, president and chief executive officer of Agilysys, said, “I am extremely pleased with our progress. We have completed our transformation to a business focused solely on selling IT solutions direct to end customers. In addition, we continue to execute our strategic plan, including accelerating growth through acquisitions as a solution provider.”
Acquisition of Innovativ
Agilysys announced today that it has entered a definitive agreement to acquire Innovativ Systems Design. Innovativ is an integrator and value-added reseller of servers, enterprise storage management products and professional services, and has a strong financial services and telecommunications industry presence. This acquisition will further diversify Agilysys’ supplier mix, establish new markets and broaden Agilysys’ customer base. Through the addition of Sun, the acquisition will also expand Agilysys’ offerings to now include four of the most pervasive computer technology suppliers: EMC, HP, IBM and Sun. Over the trailing 12 months ended March 31, 2007, Innovativ generated revenues of approximately $256 million and earnings before interest, taxes, depreciation and amortization (“EBITDA”) in excess of $20 million.
Acquisition of Stack Computer
On April 2, 2007, Agilysys announced the acquisition of Stack Computer, a privately held technology integrator with a strong focus in EMC-based high availability storage infrastructure solutions. Stack’s customers include leading corporations in the financial services, healthcare and manufacturing industries. Strategically, the acquisition provides Agilysys with product solutions and services offerings that significantly enhance its storage and professional services businesses. Stack has annual revenues of

 


 

approximately $55 million. Stack’s product category sales mix consists of approximately 62% hardware, 27% software and 11% services.
Rhein added, “I believe our financial performance, over the last six months in particular, given the level of activity around the divestiture and multiple acquisitions, is quite impressive. This bodes well for the future as we narrow our focus on growing the business and continue to provide increased shareholder value.”
Continuing Operations
The descriptions for fourth-quarter and full-year results reflect financial information for Agilysys continuing operations.
Fiscal 2007 Fourth Quarter: Results from Continuing Operations
Sales for the fourth quarter increased 3% to $118.1 million, compared with $115.1 million in the fourth quarter of fiscal 2006.
Fiscal 2007 fourth-quarter sales of hardware products were $87.7 million. Software sales were $7.8 million. Services sales were $22.6 million.
Gross margin from continuing operations for the fourth quarter increased to 27.0% of sales from 22.3% for the fourth quarter of fiscal 2006.
Selling, general and administrative (SG&A) expenses from continuing operations for the fourth quarter of fiscal 2007 were $37.4 million, or 31.7% of sales, compared with $34.4 million, or 29.9% of sales in the same quarter a year ago. Fiscal 2007 fourth-quarter SG&A expenses include approximately $900,000 related to the company’s acquisition of Visual One Systems as well as legacy overhead costs associated with discontinued operations. Agilysys will realize cost savings in fiscal 2008 based on restructuring of the business.
Loss from continuing operations for the fourth quarter improved $1.0 million to $6.6 million, or 21 cents per share, compared with $7.6 million, or 25 cents per share in the same quarter a year ago.
Fiscal 2007 Full Year: Results from Continuing Operations
For the fiscal year ended March 31, 2007, sales were $474.6 million, an increase of 1.2% over the $469.0 million in sales reported for the prior year.
Full-year sales of hardware products were $348.5 million. Software sales were $33.3 million. Services sales were $92.8 million.
Gross margin was 25.4% of sales, up 2.6 percentage points, from 22.8% in fiscal 2006. SG&A expenses increased to 28.1% of sales, from 26.2% in the prior year. SG&A expenses include legacy overhead costs associated with discontinued operations.
Loss from continuing operations for the fiscal year improved $9.1 million to $11.6 million, or $0.38 per share, compared with a net loss from continuing operations in the previous year of $20.7 million, or $0.69 per share.
Restructuring Credit
Agilysys reported a net $2.5 million restructuring credit for fiscal 2007 fourth-quarter and full-year results. This included a $4.9 million credit resulting from the reversal of previous charge related to 2003 facility exit costs. The credit was partially offset by a restructuring charge of $2.4 million for severance and facility exit costs.
Business Outlook
In January 2007, upon announcing its intention to focus exclusively on selling IT solutions to corporate and public-sector customers, Agilysys established several long-term financial goals, including:

 


 

    Grow sales from approximately $500 million to $1 billion within two years and to $1.5 billion in three years;
 
    Target gross margins in excess of 20% and EBITDA margins of 6% within three years;
 
    While in the near term return on invested capital will be diluted due to acquisitions and legacy costs, the company continues to target long-term return on capital of 15%.
Rhein said, “Following the close of Innovativ and including the recent acquisition of Stack Computer, Agilysys will have pro forma revenues in excess of $800 million, well ahead of our initial expectations.”
For fiscal 2008, the company currently estimates sales to be in the range of $770 million to $790 million. Full-year gross margin is expected to be approximately 23% of sales, with EBITDA margins of approximately 2% to 3% of sales.
Selling, general and administrative expenses are anticipated to be in the range of $170 million to $173 million, including stock option expense of $4.8 million and approximately $6 million in new investments in software development and additional customer-facing employees. Interest income is expected to be approximately $17 million and the company anticipates an effective tax rate of approximately 41.5% for the fiscal year. Based on an estimated 32 million shares outstanding, EPS is expected to be in the range of 40 to 50 cents per share.
Agilysys also expects fiscal 2008 capital expenditures of approximately $5 million and depreciation and amortization of approximately $12 million, subject to finalizing FAS 142 intangible asset analysis on Visual One, Stack and Innovativ.
Conference Call Information
A conference call to discuss the quarterly and full-year results is scheduled for 11 a.m. ET on Friday, May 25, 2007. 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 Friday, May 25, 2007, through midnight ET on Friday, June 8, 2007, accessible by dialing (877) 344-7529 or (412) 317-0088 (passcode #405938).
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 long-term financial goals, anticipated revenue gains, sales volume, margin improvements, cost savings, capital expenditures, depreciation and amortization, 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 and derive performance from 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, 2006. Interested persons can obtain it free at the Securities and Exchange Commission’s Web site, www.sec.gov.
About Agilysys
Agilysys is a leading provider of innovative IT solutions to corporate and public-sector customers, with special expertise in select vertical markets, including retail and hospitality. The company uses technology—including hardware, software and services—to help customers resolve their most complicated IT needs. The company possesses expertise in enterprise architecture and high availability, infrastructure optimization, storage and resource management, and business continuity; and provides industry-specific software, services and expertise to the retail and hospitality markets. Headquartered in Boca Raton, Fla., Agilysys operates extensively throughout North America, with additional sales offices in the United Kingdom and China.
# # #
     
Analysts/Investor Contact:
  Martin Ellis
Executive Vice President, Treasurer and
Chief Financial Officer
Agilysys, Inc.
561-999-8780
martin.ellis@agilysys.com
 
   
Media Contact:
  Julie Young
 
  Director, Corporate Communications
 
  Agilysys, Inc.
 
  440-519-8160
 
  julie.young@agilysys.com

 


 

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
                 
    Three Months Ended March 31  
(In thousands, except share and per share data)   2007     2006  
Net sales
  $ 118,093     $ 115,092  
Cost of goods sold
    86,162       89,410  
 
           
Gross margin
    31,931       25,682  
Operating expenses
               
Selling, general and administrative expenses
    37,431       34,413  
Restructuring (credits) charges
    (2,576 )     216  
 
           
Operating loss
    (2,924 )     (8,947 )
Other (income) expense
               
Other expense (income), net
    4,803       (753 )
Interest (income) expense, net
    (659 )     386  
Loss on redemption of Mandatorily Redeemable Convertible Trust Preferred Securities
           
 
           
Loss before income taxes
    (7,068 )     (8,580 )
Provision for income taxes
    (517 )     (981 )
Distributions on Mandatorily Redeemable Convertible Trust Preferred Securities, net of taxes
           
 
           
Loss from continuing operations
    (6,551 )     (7,599 )
Discontinued operations
               
Income from operations of discontinued components, net of taxes
    11,311       13,579  
Gain on disposal of discontinued component, net of taxes
    195,952        
 
           
Income from discontinued operations
    207,263       13,579  
 
           
Net income
  $ 200,712     $ 5,980  
 
           
 
               
Earnings per share - basic and diluted
               
Loss from continuing operations
  $ (0.21 )   $ (0.25 )
Income from discontinued operations
    6.67       0.45  
 
           
Net income
  $ 6.46     $ 0.20  
 
           
 
               
Weighted average shares outstanding - basic and diluted
    31,052,584       30,357,151  

 


 

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
                 
    Year Ended March 31  
(In thousands, except share and per share data)   2007     2006  
Net sales
  $ 474,570     $ 468,984  
Cost of goods sold
    353,863       362,015  
 
           
Gross margin
    120,707       106,969  
Operating expenses
               
Selling, general and administrative expenses
    133,185       123,058  
Restructuring (credits) charges
    (2,531 )     5,337  
 
           
Operating loss
    (9,947 )     (21,426 )
Other (income) expense
               
Other expense (income), net
    6,025       (1,094 )
Interest (income) expense, net
    (2,402 )     1,618  
Loss on redemption of Mandatorily Redeemable Convertible Trust Preferred Securities
          4,811  
 
           
Loss before income taxes
    (13,570 )     (26,761 )
Provision for income taxes
    (1,935 )     (6,966 )
Distributions on Mandatorily Redeemable Convertible Trust Preferred Securities, net of taxes
          949  
 
           
Loss from continuing operations
    (11,635 )     (20,744 )
Discontinued operations
               
Income from operations of discontinued components, net of taxes
    48,761       48,858  
Gain on disposal of discontinued component, net of taxes
    195,729        
 
           
Income from discontinued operations
    244,490       48,858  
 
           
Net income
  $ 232,855     $ 28,114  
 
           
 
               
Earnings per share - basic and diluted
               
Loss from continuing operations
  $ (0.38 )   $ (0.69 )
Income from discontinued operations
    7.97       1.63  
 
           
Net income
  $ 7.59     $ 0.94  
 
           
 
               
Weighted average shares outstanding - basic and diluted
    30,683,766       29,935,200  

 


 

AGILYSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
                 
    March 31  
(In thousands)   2007     2006  
ASSETS
               
Current assets
               
Cash and cash equivalents
  $ 604,667     $ 147,850  
Accounts receivable, net
    116,735       111,903  
Inventory, net
    9,922       10,045  
Deferred income taxes
    3,092       6,019  
Prepaid expenses and other current assets
    3,494       2,178  
Assets of discontinued operations — current
    206       205,077  
 
           
Total current assets
    738,116       483,072  
Goodwill
    93,197       82,580  
Intangible assets, net
    8,716       11,854  
Investments in affiliated companies
    11,231       18,821  
Other non-current assets
    30,701       25,736  
Property and equipment, net
    17,279       16,351  
Assets of discontinued operations — noncurrent
          123,925  
 
           
Total assets
  $ 899,240     $ 762,339  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities
               
Accounts payable
  $ 84,286     $ 54,152  
Income taxes payable
    134,607       3,690  
Accrued liabilities
    32,189       36,466  
Current portion of long-term debt
    116       59,587  
Liabilities of discontinued operations — current
    162       186,297  
 
           
Total current liabilities
    251,360       340,192  
Other long-term liabilities
    20,813       20,755  
Liabilities of discontinued operations — noncurrent
    223       16,216  
Shareholders’ equity
    626,844       385,176  
 
           
Total liabilities and shareholders’ equity
  $ 899,240     $ 762,339  
 
           

 


 

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
                 
    Year Ended March 31  
(In thousands)   2007     2006  
Operating activities:
               
Net income
  $ 232,855     $ 28,114  
Less: Income from discontinued operations
    (244,490 )     (48,858 )
 
           
Loss from continuing operations
    (11,635 )     (20,744 )
Adjustments to reconcile loss from continuing operations to net cash provided by (used for) operating activities (net of effects from business acquisitions):
               
Investment impairment
    5,892        
Gain on redemption of investment by affiliated company
          (622 )
Loss on redemption of Preferred Securities
          4,811  
Loss on disposal of plant and equipment
    1,501       302  
Depreciation
    1,565       1,822  
Amortization
    6,928       7,572  
Deferred income taxes
    661       (3,469 )
Stock based compensation
    3,619        
Excess tax benefit from exercise of stock options
    (1,854 )      
Changes in working capital:
               
Accounts receivable
    (3,939 )     (15,344 )
Inventory
    122       1,165  
Accounts payable
    30,136       (8,873 )
Accrued liabilities
    124,705       3,479  
Other working capital
    (1,316 )     4,752  
Other
    (2,908 )     (435 )
 
           
Total adjustments
    165,112       (4,840 )
 
           
Net cash provided by (used for) operating activities
    153,477       (25,584 )
 
               
Investing activities:
               
Proceeds from sale of investment in affiliated company
          788  
Purchase of marketable securities
          (6,822 )
Proceeds fom sale of business
    485,000        
Acquisition of business, net of cash acquired
    (10,613 )     (27,964 )
Purchases of property and equipment
    (6,250 )     (3,252 )
Proceeds from escrow settlement
    423        
 
           
Net cash provided by (used for) investing activities
    468,560       (37,250 )
 
               
Financing activities:
               
Redemption of Preferred Securities
          (107,536 )
Principal payment under long-term obligations
    (59,567 )     (286 )
Issuance of common shares
    10,107       5,442  
Excess tax benefit from exercise of stock options
    1,854        
Dividends paid
    (3,675 )     (3,608 )
 
           
Net cash used for financing
    (51,281 )     (105,988 )
 
               
Effect of exchange rate changes on cash
    (97 )     367  
 
           
 
               
Cash flows provided by (used for) continuing operations
    570,659       (168,455 )
Cash flows (used for) provided by discontinued operations
    (113,842 )     74,425  
 
           
Net increase (decrease) in cash
    456,817       (94,030 )
Cash at beginning of year
    147,850       241,880  
 
           
Cash at end of year
  $ 604,667     $ 147,850