AGILYSYS, INC. 10-Q

-----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, CkY0Bqx6MsWP6hn4koqTqPaiRm9wHav0zSfqy4d2T6t/59jNd9CbQjgfZ+l8BqZ8 5bHUnB/1IUSqNW6AFwRMWw== 0000950152-07-008524.txt : 20071102 0000950152-07-008524.hdr.sgml : 20071102 20071102154222 ACCESSION NUMBER: 0000950152-07-008524 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071102 DATE AS OF CHANGE: 20071102 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 071210507 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 10-Q 1 l28573ae10vq.htm AGILYSYS, INC. 10-Q AGILYSYS, INC. 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 0-5734

AGILYSYS, INC.

(Exact name of registrant as specified in its charter)


Ohio		34-0907152

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


2255 Glades Road, Suite 301E, Boca Raton, Florida		33431

(Address of principal executive offices)		(ZIP Code)

(561) 999-8700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of Common Shares of the registrant outstanding as of October 26, 2007 was 26,390,625.

AGILYSYS, INC.

Index


Part I.	Financial Information

	Item 1	Financial Statements

		Condensed Consolidated Statements of Operations — Three and Six-Months

		Ended September 30, 2007 and 2006 (Unaudited)

		Condensed Consolidated Balance Sheets — September 30, 2007 (Unaudited) and March 31, 2007

		Condensed Consolidated Statements of Cash Flows — Six-Months Ended September 30, 2007 and 2006 (Unaudited)

		Notes to Condensed Consolidated Financial Statements — September 30, 2007 (Unaudited)

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Item 3	Quantitative and Qualitative Disclosures About Market Risk

	Item 4	Controls and Procedures

Part II.	Other Information

	Item 1	Legal Proceedings

	Item 1A	Risk Factors

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds

	Item 3	Defaults Upon Senior Securities

	Item 4	Submission of Matters to a Vote of Security Holders

	Item 5	Other Information

	Item 6	Exhibits

Signatures
EX-3.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	Three Months Ended						Six Months Ended
	September 30						September 30
(In thousands, except share and per share data)	2007			2006			2007			2006
Net sales
Products	$	161,507		$	71,319		$	264,909		$	154,640
Services		34,724			26,615			59,685			50,359

Total net sales		196,231			97,934			324,594			204,999
Cost of goods sold
Products		141,072			67,557			231,518			140,033
Services		12,346			5,859			17,947			11,699

Total cost of goods sold		153,418			73,416			249,465			151,732

Gross margin		42,813			24,518			75,129			53,267
Operating expenses
Selling, general and administrative expenses		46,358			31,520			83,981			62,884
Restructuring charges (credits)		5			(44	)		31			(78	)

Operating loss		(3,550	)		(6,958	)		(8,883	)		(9,539	)
Other expenses (income)
Other expense (income), net		260			83			(920	)		894
Interest income		(3,654	)		(1,209	)		(10,651	)		(2,782	)
Interest expense		204			574			434			2,018

Income (loss) before income taxes		(360	)		(6,406	)		2,254			(9,669	)
Income tax benefit		1,784			1,598			1,827			2,077

Income (loss) from continuing operations		1,424			(4,808	)		4,081			(7,592	)
Income from discontinued operations, net of taxes of $1,107 and $5,579 for the three-months ended September 30, 2007 and 2006, respectively and $1,068 and $10,790 for the six-months ended September 30, 2007, and 2006, respectively		2,016			10,300			1,951			19,835

Net income	$	3,440		$	5,492		$	6,032		$	12,243


Earnings per share — basic and diluted
Income (loss) from continuing operations	$	0.05		$	(0.16	)	$	0.13		$	(0.25	)
Income from discontinued operations		0.06			0.34			0.06			0.65

Net income	$	0.11		$	0.18		$	0.19		$	0.40


Weighted average shares outstanding
Basic		31,283,478			30,565,749			31,333,014			30,545,366
Diluted		31,915,716			30,565,749			32,106,268			30,545,366

Cash dividends per share	$	0.03		$	0.03		$	0.06		$	0.06

See accompanying notes to condensed consolidated financial statements.

AGILYSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts at September 30, 2007 are unaudited)


	September 30			March 31
(In thousands)	2007			2007
ASSETS
Current assets Cash and cash equivalents	$	167,816		$	604,667
Accounts receivable, net		172,171			116,735
Inventories, net		16,480			9,922
Deferred income taxes		3,821			3,092
Prepaid expenses and other current assets		5,464			3,494
Assets of discontinued operations — current		174			206

Total current assets		365,926			738,116
Goodwill		280,785			93,197
Intangible assets, net		29,122			8,716
Investments in affiliated companies		6,903			11,231
Other non-current assets		25,818			30,701
Property and equipment, net		26,231			17,279

Total assets	$	734,785		$	899,240


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	119,771		$	84,286
Income taxes payable		—			134,607
Accrued and other current liabilities		38,886			32,305
Liabilities of discontinued operations — current		914			162

Total current liabilities		159,571			251,360
Other non-current liabilities		28,028			20,813
Liabilities of discontinued operations — noncurrent		141			223
Shareholders’ equity
Common shares		9,366			9,333
Treasury shares		(1,397	)		(10	)
Capital in excess of stated value		48,626			129,750
Retained earnings		490,695			489,435
Accumulated other comprehensive loss		(245	)		(1,664	)

Total shareholders’ equity		547,045			626,844

Total liabilities and shareholders’ equity	$	734,785		$	899,240

See accompanying notes to condensed consolidated financial statements.

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	Six Months Ended
	September 30
(In thousands)	2007			2006
Operating activities:
Net income	$	6,032		$	12,243
Less: Income from discontinued operations		(1,951	)		(19,835	)

Income (loss) from continuing operations		4,081			(7,592	)
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities (net of effects from business acquisitions):
Gain on redemption of investment in affiliated company		(1,330	)		—
Loss on disposal of property and equipment		—			373
Depreciation		1,184			819
Amortization		4,060			3,268
Deferred income taxes		(456	)		3,464
Stock based compensation		3,219			1,413
Excess tax benefit from exercise of stock options		(97	)		(44	)
Changes in working capital:
Accounts receivable		26,529			29,345
Inventories		3,454			973
Accounts payable		(31,746	)		(14,879	)
Accrued liabilities		(16,362	)		(9,981	)
Income taxes payable		(134,671	)		(687	)
Other changes, net		721			(672	)
Other non-cash adjustments		(1,096	)		(289	)

Total adjustments		(146,591	)		13,103

Net cash (used for) provided by operating activities		(142,510	)		5,511

Investing activities:
Proceeds from redemption of investment in affiliated company		4,770			—
Acquisition of businesses, net of cash acquired		(212,752	)		—
Proceeds from escrow settlement		—			423
Purchase of property and equipment		(3,702	)		(1,353	)

Net cash used for investing activities		(211,684	)		(930	)

Financing activities:
Purchase of treasury shares		(86,087	)		—
Dividends paid		(1,884	)		(1,833	)
Issuance of common shares		1,447			778
Principal payment under long term obligations		(171	)		(59,481	)
Excess tax benefit from exercise of stock options		97			44

Net cash used for financing activities		(86,598	)		(60,492	)

Effect of exchange rate changes on cash		1,289			111

Cash flows used for continuing operations		(439,503	)		(55,800	)
Cash flows of discontinued operations
Operating cash flows		2,652			3,620
Investing cash flows		—			60

Net decrease in cash		(436,851	)		(52,120	)
Cash at beginning of period		604,667			147,850

Cash at end of period	$	167,816		$	95,730

See accompanying notes to condensed consolidated financial statements.

AGILYSYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Table amounts in thousands, except per share data)

1. Financial Statement Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Agilysys, Inc. and its subsidiaries (the “company”). Investments in affiliated companies are accounted for by the equity and cost method, as appropriate, under U.S. generally accepted accounting principles (“GAAP”). All inter-company accounts have been eliminated. The company’s fiscal year ends on March 31. References to a particular year refer to the fiscal year ending in March of that year. For example, 2008 refers to the fiscal year ending March 31, 2008.

The unaudited interim financial statements of the company are prepared in accordance with GAAP for interim financial information and pursuant to the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Article 10 of Regulation S-X under the Exchange Act. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements.

The condensed consolidated balance sheet as of September 30, 2007, as well as the condensed consolidated statements of operations and condensed consolidated statements of cash flows for the three and six months ended September 30, 2007 and 2006 have been prepared by the company without audit. However, the financial statements have been prepared on the same basis as those in the audited annual financial statements. In the opinion of management, all adjustments necessary to fairly present the results of operations, financial position, and cash flows have been made. Such adjustments were of a normal recurring nature.

The company experiences a disproportionately large percentage of quarterly sales in the last month of its fiscal quarters. In addition, the company experiences a seasonal increase in sales during its fiscal third quarter ending in December. Accordingly, the results of operations for the three and six months ended September 30, 2007 are not necessarily indicative of the operating results for the full fiscal year or any future period.

Reclassifications

Certain amounts in the prior periods condensed consolidated financial statements have been reclassified to conform to the current period’s presentation, primarily to reflect the results of the KeyLink Systems Distribution Business as discontinued operations (see note 4).

2. Summary of Significant Accounting Policies

A detailed description of the company’s significant accounting policies can be found in the audited financial statements for the fiscal year ended March 31, 2007, included in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. There have been no material changes in the company’s significant accounting policies and estimates from those disclosed therein other than the company’s accounting for income tax uncertainties, as discussed below.

Recently Issued Accounting Standards.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115 (“Statement 159”). Statement 159 allows measurement at fair value of eligible financial assets and liabilities that are not otherwise measured at fair value. If the fair value option for an eligible item is elected, unrealized gains and losses for that item will be reported in current earnings at each subsequent reporting date. Statement 159 also establishes presentation and disclosure requirements designed to draw comparison between the different measurement attributes the company elects for similar types of assets and liabilities. Statement 159 is effective for fiscal years beginning after November 15, 2007, or fiscal 2009 for the company. The company is currently evaluating the impact that statement 159 will have on its financial position, results of operations and cash flows.

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (“Statement 157”). Statement 157 provides a single definition of fair value, a framework for measuring fair value, and expanded disclosures concerning fair value. Previously, different definitions of fair value were contained in various accounting pronouncements creating inconsistencies in measurement and disclosures. Statement 157 applies under those previously issued pronouncements that prescribe fair value as the relevant measure of value, except SFAS No. 123R and related interpretations and pronouncements that require or permit measurement similar to fair value but are not intended to measure fair value. Statement 157 is effective for fiscal years beginning after November 15, 2007, or fiscal 2009 for the company. The company is currently evaluating the impact that statement 157 will have on its financial position, results of operations and cash flows.

Effective April 1, 2007, the company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As a result of the implementation of FIN 48, the company recognized approximately $2.9 million increase in the liability for unrecognized tax benefits, which was accounted for as a reduction to the April 1, 2007 balance of retained earnings. At April 1, 2007 (the adoption date of FIN 48), the company had a liability for unrecognized tax benefits of $6.6 million. Approximately $6.2 million of this, if recognized, would favorably affect the company’s effective tax rate.

In connection with business acquisitions made during the current year, the company has assumed liabilities for unrecognized tax benefits of $1.6 million.

Approximately $1.7 million and $2.8 million of unrecognized tax benefits were recognized during the three and six months ended September 30, 2007, respectively, for effective settlement with tax authorities in certain jurisdictions.

The company recognizes interest accrued on any unrecognized tax benefits as a component of income tax expense. Penalties are recognized as a component of selling, general and administrative expenses. The company recognized $79,000 of interest and penalty benefit and $34,000 of interest and penalty expense related to unrecognized tax benefits during the three and six months ended September 30, 2007. The company had approximately $1.0 million for the payment of interest and penalties accrued at September 30, 2007.

The company anticipates the completion of a state income tax audit in the next 12 months which could reduce the accrual for unrecognized tax benefits by $0.2 million. The company believes that, other than the changes noted above, it is impractical to determine the positions for which it is reasonably possible that the total of uncertain tax benefits will significantly increase or decrease in the next twelve months.

The company is currently under audit by the Internal Revenue Service (“IRS”) for 2005 and 2006. The company is also being audited by multiple state taxing jurisdictions. In material jurisdictions, the company has tax years open back to and including 1998.

3. Recent Acquisitions

In accordance with FASB Statement No. 141, Business Combinations, the company allocates the cost of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the cost over the fair value of the net assets acquired is recorded as goodwill.

2008 Acquisitions

Innovative Systems Design, Inc.

On July 2, 2007, the company acquired all of the shares of Innovative Systems Design, Inc. (“Innovativ”), the largest U.S. commercial reseller of Sun Microsystems servers and storage products. Accordingly, the results of operations for Innovativ have been included in the accompanying condensed consolidated financial statements from that date forward. Innovativ is an integrator and solution provider of servers, enterprise storage management products and professional services. The acquisition of Innovativ establishes a new and significant relationship between Sun Microsystems and the company. Innovativ was acquired for a total cost of $108.6 million. Additionally, the company will pay an earn-out of two dollars for every dollar of earnings before interest, taxes, depreciation, and amortization, or EBITDA, greater than $50.0 million in cumulative EBITDA over the first two years after consummation of the acquisition. The earn-out will be limited to a maximum payout of $90.0 million.

Based on management’s preliminary allocation of the acquisition cost to the net assets acquired, approximately $92.1 million has been assigned to goodwill. However, management is still in the process of assessing the fair value of certain acquired assets, including intangible assets, and expects to complete this analysis within one year. Accordingly, allocation of the acquisition cost is subject to modification in the future. Goodwill resulting from the Innovativ acquisition will be deductible for income tax purposes.

InfoGenesis

On June 18, 2007, the company acquired all of the shares of IG Management Company, Inc. and its wholly-owned subsidiaries, InfoGenesis and InfoGenesis Asia Limited (collectively, “InfoGenesis”), an independent software vendor and solution provider to the hospitality market. Accordingly, the results of operations for InfoGenesis have been included in the accompanying condensed consolidated financial statements from that date forward. InfoGenesis offers enterprise-class point-of-sale solutions that provide end users a highly intuitive, secure and easy way to process customer transactions across multiple departments or locations, including comprehensive corporate and store reporting. InfoGenesis has a significant presence in casinos, hotels and resorts, cruise lines, stadiums and foodservice. The acquisition will provide the company a complementary offering that will extend its reach into new segments of the hospitality market, broaden its customer base and increase its software application offerings. InfoGenesis was acquired for a total acquisition cost of $90.7 million.

Based on management’s preliminary allocation of the acquisition cost to the net assets acquired, approximately $75.2 million has been assigned to goodwill. InfoGenesis had intangible assets with a net book value of $18.3 million as of the acquisition date, which were included in the acquired net assets to determine goodwill. Management is in the process of evaluating the acquired intangible assets, including an evaluation of additional intangible assets not previously recognized by InfoGenesis, and determining the appropriate fair value. Management expects to complete this analysis within one year. Accordingly, allocation of the acquisition cost is subject to modification in the future. Goodwill resulting from the InfoGenesis acquisition will not be deductible for income tax purposes.

Pro Forma Disclosure of Financial Information

The following table summarizes the company’s unaudited consolidated results of operations as if the InfoGenesis and Innovativ acquisitions occurred on April 1:


	Three Months Ended			Six Months Ended
	September 30			September 30
	2006			2007		2006
Net Sales	$	162,258		$	405,528	$	360,381

Income (loss) from continuing operations		(2,926	)		5,534		92
Net income		5,154			7,496		17,510
Earnings per share — basic
Income (loss) from continuing operations		(0.10	)		0.18		—
Net income		0.17			0.24		0.57
Earnings per share —diluted
Income (loss) from continuing operations		(0.10	)		0.17		—
Net income		0.17			0.23		0.57

Pro forma disclosures for the three months ended September 30, 2007 are not presented because the operating results of InfoGenesis and Innovativ are already recognized in the condensed consolidated statement of operations.

Stack Computer

On April 2, 2007, the company acquired all of the shares of Stack Computer, Inc. (“Stack”), a premier technology integrator with a strong focus on high availability storage infrastructure solutions. Accordingly, the results of operations for Stack have been included in the accompanying condensed consolidated financial statements from that date forward. Stack’s customers include leading corporations in the financial services, healthcare and manufacturing industries. Stack also operates a highly sophisticated solution center, which is used to emulate customer IT environments, train staff and evaluate technology. The acquisition of Stack strategically provides the company with product solutions and services offerings that significantly enhance its existing storage and professional services business. Stack was acquired for a total acquisition cost of $26.9 million.

Based on management’s preliminary allocation of the acquisition cost to the net assets acquired, approximately $25.0 million has been assigned to goodwill. The company is currently assessing the fair value of the acquired net assets, including intangible assets. Management expects to complete this analysis within one year. Accordingly, allocation of the acquisition cost is subject to modification in the future. Goodwill resulting from the Stack acquisition will be deductible for income tax purposes.

2007 Acquisition

Visual One Systems Corporation

On January 23, 2007, the company acquired all the shares of Visual One Systems Corporation (“Visual One Systems”), a leading developer and marketer of Microsoft^{^®}Windows^{^®}-based software for the hospitality industry. Accordingly, the results of operations for Visual One Systems have been included in the accompanying condensed consolidated financial statements from that date forward. The acquisition provides the company additional expertise around the development, marketing and sale of software applications for the hospitality industry, including property management, condominium, golf course, spa, point-of-sale, and sales and catering management applications. Visual One Systems customers include well-known North American and international full-service hotels, resorts, conference centers and condominiums of all sizes. The aggregate acquisition cost was $14.3 million. Based on management’s allocation of the acquisition cost to the net assets acquired, approximately $7.0 million has been assigned to goodwill. Goodwill resulting from the Visual One Systems acquisition will not be deductible for income tax purposes.

During the quarter ended September 30, 2007, management assigned $4.9 million of the acquisition cost to identifiable intangible assets as follows: $3.8 million to developed technology, which will be amortized over 6 years using the straight-line amortization method; $0.6 million to non-compete agreements, which will be amortized over 8 years using the straight-line amortization method; and $0.5 million to customer relationships, which will be amortized over 5 years using an accelerated amortization method. The cumulative amortization expense of $0.7 million relating to the identified intangible assets from the acquisition date through September 30, 2007 was recognized during the second quarter of 2008.

4. Discontinued Operations

Sale of Assets and Operations of KeyLink Systems Distribution Business

On March 31, 2007, the company sold the assets and operations of its KeyLink Systems Distribution Business (“KSG”) for $485.0 million in cash, subject to a working capital adjustment. During the current quarter, the final working capital adjustment of $10.8 million was settled and paid. Through the sale of KSG, the company exited all distribution-related businesses and now sells solely directly to end-user customers. By monetizing the value of KSG, the company significantly increased its financial flexibility and intends to redeploy the proceeds to accelerate the growth of its ongoing business both organically and through acquisition. The sale of KSG represented a disposal of a component of an entity. As such, the operating results of KSG have been reported as a component of discontinued operations.

The income from discontinued operations for the three months ended September 30, 2006 includes KSG net sales of $287.5 million, pre-tax income of $15.9 million and net income of $10.3 million. The income from discontinued operations for the six months ended September 30, 2006 includes KSG net sales of $568.8 million, pre-tax income of $30.6 million and net income of $19.8 million.

Income from discontinued operations for the three and six months ended September 30, 2007 consists primarily of the settlement of obligations and contingencies of KSG that existed as of the date the assets and operations of KSG were sold.

5. Comprehensive Income

Comprehensive income includes net income and other comprehensive income. Other comprehensive income considers the effects of additional economic events that are not required to be recorded in determining net income, but rather are reported as a separate component of shareholders’ equity. The following table illustrates the components of the company’s comprehensive income:


	Three Months Ended						Six Months Ended
	September 30						September 30
	2007			2006			2007			2006
Net income	$	3,440		$	5,492		$	6,032		$	12,243
Foreign currency translation adjustment		423			(323	)		1,535			(861	)
Unrealized gains (losses) on securities:
Arising during the period		9			94			(74	)		43
Reclassification to net income		(41	)		(10	)		(42	)		(10	)

Total comprehensive income	$	3,831		$	5,253		$	7,451		$	11,415

6. Restructuring Charges

2007 Restructuring Activity

During 2007, the company recorded a restructuring charge of approximately $0.5 million for one-time termination benefits resulting from a workforce reduction that was executed in connection with the sale of KSG. The workforce reduction was comprised mainly of corporate personnel. Payment of the one-time termination benefits are expected to be substantially complete in 2008.

2006 Restructuring Activity

Approximately $35,000 is expected to be paid during the remainder of 2008 for ongoing facility obligations. Such facility obligations are expected to continue through 2010.

Reconciliation of Restructuring Liabilities

Following is a reconciliation of the beginning and ending balances of the restructuring liabilities:


	Severance
	and other
	employee
	costs			Facilities			Total
Balance at April 1, 2007	$	535		$	100		$	635
Accretion of lease obligations		—			2			2
Payments		(252	)		(17	)		(269	)

Balance at June 30, 2007		283			85			368
Accretion of lease obligations		—			2			2
Payments		(177	)		(18	)		(195	)

Balance at September 30, 2007	$	106		$	69		$	175

Components of Restructuring Credit (Charge)

Following is a reconciliation of the restructuring charge (credit) included in the accompanying condensed consolidated statement of operations:


	Three Months Ended					Six Months Ended
	September 30					September 30
	2007		2006			2007		2006
Accretion of lease obligations	$	2	$	85		$	4	$	198
Write-off of leasehold improvements and differences between actual and accrued sub-lease income and common area costs		3		127			27		335
Adjustments to the remaining facility obligations		—		(256	)		—		(611	)

Restructuring charges (credits)	$	5	$	(44	)	$	31	$	(78	)

The $0.3 million and the $0.6 million adjustments in the prior year represent adjustments for sub-lease and early termination agreements, with an offset to the restructuring charges (credits) in the condensed consolidated statement of operations.

7. Stock Based Compensation

The company has a stock incentive plan. Under the plan, the company may grant stock options, stock appreciation rights, restricted shares, restricted share units, and performance shares for up to 3.2 million shares of common stock. The maximum aggregate number of restricted shares, restricted share units and performance shares that may be granted under the plan is 1.6 million. For stock option awards, the

exercise price must be set at least equal to the market price of the company’s stock on the date of grant. The maximum term of option awards is 10 years from the date of grant. Stock option awards vest over a period established by the Compensation Committee of the Board of Directors. Stock appreciation rights may be granted in conjunction with, or independently from, a stock option granted under the plan. Stock appreciation rights, granted in connection with a stock option, are exercisable only to the extent that the stock option to which it relates is exercisable and the stock appreciation rights terminate upon the termination or exercise of the related stock option. Restricted shares, restricted share units and performance shares may be issued at no cost or at a purchase price that may be below their fair market value, but which are subject to forfeiture and restrictions on their sale or other transfer. Performance share awards may be granted, where the right to receive shares in the future is conditioned upon the attainment of specified performance objectives and such other conditions, restrictions and contingencies. The company generally issues authorized but unissued shares to satisfy share option exercises.

As of September 30, 2007, there were no stock appreciation rights or restricted share units awarded from the plan.

Stock Options

Compensation expense charged to operations during the six months ended September 30, 2007 and 2006 relating to stock options was $1.7 million and $1.2 million, respectively. The total income tax benefit recognized in operations during the six months ended September 30, 2007 and 2006 was $0.1 million and $0.3 million, respectively. As of September 30, 2007, total unrecognized stock based compensation expense related to non-vested stock options was $3.5 million, which is expected to be recognized over a weighted-average period of 14 months.

The following table summarizes stock option activity during the six months ended September 30, 2007 for stock options awarded by the company under the stock incentive plan and prior plans.


				Weighted
				average
	Number of			exercise
	shares			price
Outstanding at April 1, 2007		3,394,748		$	13.61
Granted		280,000			22.21
Exercised		(108,038	)		13.38
Cancelled		(20,000	)		20.62
Expired		(11,800	)		14.57
Forfeited		—			—

Outstanding at September 30, 2007		3,534,910		$	14.26

Exercisable at September 30, 2007		2,516,306		$	13.06

The fair market value of each option granted is estimated on the grant date using the Black-Scholes method. The following assumptions were made in estimating fair value of the stock option grant during the six months ended September 30, 2007:


Dividend yield		0.7	%
Risk-free interest rate		4.9	%
Expected life	6.0 years
Expected volatility		43.8	%

The dividend yield reflects the company’s historical dividend yield on the date of award. The risk-free interest rate is based on the yield of a zero-coupon U.S. Treasury bond whose maturity period equals the option’s expected term. The expected term reflects historical exercise patterns. The expected volatility is based on historical volatility of the company’s common stock. The fair market value of options granted during the six-months ended September 30, 2007 was $10.27.

The following table summarizes the status of stock options outstanding at September 30, 2007.


	Options outstanding						Options exercisable
					Weighted
			Weighted		average				Weighted
			average		remaining				average
Exercise price range	Number		exercise price		contractual life		Number		exercise price
$6.63 — $8.29		138,400	$	7.63		5.3		138,400	$	7.63
$8.29 — $9.95		230,876		8.72		3.3		212,376		8.71
$9.95 — $11.61		30,000		11.17		3.8		30,000		11.17
$11.61 — $13.26		364,800		12.82		2.9		356,700		12.83
$13.26 — $14.92		1,602,500		13.88		5.7		1,602,500		13.88
$14.92 — $16.58		903,334		15.70		8.7		176,330		15.82
$16.58 — $22.21		265,000		22.21		9.6		—		—

		3,534,910						2,516,306

Non-vested Shares

Compensation expense related to non-vested share awards is recognized over the restriction period. Compensation expense charged to operations for non-vested share awards was $1.1 million and $57,000 for the six months ended September 30, 2007 and 2006, respectively. As of September 30, 2007, there was $1.4 million of total unrecognized compensation cost related to non-vested share awards, which is expected to be recognized over a weighted-average period of 24 months.

The following table summarizes non-vested share activity during the six-months ended September 30, 2007 for restricted shares awarded by the company under the stock incentive plan and prior plans.


Outstanding at April 1, 2007	18,750
Granted	108,000
Vested	(38,250	)
Forfeited	—

Outstanding at September 30, 2007	88,500

The fair market value of non-vested shares is determined based on the closing price of the company’s shares on the grant date.

Performance Shares

Compensation expense charged to operations for performance share awards was $0.4 million for the six months ended September 30, 2007. As of September 30, 2007, there was $2.9 million of total unrecognized compensation cost related to performance share awards, which is expected to be recognized over a weighted-average period of 30 months.

The following table summarizes performance share activity during the six months ended September 30, 2007:


Outstanding at April 1, 2007			—
Granted			152,000
Vested			—
Forfeited			—

Outstanding at September 30, 2007			152,000

The company granted shares to certain executives of the company, the vesting of which is contingent upon meeting various company-wide performance goals. The performance shares contingently vest over three years. The fair value of the performance share grant is determined based on the closing price of the company’s shares on the grant date and assumes that performance goals will be met. If such goals are not met, no compensation cost will be recognized and any compensation cost previously recognized during the vesting period will be reversed.

8. Income Taxes

Income tax expense for the three and six months ended September 30, 2007 and 2006 is based on the company’s estimate of the effective tax rate expected to be applicable for the full year. The tax effect of discrete items is recognized in the period in which they occur as an adjustment to the income tax provision rather than included in the estimated annual effective income tax rate.

The company’s effective income tax rate for continuing operations are as follows:


	Three Months Ended						Six Months Ended
	September 30						September 30
	2007			2006			2007			2006
Effective income tax rate		(35.8	)%		(25.0	)%		44.5	%		(21.5	)%

The effective income tax rates (expense and benefit) for continuing operations differ from the statutory rate principally because of the effects of equity in undistributed earnings and losses of an equity investee, limitations on deductibility for meals and entertainment costs, and compensation associated with incentive stock option awards.

The income tax provision for the three and six months ended September 30, 2007 include tax benefits of $1.7 million and $2.8 million, respectively, for the recognition of previously unrecognized income tax benefits associated with the effective settlement with tax authorities in certain jurisdictions.

9. Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per share:


	Three Months Ended					Six Months Ended
	September 30					September 30
	2007		2006			2007		2006
Numerator:
Income (loss) from continuing operations — basic and diluted	$	1,424	$	(4,808	)	$	4,081	$	(7,592	)

Denominator:
Weighted average shares outstanding — basic		31,283		30,566			31,333		30,545
Effect of dilutive securities:
Stock options and unvested restricted stock		632		—			773		—

Weighted average shares outstanding — diluted		31,915		30,566			32,106		30,545
Earnings (loss) per share from continuing operations
Basic and Diluted	$	0.05	$	(0.16	)	$	0.13	$	(0.25	)

For the three and six months ended September 30, 2007 and 2006, options on 0.3 million and 0.4 million shares, respectively, of common stock were not included in computing diluted earnings per share because their effects were anti-dilutive.

See Note 13 for a discussion of the company’s repurchase of common shares, which will continue to have an impact on weighted average shares outstanding in future periods.

10. Contingencies

The company is the subject of various threatened or pending legal actions and contingencies in the normal course of conducting its business. The company provides for costs related to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on the company’s future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. While it is not possible to predict with certainty, management believes that the ultimate resolution of such individual or aggregated matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the company.

11. Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill during the six-months ended September 30, 2007 are as follows:


Balance at April 1, 2007	$	93,197
Goodwill acquired — Innovativ		92,136
Goodwill acquired — InfoGenesis		75,153
Goodwill acquired — Stack		25,033
Goodwill adjustment —Visual One		(4,905	)
Impact of foreign currency translation		171

Balance at September 30, 2007	$	280,785

Intangible Assets

The following table summarizes the company’s intangible assets at September 30, 2007 and March 31, 2007:


	September 30, 2007							March 31, 2007
	Gross					Net		Gross					Net
	carrying		Accumulated			carrying		carrying		Accumulated			carrying
	amount		amortization			amount		amount		amortization			amount
Amortized intangible assets:
Customer relationships	$	19,676	$	(9,724	)	$	9,952	$	14,700	$	(8,324	)	$	6,376
Non-competition agreements		1,910		(757	)		1,153		1,310		(587	)		723
Developed technology		8,285		(1,968	)		6,317		1,470		(753	)		717
Patented technology		80		(80	)		—		80		(80	)		—

		29,951		(12,529	)		17,422		17,560		(9,744	)		7,816
Unamortized intangible assets:
Trade names		11,700		N/A			11,700		900		N/A			900

Total intangible assets	$	41,651	$	(12,529	)	$	29,122	$	18,460	$	(9,744	)	$	8,716

Customer relationships are being amortized over estimated useful lives between four and ten years; non-competition agreements are being amortized over estimated useful lives between four and eight years; developed technology is being amortized over estimated useful lives between one and eight years; and patented technology was amortized over an estimated useful life of three years.

Amortization expense relating to intangible assets for the six months ended September 30, 2007 and 2006 was $2.8 million and $1.6 million, respectively.

The estimated amortization expense relating to intangible assets for the remainder of fiscal year 2008 and each of the five succeeding fiscal years is as follows:


	Amount
Year ending March 31
2008 (remaining six months)	$	3,000
2009		4,500
2010		2,700
2011		2,400
2012		1,800
2013		1,500

Total estimated amortization expense	$	15,900

12. Investments

The following table summarizes the company’s investments in affiliated companies at September 30, 2007 and March 31, 2006:


	September 30		March 31
	2007		2007
Magirus AG	$	6,903	$	7,788
Other non-marketable equity securities		—		3,443

Total	$	6,903	$	11,231

The other non-marketable equity securities consisted of capital stock in a privately held company where a market value was not readily available and the company did not exercise significant influence over its operating and financial policies. As such, the investment was stated at cost. During the six months ended September 30, 2007, the investment was redeemed by the affiliated company for $4.8 million in cash, resulting in a $1.4 million gain on redemption of the investment. The gain was classified within “other income (expense), net” in the condensed consolidated statement of operations.

13. Capital Stock

In August 2007, in fulfillment of the company’s previously disclosed intention to return capital to shareholders, the company announced a modified “Dutch auction” tender offer for up to 6,000,000 of the company’s common shares. On September 19, 2007, the company accepted for purchase 4,653,287 of the company’s common shares at a purchase price of $18.50 per share, for a total cost of approximately $86.1 million, excluding related transaction costs. The tender offer was funded through cash on hand. The company uses the par value method to account for treasury stock. Accordingly, the treasury stock account is charged only for the aggregate stated value of the shares reacquired, or $0.30 per share. The capital in excess of stated value is charged for the difference between cost and stated value.

In September 2007, the company entered into a written trading plan that complies with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which provides for the purchase of up to 2,000,000 of the company’s common shares. In accordance with Securities and Exchange Commission rules, purchases under the plan did not begin until at least 10 business days after the termination of the tender offer. As of October 26, 2007, 445,602 common shares have been repurchased for total cost of approximately $7.6 million under the plan, excluding related transaction costs. The company anticipates that the plan will be in place for up to one year following the expiration of the tender offer.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of Agilysys, Inc.’s consolidated results of operations and financial condition. The discussion should be read in conjunction with the condensed consolidated financial statements and related notes that appear elsewhere in this document as well as the company’s Annual Report on Form 10-K for the year ended March 31, 2007. Information set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” may include forward-looking statements that involve risks and uncertainties. Many factors could cause actual results to differ materially from those contained in the forward-looking statements. See “Forward-Looking Information” and “Risk Factors” included elsewhere in this filing for additional information concerning these items. Table amounts are in thousands.

Overview

Agilysys, Inc. (“Agilysys” or the “company”) is a leading provider of innovative IT solutions to corporate and public-sector customers, with special expertise in select 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, Florida, Agilysys operates extensively throughout North America, with additional sales offices in the United Kingdom and China.

As disclosed in previous filings, the company sold its KeyLink Systems Distribution business (“KSG”) in March 2007 and now operates solely as an IT solutions provider. The following long-term goals were established by the company with the divestiture of KSG:

•

Grow sales to $1 billion in two years and to $1.5 billion in three years. Much of the growth will come from acquisitions.

•

Target gross margin in excess of 20% and earnings before interest, taxes, depreciation and amortization 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 invested capital of 15%.

Since the divestiture of KSG, the company has completed several acquisitions as it looks to achieve its long-term goals. For the quarter ended September 30, 2007, recently acquired companies contributed $80.0 million to the year-over-year increase in net sales, $16.4 million to the increase in gross margin, and $2.2 million to the improvement in operating results. The company’s current position, strong cash balance and successful integration of recent acquisitions will enable us to continue executing towards our long-term goals.

For financial reporting purposes, the prior period operating results of KSG have been classified as discontinued operations. Accordingly, the discussion and analysis presented below, including the comparison to prior periods, reflects the continuing business of Agilysys.

The following discussion of the company’s results of operations and financial condition is intended to provide information that will assist in understanding the company’s financial statements, including key changes in financial statement components and the primary factors that accounted for those changes.

Results of Operations — Quarter to Date

Net Sales and Operating Income


	Three Months Ended						Increase
	September 30						(Decrease)
	2007			2006			$		%
Net sales
Product	$	161,507		$	71,319		$	90,188		126.5	%
Service		34,724			26,615			8,109		30.5

Total		196,231			97,934			98,297		100.4
Cost of goods sold
Product		141,072			67,557			73,515		108.8
Service		12,346			5,859			6,487		110.7

Total		153,418			73,416			80,002		109.0

Gross margin		42,813			24,518			18,295		74.6
Gross margin percentage		21.8	%		25.0	%
Operating expenses
Selling, general and administrative expenses		46,358			31,520			14,838		47.1
Restructuring charges (credits)		5			(44	)		49		111.4

Operating loss	$	(3,550	)	$	(6,958	)	$	3,408		49.0	%

Operating loss margin		(1.8	%)		(7.1	%)

Net Sales. The $98.3 million increase in net sales was principally due to incremental sales from the company’s recent acquisitions, which accounted for $80.0 million, or 81.4%, of the increase. In particular, sales resulting from the acquisition of Innovative Systems Design, Inc. (“Innovativ”) accounted for $51.7 million of the $80.0 million incremental sales achieved during the quarter. The acquisition of Innovativ expanded the company’s IT solutions offerings to provide for the sale of Sun Microsystems server and storage products, which were not offered by the company prior to the acquisition. The balance of the $80.0 million incremental sales resulted from the company’s recent acquisitions of InfoGenesis, Stack Computer, and Visual One Systems.

Aside from the $80.0 million incremental sales from the company’s recent acquisitions, net sales from the company’s existing business increased $18.3 million, or 18.7%, compared with last year. The year-over-year increase in existing business net sales was principally due to higher volume of hardware sales.

Sales by product category were as follows:


	Three Months Ended				Increase
	September 30				(Decrease)
	2007		2006		$		%
Hardware	$	146,924	$	65,028	$	81,896		125.9	%
Software		14,583		6,291		8,292		131.8
Services		34,724		26,615		8,109		30.5

Total	$	196,231	$	97,934	$	98,297		100.4	%

Of the $81.9 million increase in hardware sales, $65.5 million was the result of incremental sales from the company’s recent acquisitions. Hardware sales of Sun Microsystems products resulting from the company’s acquisition of Innovativ accounted for approximately 75.0% of the $65.5 million incremental sales.

Aside from the $65.5 million incremental hardware sales from the company’s recent acquisitions, hardware sales from the company’s existing business increased $16.4 million, or 25.2%, compared with last year. The increase in hardware sales from the company’s existing business was mainly due to higher sales of server technology.

Of the $8.3 million in software sales, $4.6 million was the result of incremental sales from the company’s recent acquisitions. The remaining $3.7 million increase in software sales was mainly due to higher sales of remarketed software offerings from the company’s existing business.

The $8.1 million increase in service revenue was the result of incremental sales from the company’s recent acquisitions.

The company generally experiences a seasonal increase in sales during its fiscal third quarter ending in December. Accordingly, the results of operations for the quarter ended September 30, 2007 are not necessarily indicative of the operating results for the full year 2008.

Gross Margin. The $18.3 million increase in gross margin was due to the corresponding increase in net sales. The decline of 3.2 percentage points in gross margin percentage was principally due to a higher mix of hardware sales in the company’s total sales for the current quarter compared with the same period last year. Hardware sales traditionally carry a lower gross margin percentage compared to sales of software and services.

Operating Expenses. The company’s operating expenses principally consist of selling, general, and administrative (“SG&A”) expenses. The $14.8 million increase in SG&A expenses was mainly due to incremental operating expenses from the company’s recent acquisitions, which contributed $14.3 million of the increase.

Other (Income) Expense


	Three Months Ended						Favorable
	September 30						(Unfavorable)
	2007			2006			$			%
Other (income) expense
Other (income) expense, net	$	260		$	83		$	(177	)		(213.2	)%
Interest income		(3,654	)		(1,209	)		2,445			202.2
Interest expense		204			574			370			64.5

Total other (income) expense	$	(3,190	)	$	(552	)	$	2,638			477.9	%

Interest income and expense. The 202.2% favorable change in interest income was due to higher average cash and cash equivalent balance in the current quarter compared with the same period last year, as the yield earned on the company’s short-term investments remained relatively consistent year-over-year. The higher cash and cash equivalent balance was driven by the sale of KSG.

The 64.5% favorable change in interest expense was due to lower average debt levels in the current quarter compared with the same period last year. Last year, $59.4 million in Senior Notes were outstanding until they matured in August 2006. The Senior Notes paid interest at an annual percentage rate of 9.5% through the date of their retirement.

Income Tax Expense

The effective tax rate for continuing operations for the three months ended September 30, 2007 was (35.8)% compared with (25.0)% for the second quarter in the prior year. The effective income tax rates for continuing operations differ from the statutory rate principally because of the effects of equity in undistributed earnings and losses of an equity investee, limitations on deductibility for meals and entertainment costs, and compensation associated with incentive stock option awards.

The income tax provision for the three months ended September 30, 2007 includes a tax benefit of $1.7 million for the recognition of previously unrecognized income tax benefits associated with the effective settlement with tax authorities in certain jurisdictions.

Results of Operations — Year to Date

Net Sales and Operating Income


	Six Months Ended						Increase
	September 30						(Decrease)
	2007			2006			$		%
Net sales
Product	$	264,909		$	154,640		$	110,269		71.3	%
Service		59,685			50,359			9,326		18.5

Total		324,594			204,999			119,595		58.3
Cost of goods sold
Product		231,518			140,033			91,485		65.3
Service		17,947			11,699			6,248		53.4

Total		249,465			151,732			97,733		64.4

Gross margin		75,129			53,267			21,862		41.0
Gross margin percentage		23.1	%		26.0	%
Operating expenses
Selling, general and administrative expenses		83,981			62,884			21,097		33.5
Restructuring charges (credits)		31			(78	)		109		139.7

Operating loss	$	(8,883	)	$	(9,539	)	$	656		6.9	%

Operating loss margin		(2.7	)%		(4.7	)%

Net Sales. The $119.6 million increase in net sales was principally due to incremental sales from the company’s recent acquisitions, which accounted for $92.0 million, or 76.9%, of the increase. Consistent with the company’s quarter-to-date operating results, sales resulting from the acquisition of Innovativ accounted for a significant portion of incremental sales achieved during the six months ended September 30, 2007, or $51.7 million. As previously noted, the acquisition of Innovativ expanded the company’s IT solutions offerings to provide for the sale of Sun Microsystems server and storage products, which were not offered by the company prior to the acquisition of Innovativ. The balance of the $92.0 million incremental sales resulted from the company’s recent acquisitions of InfoGenesis, Stack Computer, and Visual One Systems.

Aside from the $92.0 million incremental sales from the company’s recent acquisitions, net sales from the company’s existing business increased $27.6 million, or 13.5%, compared with last year. The year-over-year increase in existing business net sales was principally due to higher volume of hardware sales.

Sales by product category were as follows:


	Six Months Ended				Increase
	September 30				(Decrease)
	2007		2006		$		%
Hardware	$	237,948	$	140,781	$	97,167		69.0	%
Software		26,961		13,859		13,102		94.5
Services		59,685		50,359		9,326		18.5

Total	$	324,594	$	204,999	$	119,595		58.3	%

Of the $97.2 million increase in hardware sales, $69.0 million was the result of incremental sales from the company’s recent acquisitions. Hardware sales of Sun Microsystems products resulting from the company’s acquisition of Innovativ accounted for approximately 70.2% of the $69.0 million incremental sales.

Aside from the $69.0 million incremental hardware sales from the company’s recent acquisitions, hardware sales from the company’s existing business increased $28.2 million, or 20.0%, compared with last year. The increase in hardware sales from the company’s existing business was mainly due to higher sales of midrange server and storage technologies.

Of the $13.1 million increase in software sales, $5.9 million was the result of incremental sales from the company’s recent acquisitions. The remaining $7.2 million increase in software sales was mainly due to higher sales of remarketed software offerings from the company’s existing business.

The $9.3 million increase in service revenue was the result of incremental sales from the company’s recent acquisitions.

Gross Margin. The $21.9 million increase in gross margin was due to the corresponding increase in net sales. Consistent with the company’s quarter-to-date operating results, the decline of 2.9 percentage points in gross margin percentage was principally due to a higher mix of hardware sales in the company’s total sales compared with the prior year. Hardware sales traditionally carry a lower gross margin percentage compared to sales of software and services.

Operating Expenses. The company’s operating expenses principally consist of SG&A expenses. The $21.1 million increase in SG&A expenses was mainly due to incremental operating expenses from the company’s recent acquisitions, which contributed $18.2 million, or 86.3%, of the increase.

Other (Income) Expense


	Six Months Ended						Favorable
	September 30						(Unfavorable)
	2007			2006			$		%
Other (income) expense
Other (income) expense, net	$	(920	)	$	894		$	1,814		202.9	%
Interest income		(10,651	)		(2,782	)		7,869		282.9
Interest expense		434			2,018			1,584		78.5

Total other (income) expense	$	(11,137	)	$	130		$	11,267		8,666.9	%

Other (income) expense, net. The 202.9% favorable change in other (income) expense, net was principally due to a $1.4 million gain recognized on the redemption of the company’s investment in an affiliated company in the first quarter of the current year. The investment, which was accounted for using the cost method, had a carrying value of $3.4 million and was redeemed by the affiliated company for $4.8 million, resulting in the pre-tax gain. Additionally, the company recognized a $0.6 million increase in foreign currency transaction gains during the current year compared with last year due to changes in exchange rates. These favorable changes were principally offset by a year-over-year decline in earnings from the company’s equity method investment.

Interest income and expense. The 282.9% favorable change in interest income was due to higher average cash and cash equivalent balance in the current year compared with last year, as the yield earned on the company’s short-term investments remained relatively consistent year-over-year. The higher cash and cash equivalent balance was driven by the sale of KSG for $485.0 million on March 31, 2007.

The 78.5% favorable change in interest expense was due to lower average debt levels in the current year compared with last year. Last year, $59.4 million in Senior Notes were outstanding until they matured in August 2006. The Senior Notes paid interest at an annual percentage rate of 9.5% through their maturity date.

Income Tax Expense

The effective tax rate for continuing operations for the six months ended September 30, 2007 was 44.5% compared with (21.5)% for the second quarter in the prior year. The effective income tax rates for continuing operations differ from the statutory rate principally because of the effects of equity in undistributed earnings and losses of an equity investee, limitations on deductibility for meals and entertainment costs, and compensation associated with incentive stock option awards.

The income tax provision for the six months ended September 30, 2007 includes a tax benefit of $2.8 million for the recognition of previously unrecognized income tax benefits associated with the effective settlement with tax authorities in certain jurisdictions.

Capital Stock

Business Combinations

Innovative Systems Design, Inc.

On July 2, 2007, the company acquired all of the shares of Innovativ, the largest U.S. commercial reseller of Sun Microsystems servers and storage products. Innovativ is an integrator and solution provider of servers, enterprise storage management products and professional services. The acquisition of Innovativ establishes a new and significant relationship between Sun Microsystems and Agilysys. Innovativ was acquired for a total cost of $108.6 million. Additionally, the company will pay an earn-out of two dollars for every dollar of earnings before interest, taxes, depreciation, and amortization, or EBITDA, greater than $50.0 million in cumulative EBITDA over the first two years after consummation of the acquisition. The earn-out will be limited to a maximum payout of $90.0 million.

Based on management’s preliminary allocation of the acquisition cost to the net assets acquired, approximately $92.1 million has been assigned to goodwill. However, management is still in the process of assessing the fair value of certain acquired assets, including intangible assets. As such, the amount of acquisition cost allocated to goodwill will change in the near future. Goodwill resulting from the Innovativ acquisition will be deductible for income tax purposes.

InfoGenesis, Inc.

On June 18, 2007, the company acquired all of the shares of InfoGenesis, an independent software vendor and solution provider to the hospitality market. InfoGenesis offers enterprise-class point-of-sale solutions that provide end users a highly intuitive, secure and easy way to process customer transactions across multiple departments or locations, including comprehensive corporate and store reporting. InfoGenesis has a significant presence in casinos, hotels and resorts, cruise lines, stadiums and foodservice. The acquisition will provide the company a complementary offering that will extend its reach into new segments of the hospitality market, broaden its customer base and increase its software application offerings. InfoGenesis was acquired for a total acquisition cost of $90.7 million.

Stack Computer

On April 2, 2007, the company acquired all of the shares of Stack. Stack’s customers include leading corporations in the financial services, healthcare and manufacturing industries. Stack also operates a highly sophisticated solution center, which is used to emulate customer IT environments, train staff and evaluate technology. The acquisition of Stack strategically provides the company with product solutions and services offerings that significantly enhance its existing storage and professional services business. Stack was acquired for a total acquisition cost of $26.9 million.

Visual One Systems Corporation

On January 23, 2007, the company acquired all the shares of Visual One Systems, a leading developer and marketer of Microsoft^{^®}Windows^®-based software for the hospitality industry. The acquisition provides Agilysys additional expertise around the development, marketing and sale of software applications for the hospitality industry, including property management, condominium, golf course, spa, point-of-sale, and sales and catering management applications. Visual One Systems customers include well-known North American and international full-service hotels, resorts, conference centers and condominiums of all sizes. The aggregate acquisition cost was $14.3 million. Based on management’s allocation of the acquisition cost to the net assets acquired, approximately $7.0 million has been assigned to goodwill. Goodwill resulting from the Visual One Systems acquisition will not be deductible for income tax purposes.

During the quarter ended September 30, 2007, management assigned $4.9 million of the acquisition cost to identifiable intangible assets as follows: $3.8 million to developed technology, which will be amortized over 6 years using the straight-line method; $0.6 million to non-compete agreements, which will be amortized over 8 years using the straight-line amortization method; and $0.5 million to customer relationships, which will be amortized over 5 years using an accelerated amortization method. The cumulative amortization expense of $0.7 million relating to the identified intangible assets from the acquisition date through September 30, 2007 was recognized during the second quarter of 2008.

Discontinued Operations

On March 31, 2007, the company sold the assets and operations of KSG for $485.0 million in cash, subject to a working capital adjustment. During the second quarter of 2008, the final working capital adjustment of $10.8 million was settled and paid. Through the sale of KSG, the company exited all distribution-related business and exclusively sells directly to end-user customers. By monetizing the value of KSG, the company significantly increased its financial flexibility to accelerate growth both organically and through acquisitions. The sale of the KSG represented a disposal of a component of an entity. As such, the operating results of KSG have been reported as a component of discontinued operations.

Restructuring Charges

2007 Restructuring Activity

2006 Restructuring Activity

During 2006, the company recorded restructuring charges of $4.2 million to consolidate a portion of its operations in order to reduce costs and increase operating efficiencies. Costs incurred in connection with the restructuring comprised one-time termination benefits and other associated costs resulting from workforce reductions as well as facilities costs relating to the exit of certain leased facilities. Facilities costs represented the present value of qualifying exit costs, offset by an estimate for future sublease income. As part of the restructuring effort, the company incurred costs of $1.7 million to shut-down certain leased facilities. The remaining $2.5 million of the restructuring charge was incurred to reduce the workforce of KSG, professional services business and to execute a senior management realignment and consolidation of responsibilities. As of September 30, 2007, the remaining obligation from the 2006 restructuring activity was $69,000 and related to facility obligations. Payment of facility obligations is expected to continue through 2010.

Investment in Affiliated Company

During the six months ended September 30, 2007, the company’s investment in a privately-held affiliated company was redeemed by the affiliated company for $4.8 million in cash. The investment, which was accounted for using the cost method, had a carrying value of $3.4 million. Accordingly, the company recognized a $1.4 million pre-tax gain on redemption of the investment in the first quarter of 2008.

Recently Issued Accounting Pronouncements

In connection with business acquisitions made during the current year, the company has assumed liabilities for unrecognized tax benefits of $1.6 million.

Approximately $1.7 million and $2.8 million of unrecognized tax benefits were recognized during the three and six-months ended September 30, 2007, respectively, for effective settlement with tax authorities in certain jurisdictions.

The company recognizes interest accrued on any unrecognized tax benefits as a component of income tax expense. Penalties are recognized as a component of selling, general and administrative expenses. The company recognized $79,000 of interest and penalty benefit and $34,000 of interest and penalty expense related to unrecognized tax benefits during the three and six-months ended September 30, 2007. The company had approximately $1.0 million for the payment of interest and penalties accrued at September 30, 2007.

Liquidity and Capital Resources

Overview

The company’s operating cash requirements consist primarily of working capital needs, operating expenses, capital expenditures and payments of principal and interest on indebtedness outstanding, which mainly consists of lease and rental obligations at September 30, 2007. The company believes that cash flow from operating activities, cash on hand, available borrowings under its credit facility, and access to capital markets will provide adequate funds to meet its short and long-term liquidity requirements.

As of September 30, 2007 and March 31, 2007, the company’s total debt balance was $0.5 million and $0.1 million, respectively, and consisted of capital lease obligations.

Revolving Credit Facility

The company currently has a $200 million unsecured credit facility (“Facility”) that expires in 2010. At September 30, 2007, the company had $199 million available under the Facility given certain letter of credit commitments. The Facility includes a $20 million sub-facility for letters of credit and a $20 million sub-facility for swingline loans. The Facility is available to refinance existing debt, provide for working capital requirements, capital expenditures and general corporate purposes of the company including acquisitions. Borrowings under the Facility will generally bear interest at various levels over LIBOR. The Facility contains various financial covenants that must be met the earlier of when the minimum available cash balance is less than $100 million, or December 31, 2007. There were no amounts outstanding under the Facility at September 30, 2007 or March 31, 2007.

Cash Flow

The following table presents cash flow results from operating activities, investing activities, and financing activities for the six-months ended September 30, 2007 and 2006:


	Six Months Ended						Increase
	September 30						(Decrease)
	2007			2006			$
Net cash provided by (used for) continuing operations:
Operating activities	$	(142,510	)	$	5,511		$	(148,021	)
Investing activities		(211,684	)		(930	)		(210,754	)
Financing activities		(86,598	)		(60,492	)		(26,106	)
Effect of foreign currency fluctuations on cash		1,289			111			1,178

Cash flows used for continuing operations		(439,503	)		(55,800	)		(383,703	)
Net cash provided by discontinued operations		2,652			3,680			(1,028	)

Net decrease in cash and cash equivalents	$	(436,851	)	$	(52,120	)	$	(384,731	)

Cash Flow (Used for) Provided by Operating Activities. The $148.0 million change in cash flow used for operating activities was principally due to the company’s payment of income taxes during the current year, which occurred during the first fiscal quarter. The income tax payments made last quarter were unusually high as a result of the gain on sale of KSG in March 2007.

Cash Flow Used for Investing Activities. The $210.8 million change in cash flow used for investing activities was principally due to the company’s acquisitions of Innovativ, Stack, and InfoGenesis during the current year. The acquisitions were funded with cash on hand. Additionally, the company had cash purchases of approximately $3.7 million for capital equipment during the normal course of business. Capital expenditures are expected to be approximately $5.0 million for 2008. These cash outflows were offset by $4.8 million received from the redemption of the company’s investment in an affiliated company during the current year.

Cash Flow Used for Financing Activities. The $26.1 million change in cash flow used for financing activities was principally due to the company’s $86.1 million purchase of treasury shares through its “Dutch Auction” tender offer during the second quarter of 2008 as described in more detail under the section titled “Capital Stock” above; offset by the retirement of the company’s Senior Notes during quarter ended September 30, 2006 for a total cash outflow of approximately $59.5 million.

Contractual Obligations

As a result of the adoption of FIN 48 on April 1, 2007, the company recognized an additional long-term liability of approximately $2.9 million for unrecognized tax benefits, of which approximately $0.2 million could potentially be settled within the next 12 months. The timing of payment of the remaining liability for unrecognized tax benefits cannot be reasonably estimated. Since March 31, 2007, there have been no other material changes to the contractual obligations summarized under the “Contractual Obligations” section of Item 7 in the company’s Annual Report on Form 10-K for 2007 (“Annual Report”).

Off-Balance Sheet Arrangements

The company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

A detailed description of the company’s critical accounting policies can be found in the company’s Annual Report. There have been no significant changes to those critical accounting policies other than the company’s accounting for income tax uncertainties upon adoption of FIN 48 on April 1, 2007, which is discussed above under “Recently Issued Accounting Pronouncements.”

Forward-Looking Information

Portions of this report contain current management expectations, which may constitute forward-looking information. When used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere throughout this Quarterly Report on Form 10-Q, the words “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management’s current opinions and are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated or implied.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Risks and uncertainties include, but are not limited to, those described below in Item 1A, “Risk Factors.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting the company, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of the company’s Annual Report. There have been no material changes in the company’s market risk exposures since March 31, 2007.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. The company’s management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. The company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the company’s Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The company’s disclosure controls and procedures include components of the company’s internal control over financial reporting.

Based upon this evaluation, the company’s Chief Executive Officer and Chief Financial Officer, as of September 30, 2007, concluded that the company’s disclosure controls and procedures were effective for the purpose of ensuring that material information required to be in this quarterly report was made known to them by others on a timely basis.

Changes in internal control over financial reporting. During the six months ended September 30, 2007, the company completed the acquisition of Stack, InfoGenesis and Innovativ. As of September 30, 2007, the company was still in the process of evaluating the internal controls over financial reporting for each of these acquired entities. Although the evaluation process is not yet complete, where appropriate the company has modified the internal controls over financial reporting of the acquired entities in order to correct any identified control deficiencies. The company continues to integrate each acquired entity’s internal controls over financial reporting into the company’s own internal controls over financial reporting, and will continue to review and, if necessary, make changes to each acquired entity’s internal controls over financial reporting until such time as integration is complete. There were no other changes in the company’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

A detailed description of the company’s risk factors can be found in the company’s Annual Report. There have been no material changes from the risk factors summarized in our Annual Report. Before deciding to purchase, hold or sell our common shares, you should carefully consider the risks described in our Annual Report in addition to the other cautionary statements and risks described elsewhere, and the other information contained, in this Report and in our other filings with the Securities and Exchange Commission (the “SEC”). The special risk considerations described in our Annual Report are not the only ones facing Agilysys. Additional considerations not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following special risk considerations actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of our common shares could decline, and you may lose all or part of your investment.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

An annual meeting of shareholders was held on July 27, 2007. The following Directors were re-elected to serve until the annual meeting in 2010:


Director	For		Against	Abstentions
Keith M. Kolerus		27,094,932	—		1,232,441
Robert A. Lauer		26,867,186	—		1,460,187
Robert G. McCreary, III		27,064,449	—		1,262,924

The term of office for the following Directors continued after the shareholders meeting: Charles F. Christ, Thomas A. Commes, Curtis J. Crawford, Howard Knicely, Arthur Rhein and Thomas C. Sullivan.

Also at the annual meeting, shareholders voted to approve amendments to the Amended Code of Regulations of the Company. The amendments were proposed to enable the Annual Shareholders Meeting to occur at any time during the year as the Board of Directors determines is necessary, instead of only in June or July. The amendments also intended to enable the Company’s share ownership to be evidenced either by the issuance of a certificate or by the issuance of book-entry or non-certificated shares electronically. Shareholders voted as follows:


For	Against	Abstentions	Broker Non-Votes
28,015,786	296,324	15,264	—

Item 5. Other Information

None.

Item 6. Exhibits

3.1		Amended Code of Regulations of Agilysys, Inc., as amended

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

SIGNATURES

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.

Date: November 2, 2007		/s/ Arthur Rhein

		Arthur Rhein Chairman, President and Chief Executive Officer (Principal Executive Officer)

Date: November 2, 2007		/s/ Martin F. Ellis

		Martin F. Ellis Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-3.1 2 l28573aexv3w1.htm EX-3.1 EX-3.1

Exhibit 3.1

AGILYSYS, INC.

AMENDED CODE OF REGULATIONS

ARTICLE I — MEETINGS OF SHAREHOLDERS

Annual Meetings

Section 1. The annual meeting of the shareholders of the Corporation shall be held in the principal office of the Corporation or at such other place within or without the State of Ohio as the Directors shall determine, at such date and time and month of each year as shall be designated by the Board of Directors. If no other date is designated by the Board of Directors, the annual meeting shall be held at 2:00 p.m. on the last Thursday in June of each year, or if such date shall fall upon a legal holiday, the annual meeting shall be held upon the next succeeding day which is not a legal holiday, at the same hour. Upon due notice, there may also be considered and acted upon at an annual meeting any matter which could properly be considered and acted upon at a special meeting.

Special Meetings

Section 2. Special meetings of the shareholders shall be called by the Chairman of the Board; the President; the Secretary; pursuant to a resolution of the Board of Directors; or upon the written request of two (2) Directors, and shall be held at such times and places, within or outside of the State of Ohio, as shall be specified in the call thereof.

Notice of Meetings

Section 3. A written notice of each annual and special meeting, stating the time, place and purposes thereof, shall be given to each shareholder of record entitled to notice of the meeting in writing by personal delivery or by mail not less than seven (7) days, and not more than sixty (60) days before any such meeting, by or at the direction of the President, Chairman of the Board or Secretary, directed to the last known address of each such shareholder aforesaid as it appears on the records of the Corporation. All notices with respect to any shares to which persons are jointly entitled may be given to that one of such persons who is named first upon the books of the Corporation, and notice so given shall be sufficient notice to all other persons jointly entitled to said shares. Notice may be waived in writing by any shareholder either before or after such meeting, and shall be waived by the attendance of any shareholder at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice.

Quorum

Section 4. Except as otherwise provided by law, the Articles of Incorporation, or these Regulations, a quorum at all meetings of shareholders shall consist of the holders of record of a majority of shares entitled to vote thereat, present in person or by proxy.

Adjournment

Section 5. If less than a quorum shall be in attendance at the time for which any meeting of the shareholders shall have been called, the meeting may be adjourned from time to time by a majority of the voting shares present in person or by proxy and entitled to vote, without any notice other than by announcement at the meeting of the time and place to which it adjourned, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

Proxies

Section 6. Any person entitled to attend a shareholders’ meeting, to vote thereat, or to execute consents, waivers, or releases, may be represented at such meeting or an adjourned meeting thereof and vote thereat, and execute consents, waivers and releases, and exercise any of his other rights by proxy or proxies appointed by a writing signed by such person, providing the writing has been filed with the Secretary prior to the action to be taken.

ARTICLE II — DIRECTORS

Number, Classification, Term of Office

Section 1. The Board of Directors shall be divided into three classes to be known as Class A, Class B and Class C. The number of Directors in each class may be fixed or changed by the Board of Directors of the Company; provided, however, that the total number of Directors shall not be less than nine (9) or more than eleven (11) members, and no class shall consist of less than three (3) directors. Unless and until otherwise so fixed or changed, there shall be three (3) Class A Directors, three (3) Class B Directors and three (3) Class C Directors. One class of Directors shall be elected each year and the Directors in each class shall hold office for a term of three years and until their respective successors are elected and qualified. In case of any increase in the authorized number of Directors of any class, any additional Directors provided for and elected to such class shall hold office for a term which shall coincide with the full term or the remainder of the term, as the case may be, of such class.

Annual Meetings

Section 2. The Board of Directors shall meet immediately following the adjournment of the annual meeting of shareholders at the place of the annual shareholders’ meeting or at such time and place as may be designated in writing by a majority of all the Directors, for the purpose of electing officers or otherwise, and no notice of such meeting need be given to the Directors in order legally to constitute the meeting; provided, that a majority of the whole Board shall be present.

Meetings

Section 3. Meetings of the Board of Directors may be called by the Chairman of the Board, the President (or in his absence by a Vice President) or any two (2) Directors on written notice to each Director, given by personal delivery or by mail, cablegram or telegram, at least two (2) days before the time of such meeting. Notice of any such meeting may be waived by any Director, however, before or after the meeting by writing and shall be deemed to be waived by any Director who shall attend such meeting in person without protesting, prior to or at the commencement of the meeting, the lack of proper notice. Any meeting of the Board of Directors shall be a legal meeting without notice having been given, if attended by all the members of the Board.

Quorum

Section 4. At all meetings of the Board of Directors, a majority of the whole authorized number of Directors shall constitute a quorum for the transaction of business, except that a majority of the Directors then in office shall constitute a quorum for purposes of filling a vacancy in the Board.

Telephone Conferences

Section 5. Meetings of the Board of Directors or any committee thereof may be held through any communications equipment if all persons participating can hear each other, and participation in such a meeting shall constitute presence at such meeting.

Resignation

Section 6. Any Director may resign at any time by delivering a signed written notice thereof to the Secretary of the Corporation, which resignation shall take effect at the time of said delivery or at such other time as may be specified in said notice.

Removal

Section 7. All the Directors or all the Directors of a particular class or any individual Director may be removed from office, with or without cause, by the vote of the holders of two-thirds of the voting power entitled to elect Directors in place of those to be removed; provided, that unless all the Directors or all the Directors of a particular class are to be removed, no Director shall be removed without cause if the number of shares voted against his removal would be sufficient to elect at least one Director if cumulatively voted at an election of all the Directors, or all the Directors of a particular class, as the case may be.

Vacancies

Section 8. Vacancies in the Board of Directors, whether caused by the death or resignation or removal of a Director, or by an increase in the authorized number of Directors, or otherwise, may be filled for the unexpired term by a vote of a majority of the remaining Directors, though less than a majority of the whole authorized number of Directors.

Board Committees

Section 9. (a) The Board of Directors may from time to time appoint certain of its members (but not less than three (3)) to act as a Committee or Committees of Directors, and, subject to the provisions of this Section, may delegate to any such Committee any of the authority of the Board, however conferred, other than that of filling vacancies among the Directors or in any Committee of Directors. The Board of Directors may likewise appoint one or more Directors as alternate members of any such Committee, who may take the place of any absent member or members at any meeting of such Committee. Each such member and each such alternate shall serve in such capacity at the pleasure of the Board of Directors.

(b) In particular, the Board of Directors may create an Executive Committee in accordance with the provisions of this Section. if created, the Executive Committee shall possess and may exercise all of the powers of the Board in the management and control of the business of the Corporation during the intervals between meetings of the Board subject to provisions of this Section. The chairman of the Executive Committee shall be determined by the Board of Directors from time to time. All action taken by the Executive Committee shall be reported in writing to the Board of Directors at its first meeting thereafter.

(c) Each such Committee shall serve at the pleasure of the Board of Directors, shall act only in the intervals between meetings of the Board and shall be subject to the control and direction of the Board. Each Committee shall keep regular minutes of its proceedings and shall report the same to the Board when required.

(d) An act or authorization of any act by any such Committee within the authority delegated to it shall be effective for all purposes as the act or authorization of the Board of Directors. In every case the affirmative vote of a majority of its members at a meeting, or the written consent of all of the members of any such Committee without a meeting, shall be necessary for the taking or approval of any action.

(e) Each such Committee may prescribe such rules as it shall determine for calling and holding meetings and its method of procedure, subject to the provisions of this Section and any rules prescribed by the Board of Directors.

Compensation

Section 10. The compensation of the Directors shall be such as the Board of Directors may from time to time determine. On resolution of the Board of Directors, a fixed sum for expenses of attendance may be allowed for attendance at each meeting. Members of the Executive Committee or other Committee of the Board may be allowed such compensation and such expenses for attending committee meetings as the Board of Directors may determine.

ARTICLE III — OFFICERS

Composition

Section 1. The officers of the Corporation shall include a Chairman of the Board (who shall be a Director), a President, one or more Vice Presidents (including a Financial Vice President), a Secretary, a Treasurer, and such other officers as the Board of Directors may determine to be necessary or appropriate, including, but not limited to, a Vice Chairman of the Board, a Controller, one or more Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The Board of Directors may also appoint such other subordinate officers, employees and agents as it shall deem necessary, who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board.

Election and Term of Office

Section 2. The said officers shall be elected by the Board of Directors by a majority ballot and shall hold office for one (1) year and until their respective successors are elected and qualified, but shall be subject to the power of removal hereinafter provided.

Removal

Section 3. Any officer elected or appointed by the Board of Directors may be removed at any time either with or without cause by the affirmative vote of two-thirds of the Board of Directors. Any other officer or employee of the Corporation may be removed at any time by vote of the Board of Directors, or by any committee or superior officer upon whom such power of removal may be conferred by the Board of Directors.

Compensation

Section 4. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors.

Bond

Section 5. All or any of said officers shall, if the Board of Directors so determines, furnish bonds for the faithful performance of their duties in such amount or amounts as the Board of Directors may require, upon terms, provisions and conditions and with surety or sureties to the satisfaction of the said Board.

ARTICLE IV — DUTIES OF OFFICERS

The Chairman of the Board

Section 1. The Chairman of the Board shall preside at all meetings of the Board of Directors. The Chairman of the Board or the President shall sign the minutes of the shareholders’ and Directors’ meetings. The Chairman of the Board shall perform the duties and exercise the powers of the President in case of the President’s

disability or absence from the office of the Corporation. The Chairman of the Board shall have such other powers and duties as may be prescribed by the Board of Directors.

The President

Section 2. The President shall exercise, subject to the control of the Board of Directors, general supervision over the affairs of the Corporation and shall perform generally, subject to the control of the Board, all duties customarily incident to the office and such other duties as may be assigned to him from time to time by the Board of Directors. He shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Board to delegate to any officer or officers of the Corporation specific powers, other than those that may be by law conferred upon the President. He shall sign all the certificates of stock, bonds, contracts, notes, mortgages and other documents authorized by the Board of Directors and execute for or in the name of the Corporation all endorsements, assignments, transfers, share powers or other instruments of transfer of securities except in cases where the execution thereof shall be expressly delegated by the Board or these Regulations or by law to some other officer or agent of the Corporation. In case of the disability or absence from office of the Chairman of the Board, the President shall also perform the duties and exercise the powers of that office. The President or Chairman of the Board shall sign the records of the shareholders’ and Directors’ meetings.

Chief Executive and Chief Operating Officers

Section 3. The Board of Directors may designate one or more persons as either Chief Executive Officer or Chief Operating Officer or both and may specify the duties, authority and responsibilities of each of said officers.

Vice Presidents

Section 4. The Vice President (or if there be more than one, the Vice President designated by the Board of Directors) shall perform the duties and exercise the powers of the President in case of his disability or absence from the office of the Corporation and in case of the disability or absence from the office of the Corporation of the Chairman of the Board. The signature of the Corporation by any Vice President to any deed, contract or other instrument in writing, purporting to be the act of the Corporation, shall be taken, received and accepted as the authorized and binding act of the Corporation and with like effect as if made by the President. The Financial Vice President shall be the Chief Financial Officer of the Corporation. Any Vice President shall have such further powers, and perform such further duties, as may be from time to time granted or imposed by the Board of Directors.

Secretary

Section 5. The Secretary shall attend all meetings of the Board and all meetings of the shareholders held at the office of the Corporation, shall keep minutes of all of the proceedings thereof, and shall record all votes and the minutes of all of the proceedings in a book to be kept for that purpose. He shall perform like duties for committees of the Corporation when so required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall attest the seal of the Corporation when required. The Secretary shall have custody of the seal of the Corporation, and either he or the Treasurer shall attest the seal and see that it is affixed to all authorized documents requiring a seal. The Secretary or the Treasurer shall sign all certificates of shares in the Corporation and execute for or in the name of the Corporation all endorsements, assignments, transfers, share powers or other instruments of transfer of securities. The Secretary shall perform such other duties usually incident to the office of Secretary, and such further duties as shall from time to time be prescribed by the Board of Directors, Chairman of the Board or President. At any meeting of the shareholders or Board of Directors at which the Secretary is not present, a secretary pro tempore may be appointed.

Assistant Secretary

Section 6. In case of the Secretary’s sickness, disability or temporary absence from the office of the Corporation, one or more Assistant Secretaries, if any, shall perform his duties. The Assistant Secretary or Secretaries, if any, shall perform such further duties as from time to time may be prescribed by the Board of Directors, Chairman of the Board, President or Secretary.

Treasurer

Section 7. The Treasurer shall, subject to the direction of the Board of Directors, have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer or the Secretary shall attest the seal of the Corporation and see that it is affixed to all authorized documents requiring a seal. The Treasurer or Secretary shall sign all certificates for shares in the Corporation and execute for or in the name of the Corporation all endorsements, assignments, transfers, share powers or other instruments of transfer of securities. The Treasurer shall perform such other duties usually incident to the office of Treasurer and such other duties as may be prescribed by the Board of Directors, Chairman of the Board or President.

Assistant Treasurer

Section 8. In case of the Treasurer’s sickness, disability or temporary absence from the office of the Corporation, one or more Assistant Treasurers, if any, shall perform his duties. The Assistant Treasurer or Treasurers, if any, shall perform such further duties as from time to time shall be prescribed by the Board of Directors, Chairman of the Board, President or Treasurer.

Controller

Section 9. The Controller, if one is elected, shall be the Chief Accounting Officer of the Corporation, and shall have such duties and responsibilities as are normally incident to that office.

ARTICLE V — SEAL

Section 1. The Seal of the Corporation shall be circular, with the words and figures “SEAL, AGILYSYS, INC., OHIO,” or words and figures of similar import inscribed thereon.

ARTICLE VI — SHARES

Certificates

Section 1. Ownership of shares of the Corporation shal be evidenced by certificates or through the issuance of book-entry or non-certificated shares. The Board may designate at its discretion at any time that some or all of the shares of the Corporation may be evidenced through the issuance of book-entry or non-certificated shares. Htose certificates issued evidence share ownership shall bear a distinguishing number, the signature of the President and of the Secretary or the Treasurer, and such recitals as may be required by law. The certificates for shares shall be of such tenor and design as the Board of Directors may adopt from time to time.

Transfers

Section 2. The shares may be transferred on the books of the Corporation by the registered holders thereof, or by their attorneys legally constituted in writing or their legal representatives, by surrender of the certificate or

certificates therefor for cancellation and a written assignment of the shares evidenced thereby. The Board of Directors may, from time to time, appoint such Transfer Agents or Registrars of shares as it may deem advisable, and may define their powers and duties. The Board of Directors shall have authority to make such other rules and regulations as it deems expedient concerning the issuance, registration and transfer of certificates for shares.

Substituted Certificates

Section 3. The Board of Directors may order a new certificate or certificates for shares to be issued in place of any certificate or certificates alleged to have been lost, stolen or destroyed, but in every such case the owner of the lost, stolen or destroyed certificate or certificates shall first make an affirmation of that fact and cause to be given to the Corporation, if so requested, a bond, with surety or sureties satisfactory to the Corporation in such sum as said Board of Directors may in its discretion deem sufficient, as indemnity against any loss or liability that the Corporation may incur by reason of the issuance of such new certificates; provided, the Board of Directors may, in its discretion, refuse to issue such new certificate save upon the order of some court having jurisdiction in such matters.

Closing of Transfer Books

Section 4. The share transfer books of the Corporation may be closed by order of the Board of Directors for a period not exceeding sixty (60) days prior to any meeting of the shareholders, and for a period not exceeding sixty (60) days prior to the payment of any dividend. The times during which the books may be closed shall, from time to time, be fixed by the Board of Directors.

ARTICLE VII — NOTICES

Notice by Mail

Section 1. Whenever, under the provisions of these Regulations, notice is permitted to be given to any shareholder or Director by mail, it may be given by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to the shareholder or Director, at such address as appears on the books of the Corporation; and such notice shall be deemed to be given at the time when the same shall be thus deposited in the mail.

Notice by Telegraph

Section 2. Whenever, under the provisions of these Regulations, notice is permitted to be given to any Director by telegraph, it may be given by a prepaid telegram addressed to such Director at such address as appears on the books of the Corporation, or in default of other address, at his place of residence or usual place of business, last known to the Corporation, and such notice shall be deemed to be given at the time such telegram shall be delivered to the telegraph company for transmittal.

ARTICLE VIII — INDEMNIFICATION

Section 1. Each person who is or was a Director, Officer, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, Employee, Trustee or Agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation as follows:

(a) If such person was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of his being or having been such Director, Officer, Trustee, Agent or Employee, such person shall be indemnified against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with

such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful; provided the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding shall also not create a presumption that the person had reasonable cause to believe that his conduct was unlawful; or

(b) If such person was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of his having been such Director, Officer, Trustee, Agent or Employee, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of either (i) any claim, issue or matter to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Common Pleas or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such other court shall deem proper or (ii) any action or suit involving a Director in which the only liability asserted against such director is pursuant to Section 1701.95 of the Ohio Revised Code.

Section 2. To the extent that such a Director, Officer, Trustee, Agent or Employee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Paragraph (a) or (b) of Section 1 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

Section 3. In all cases in which the Director, Officer, Trustee, Agent or Employee may be entitled to indemnification under Paragraphs (a) or (b) of Section 1 of this Article, any indemnification, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, Trustee, Employee or Agent is proper in the circumstances because he has met the standards of conduct set forth in Paragraph (a) or (b) of Section I of this Article, whichever is applicable. Such determination shall be made as follows:

(a) By a majority vote of a quorum of the Corporation’s Directors who were not and are not parties to or threatened with any such action, suit or proceeding; or

(b) if such a quorum is not obtainable or if a majority of a quorum of disinterested Directors so directs, in a written opinion by independent legal counsel other than an attorney or a firm having associated with it an attorney who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five (5) years; or

(d) By the Court of Common Pleas or the court in which such action, suit or proceeding was brought.

Any determination made by the disinterested Directors under Paragraph (a) or by independent legal counsel under Paragraph (b) of Section 3 of this Article shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation, if the expenses for which indemnification has been sought were incurred in an action or suit by or in the right of the Corporation.

Section 4. In the case of an action, suit or proceeding involving a Director, unless the only liability asserted against such Director in a proceeding referred to in paragraphs (a) or (b) of Section I of this Article is pursuant to Section 1701.95 of the Ohio Revised Code, the Corporation shall pay expenses, including attorney’s fees, incurred by a Director in defending such an action, suit or proceeding as they are incurred in advance of the final disposition of such

action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Director in which such Director agrees to both (i) repay such amount if it is proven by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard to the best interests of the Corporation, and (ii) reasonably cooperate with the Corporation concerning the action, suit or proceeding.

Section 5. The Corporation may pay expenses, including attorney’s fees incurred in defending any action, suit or proceeding referred to in Paragraph (a) or (b) of Section 1 of this Article as they are incurred in advance of the final disposition of such action, suit or proceeding, as authorized by the Directors in the specific case upon receipt of an undertaking by or on behalf of the Trustee, Director, Officer, Employee or Agent to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Corporation as authorized in this Article.

Section 6. The rights of indemnification herein authorized shall be severable, shall not be deemed exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the Articles of Incorporation or any agreement, vote of shareholders or disinterested Directors, or otherwise, both as to actions in the official capacity of the person seeking indemnity, and as to actions in another capacity while holding such office and shall continue as to a person who has ceased to be a Director, Officer, Trustee, Agent or Employee and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. The Corporation may purchase and maintain insurance or furnish similar protection, including but not limited to, trust funds, letters of credit or self-insurance, on behalf of or for any person who is or was a Director, Officer, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, Trustee, Employee or Agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under this Article. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

Section 8. The Corporation’s authority to indemnify persons pursuant to paragraphs (a) and (b) of Section 1 of this Article does not limit the payment of expenses as they are incurred, indemnification, insurance or other protection that may be provided pursuant to Sections 5, 6, and 7 of this Article; paragraphs (a) and (b) of Section I of this Article do not create any obligation to repay or return payments made by the Corporation pursuant to Sections 5, 6, or 7 or this Article.

Section 9. As used in this Article, references to “Corporation” include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a Director, Officer, Employee or Agent of such a constituent corporation, or is or was serving at the request of such constituent corporation as a Director, Officer, Trustee, Employee or Agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise shall stand in the same position under this Article with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity.

Section 10. The provisions of this Article shall apply to actions, suits and proceedings, whether civil (including, but not limited to, actions by or in the right of the Corporation), criminal, administrative or investigative, commenced or threatened after the adoption of this Article, whether arising from acts or omissions to act occurring before or after its adoption.

Section 11. Notwithstanding the foregoing, the Corporation shall, to the extent permitted by the Ohio Revised Code, as amended from time to time, indemnify and reimburse all persons whom it may indemnify and reimburse pursuant thereto. The indemnification provided for in this Article shall not be deemed exclusive of any other rights to which those entitled to receive indemnification or reimbursement hereunder may be entitled under the Articles of the Corporation, agreement, vote of shareholders or disinterested directors or otherwise.

ARTICLE IX — FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Directors of the Corporation.

ARTICLE X — AMENDMENTS

These Regulations may be amended or repealed or new Regulations adopted at any meeting of shareholders by the affirmative vote of the holders of record of shares entitling them to exercise two-thirds of the voting power of the Corporation on such proposal, or may be adopted without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal; provided, however, that if the Regulations are amended or new Regulations are adopted at any meeting of shareholders, notice of the proposed new Regulations, or the proposed amendment or repeal, shall be included in the notice of such meeting, or if the Regulations are amended or new Regulations are adopted without a meeting of the shareholders, the Secretary of the Corporation shall mail a copy of the amendment or the new Regulations to each shareholder who would have been entitled to vote thereon and did not participate in the adoption thereof.

EX-31.1 3 l28573aexv31w1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Arthur Rhein, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Agilysys, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 2, 2007


		By:		/s/ Arthur Rhein

				Arthur Rhein Chairman, President and Chief Executive Officer

EX-31.2 4 l28573aexv31w2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Martin F. Ellis, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Agilysys, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 2, 2007


		By:		/s/ Martin F. Ellis

				Martin F. Ellis Executive Vice President, Treasurer and Chief Financial Officer

EX-32.1 5 l28573aexv32w1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION

I, Arthur Rhein, Chairman, President and Chief Executive Officer of Agilysys, Inc. (the “company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.		The Quarterly Report on Form 10-Q of the company for the quarter ended September 30, 2007 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2.		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Dated: November 2, 2007


		By:		/s/ Arthur Rhein

				Arthur Rhein Chairman, President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 6 l28573aexv32w2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION

I, Martin F. Ellis, Executive Vice President, Treasurer and Chief Financial Officer of Agilysys, Inc. (the “company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.		The Quarterly Report on Form 10-Q of the company for the quarter ended September 30, 2007 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2.		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Dated: November 2, 2007


		By:		/s/ Martin F. Ellis

				Martin F. Ellis Executive Vice President, Treasurer and Chief Financial Officer

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