8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report: February 2, 2011

(Date of earliest event reported)

AGILYSYS, INC.

(Exact name of registrant as specified in its charter)

Ohio	000-5734	34-0907152
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

28925 Fountain Parkway, Solon, Ohio	44139
(Address of principal executive offices)	(ZIP Code)

Registrant’s telephone number, including area code: (440) 519-8700

N/A

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition; and

Item 7.01 Regulation FD Disclosure

The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On February 2, 2011, Agilysys, Inc. (the “Company”) issued a press release announcing its results for the fiscal 2011 third quarter ended December 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. A copy of the slide presentation for the earnings webcast conference call is also attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following items are furnished as exhibits to this current report on Form 8-K:

99.1	Press release issued by the Company dated February 2, 2011, announcing its results for the fiscal 2011 third quarter ended December 31, 2010.
99.2	Third quarter ended December 31, 2010 slide presentation for earnings webcast conference call.

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 hereunto duly authorized.

AGILYSYS, INC.
By:	/s/     Henry R. Bond
	Henry R. Bond
	Chief Financial Officer

Date: February 2, 2011

Exhibit Index

Exhibit Number	Description
99.1	Press release issued by the Company dated February 2, 2011, announcing its results for the fiscal 2011 third quarter ended December 31, 2010.
99.2	Third quarter ended December 31, 2010 slide presentation for earnings webcast conference call.

EX-99.1

Exhibit 99.1

Agilysys Reports Unaudited Fiscal 2011 Third-Quarter

and Nine-month Results

• Fiscal Year-to-Date Revenue Up 6.7% on Across-the-Board Increases in Sales

• Company Remains Debt Free, with $45 Million Cash on Hand at December 31

CLEVELAND—February 2, 2011—Agilysys, Inc. (Nasdaq: AGYS), a leading provider of innovative IT solutions, today announced unaudited financial results for its fiscal 2011 third quarter and nine months ended December 31, 2010.

Fiscal 2011 Third-Quarter Unaudited Results of Operations

Third-quarter fiscal 2011 consolidated net revenue increased $1.2 million to $217.0 million from $215.8 million in the prior year. Software and services sales grew 7.3% and 8.2%, respectively, while hardware revenue decreased 2.2% from the prior year. Revenue from the Company’s Hospitality Solutions and Technology Solutions groups grew 8.2% and 1.6%, respectively, from the prior-year third quarter, offsetting an 8.2% revenue decline in the Retail Solutions Group.

Third-quarter gross margin declined to 21.5% from 23.2% in the prior year third quarter, primarily due to lower vendor incentives and services margins.

“We are pleased with continued positive demand momentum and expect to report approximately 10% revenue growth this fiscal year. Our solution strategy showed continued success as the higher quarterly revenues reflect our initiatives to accelerate software and services volumes. In addition, our point of sale businesses, being hospitality and retail, continue to improve with our focus on increasing both proprietary content and cross selling,” said Martin Ellis, president and chief executive officer. “However, the positive traction in the market place was offset by lower gross margins, primarily due to lower vendor rebates.”

SG&A expenses in the fiscal 2011 third quarter were $44.9 million, of which $1.1 million relates to Guest360^TM development costs that were capitalized in the fiscal 2010 third quarter and $0.7 million, associated with the Company’s ERP implementation, which will decrease significantly beginning in fiscal year 2012. Last year’s quarterly expenses of $40.5 million also included the benefit of a $1.6 million credit related to a litigation settlement.

The Company reported operating income for the quarter of $1.9 million, versus $8.6 million in last year’s third quarter. Adjusted EBITDA (defined as operating income plus depreciation and amortization), excluding asset impairment and restructuring charges, was $5.4 million for the quarter, compared with $12.6 million in the prior-year third quarter. (See reconciliation below.)

Agilysys reported net income of $2.0 million, or $0.08 per diluted share, for the fiscal 2011 third quarter, compared with net income of $13.6 million, or $0.59 per diluted share, in the previous year’s quarter.

“We have continued our aggressive investment in Guest360^TM, our next generation hotel management system, which together with our previous investments in market-leading, complementary software solutions, including property management, point of sale and inventory and procurement, positions us very well for long-term success in the hospitality industry,” said Mr. Ellis.

AGILYSYS, INC.    •     28925 FOUNTAIN PARKWAY    •    SOLON, OH 44139    •    WWW.AGILYSYS.COM

Fiscal 2011 Nine-Month Unaudited Results of Operations

Consolidated net sales in the first nine months of fiscal 2011 increased 6.7% to $531.7 million, compared with the $498.5 million reported in the first nine months of fiscal 2010. Sales of hardware, software and services increased 3.7%, 20.2% and 9.4%, respectively, compared with the prior-year period. Revenue from the Company’s Hospitality Solutions, Technology Solutions and Retail Solutions groups grew 9.8%, 7.2% and 2.1%, respectively, from the first nine months of fiscal 2010.

Gross margin decreased to 22.8% in the first nine months, compared with 25.2% in the same year-ago period, due to the lower vendor incentives and competitive pricing pressure.

SG&A expenses were $128.4 million, compared with $125.3 million in the first nine months of the prior fiscal year. The increase is primarily attributable to non-capitalized ERP implementation expenses of $2.5 million, expensing of Guest360 development costs of $2.3 million and the absence of a $1.6 million benefit related to a litigation settlement in the current fiscal year. This was partially offset by lower acquisition-related intangibles amortization, which declined by $2.4 million.

For the nine-month period, the Company reported an operating loss of $7.5 million, compared with an operating loss of $0.6 million in the first nine months of fiscal 2010. Year to date, adjusted EBITDA, excluding asset impairment and restructuring charges, was $3.2 million, versus $13.0 million in the first nine months of the prior year. (See reconciliation below.)

For the first nine months of fiscal 2011, the net loss was $10.5 million, or a loss of $0.46 per share, versus the previous year’s net income of $4.0 million, or $0.18 per diluted share. Net income for the first nine months is decreased due to lower operating income, a decrease in other income of $3.7M due to the absence of a non-recurring gain and litigation settlement and higher income taxes related to a $3.8M charge for valuation allowance recognized in the first quarter of fiscal 2011.

Fiscal 2011 Business Outlook

“While year-to-date revenue and expenses have met our expectations, our bottom line results have been disappointing. Given the gross margin pressure we have faced, we are executing on $7 million in costs savings in the current quarter. These savings will position the Company for approximately break-even operating income on a go forward basis. As we move forward with our fiscal 2012 budgeting and planning process, we will develop more comprehensive profitability targets focused on materially improving our bottom line,” Ellis concluded.

The Company stated that it expects to generate consolidated revenue of $690 million to $710 million and adjusted EBITDA, excluding asset impairment and restructuring charges, of $3 million to $6 million in fiscal year 2011. Further, the Company expects to incur stock compensation of approximately $3.5 million and depreciation and amortization expense of $13.0 million to $13.5 million. Capital expenditures are anticipated to be $8 million to $9 million, of which $5 million is related to capitalized costs associated with the development of Guest360 and the implementation of the Company’s new Oracle ERP system.

Cash on hand is expected to be $60 million to $75 million as of March 31, 2011.

Conference Call Information

A conference call will be held today, February 2, 2011, at 11:00 a.m. ET to review unaudited third-quarter and nine-month fiscal 2011 results. A slide deck will be the basis for the review. Both the slide deck and the conference call can be accessed via the Investor Relations section of www.agilysys.com. In addition, a replay of the call will be archived on the website for approximately 30 days.

To be added to Agilysys’ e-mail distribution list, please click on the link below:

http://www.agilysys.com/home/InvestorRelations/

Forward-Looking Language

This release contains certain management expectations, which may constitute forward-looking information within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities and Exchange Act of 1934, and the Private Securities Reform Act of 1995. Forward-looking

AGILYSYS, INC.    •     28925 FOUNTAIN PARKWAY    •    SOLON, OH 44139    •    WWW.AGILYSYS.COM

information speaks only as to the date of this release and may be identified by use of words such as “may,” “will,” “believes,” “anticipates,” “plans,” “expects,” “estimates,” “projects,” “targets,” “forecasts,” “continues,” “seeks,” or the negative of those terms or similar expressions. Many important factors could cause actual results to be materially different from those in forward-looking information including, without limitation, competitive factors, disruption of supplies, changes in market conditions, pending or future claims or litigation, or technology advances. No assurances can be provided as to the outcome of cost reductions, expected benefits and outcomes from our recent ERP implementation, business strategies, future financial results, unanticipated downturns to our relationships with customers and macroeconomic demand for IT products and services, unanticipated difficulties integrating acquisitions, new laws and government regulations, interest rate changes, consequences of MAK Capital’s shareholder-approved control share acquisition, and unanticipated deterioration in economic and financial conditions in the United States and around the world or the consequences. The Company does not undertake to update or revise any forward-looking information even if events make it clear that any projected results, actions, or impact, express or implied, will not be realized.

Other potential risks and uncertainties that may cause actual results to be materially different from those in forward-looking information are described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC), under Item 1A, “Risk Factors.” Copies are available from the SEC or the Agilysys website.

Use of Non-GAAP Financial Information

To supplement the unaudited condensed consolidated financial statements presented in accordance with U.S. GAAP in this release, certain non-GAAP financial measures are used. Management believes that such information can enhance investors’ understanding of the Company’s ongoing operations and is a measure used in the Company’s debt agreement. The non-GAAP measures included in this release have been reconciled to the comparable GAAP measures within an accompanying table, shown on the last page of this release.

About Agilysys, Inc.

Agilysys 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, identity management and business continuity; and provides industry-specific software, services and expertise to the retail and hospitality markets. Headquartered in Cleveland, Agilysys operates extensively throughout North America, with additional sales offices in the United Kingdom and Asia.

News releases and other information on Agilysys are available on the Internet at:

http://www.agilysys.com

–FINANCIAL STATEMENTS FOLLOW–

# # #

Contact:

Curtis Stout

Vice President and Treasurer

Agilysys, Inc.

440-519-8635

curtis.stout@agilysys.com

AGILYSYS, INC.    •     28925 FOUNTAIN PARKWAY    •    SOLON, OH 44139    •    WWW.AGILYSYS.COM

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per-share data)	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2010			2009			2010			2009
Net sales:
Products	$	179,902		$	181,459		$	433,542		$	408,750
Services		37,096			34,291			98,151			89,722
Total net sales		216,998			215,750			531,693			498,472
Cost of goods sold:
Products		153,041			152,310			367,052			333,644
Services		17,242			13,464			43,275			39,128
Total cost of goods sold		170,283			165,774			410,327			372,772
Gross margin		46,715			49,976			121,366			125,700
Selling, general and administrative expenses		44,850			40,501			128,388			125,341
Asset impairment charges		—			238			59			238
Restructuring charges		3			677			406			745
Operating (loss) income		1,862			8,560			(7,487	)		(624	)
Other (income) expenses:
Other income, net		(321	)		(4,893	)		(2,277	)		(5,963	)
Interest income		(21	)		—			(61	)		(27	)
Interest expense		316			259			880			688
Income (loss) before income taxes		1,888			13,194			(6,029	)		4,678
Income tax (benefit) expense		(110	)		(410	)		4,439			593
Income (loss) from continuing operations		1,998			13,604			(10,468	)		4,085
Income (loss) from discontinued operations, net of taxes		—			3			—			(38	)
Net income (loss)	$	1,998		$	3,607		$	(10,468	)	$	4,047
Earnings per share – basic:
Income (loss) from continuing operations	$	0.09		$	0.60		$	(0.46	)	$	0.18
Income (loss) from discontinued operations		—			—			—			—
Net income (loss)	$	0.09		$	0.60		$	(0.46	)	$	0.18
Earnings per share – diluted:
Income (loss) from continuing operations	$	0.08		$	0.59		$	(0.46	)	$	0.18
Income (loss) from discontinued operations		—			—			—			—
Net income (loss)	$	0.08		$	0.59		$	(0.46	)	$	0.18
Weighted average shares outstanding
Basic		22,752,632			22,624,622			22,751,042			22,625,866
Diluted		23,553,660			23,170,992			22,751,042			23,010,272
Cash dividends per share	$	—		$	—		$	—		$	0.06

AGILYSYS, INC.    •     28925 FOUNTAIN PARKWAY    •    SOLON, OH 44139    •    WWW.AGILYSYS.COM

AGILYSYS, INC.

BUSINESS SEGMENT INFORMATION

(UNAUDITED)

(In thousands)

	Three Months Ended December 31, 2010															Nine Months Ended December 31, 2010
	Reportable Segments															Reportable Segments
	HSG			RSG			TSG			Corp/ Other			Consolidated			HSG			RSG			TSG			Corp/ Other			Consolidated
Total net revenue	$	24,340		$	34,333		$	158,325		$	—		$	216,998		$	67,959		$	86,827		$	376,907		$	—		$	531,693
Gross margin	$	13,345		$	5,795		$	27,575		$	—		$	46,715		$	38,848		$	17,012		$	65,506		$	—		$	121,366
Gross margin percentage		54.8	%		16.9	%		17.4	%					21.5	%		57.2	%		19.6	%		17.4	%					22.8	%
Operating income (loss)	$	1,955		$	1,042		$	6,987		$	(8,122	)	$	1,862		$	4,408		$	3,889		$	9,552		$	(25,336	)	$	(7,487	)
Other income, net		—			—			—			321			321			—			—			—			2,277			2,277
Interest expense, net		—			—			—			(295	)		(295	)		—			—			—			(819	)		(819	)
Income (loss) from continuing operations before income taxes	$	1,955		$	1,042		$	6,987		$	(8,096	)	$	1,888		$	4,408		$	3,889		$	9,552		$	(23,878	)	$	(6,029	)
Non-cash charges:
Depreciation and amortization(1)	$	1,045		$	84		$	1,046		$	1,334		$	3,509		$	3,206		$	246		$	2,552		$	4,216		$	10,220
Asset impairment		—			—			—			—			—			59			—			—			—			59
Restructuring charges		—			—			—			3			3			—			—			—			406			406
Total	$	1,045		$	84		$	1,046		$	1,337		$	3,512		$	3,265		$	246		$	2,552		$	4,622		$	10,685
	Three Months Ended December 31, 2009															Nine Months Ended December 31, 2009
	Reportable Segments															Reportable Segments
	HSG			RSG			TSG			Corp/ Other			Consolidated			HSG			RSG			TSG			Corp/ Other			Consolidated
Total net revenue	$	22,498		$	37,384		$	155,868		$	—		$	215,750		$	61,875		$	85,069		$	351,528		$	—		$	498,472
Gross margin	$	14,311		$	7,415		$	28,250		$	—		$	49,976		$	38,089		$	17,485		$	70,888		$	(762	)	$	125,700
Gross margin percentage		63.6	%		19.8	%		18.1	%					23.2	%		61.6	%		20.6	%		20.2	%					25.2	%
Operating income (loss)	$	3,842		$	2,694		$	7,903		$	(5,879	)	$	8,560		$	5,446		$	5,022		$	10,938		$	(22,030	)	$	(624	)
Other income, net		—			—			—			4,893			4,893			—			—			—			5,963			5,963
Interest expense, net		—			—			—			(259	)		(259	)		—			—			—			(661	)		(661	)
Income (loss) from continuing operations before income taxes	$	3,842		$	2,694		$	7,903		$	(1,245	)	$	13,194		$	5,446		$	5,022		$	10,938		$	(16,728	)	$	4,678
Non-cash charges:
Depreciation and amortization(1)	$	1,081		$	49		$	811		$	1,201		$	3,142		$	3,308		$	143		$	5,579		$	3,610		$	12,640
Asset impairment charges		90			—			—			148			238			90			—			—			148			238
Restructuring charges		—			—			—			677			677			—			—			—			745			745
Total	$	1,171		$	49		$	811		$	2,026		$	4,057		$	3,398		$	143		$	5,579		$	4,503		$	13,623

⁽¹⁾ Does not include the amortization of deferred financing fees totaling $131 and $126 for the three months ended December 31, 2010 and 2009, respectively; and, $393 and $346 for the nine months ended December 31, 2010 and 2009, respectively.

AGILYSYS, INC.    •     28925 FOUNTAIN PARKWAY    •    SOLON, OH 44139    •    WWW.AGILYSYS.COM

AGILYSYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts at December 31, 2010 are unaudited)

(In thousands, except share and per-share data)	December 31, 2010			March 31, 2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	45,263		$	65,535
Accounts receivable, net		210,341			104,808
Inventories, net		22,528			14,446
Deferred income taxes – current, net		—			144
Prepaid expenses and other current assets		4,328			5,125
Income taxes receivable		10,150			10,394
Total current assets		292,610			200,452
Goodwill		50,522			50,418
Intangible assets, net		30,435			32,510
Deferred income taxes – non-current, net		—			899
Other non-current assets		18,356			18,175
Property and equipment, net		26,431			27,995
Total assets	$	418,354		$	330,449
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	149,124		$	70,171
Deferred revenue		30,828			23,810
Accrued liabilities		24,754			17,183
Income taxes payable		262			—
Deferred income taxes – current, net		307			—
Capital lease obligations – current		581			311
Total current liabilities		205,856			111,475
Deferred income taxes – non-current, net		3,571			412
Other non-current liabilities		17,780			19,638
Shareholders’ equity:
Common shares, without par value, at $0.30 stated value; 80,000,000 shares authorized; 31,606,831 shares issued; and 23,051,825 and 22,932,043 shares outstanding at December 31, 2010 and March 31, 2010, respectively		9,482			9,482
Treasury shares (8,555,006 at December 31, 2010 and 8,674,788 shares at March 31, 2010)		(2,567	)		(2,602	)
Capital in excess of stated value		(6,419	)		(8,770	)
Retained earnings		191,666			202,134
Accumulated other comprehensive loss		(1,015	)		(1,320	)
Total shareholders’ equity		191,147			198,924
Total liabilities and shareholders’ equity	$	418,354		$	330,449

AGILYSYS, INC.    •     28925 FOUNTAIN PARKWAY    •    SOLON, OH 44139    •    WWW.AGILYSYS.COM

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)	Nine Months Ended December 31,
	2010			2009
Operating activities:
Net (loss) income	$	(10,468	)	$	4,047
Add: Loss from discontinued operations		—			38
(Loss) income from continuing operations		(10,468	)		4,085
Adjustments to reconcile net (loss) income from continuing operations to net cash (used for) provided by operating activities:
Gain on redemption of Company-owned life insurance policies		(2,065	)		—
Gain on redemption of investment in The Reserve Fund’s Primary Fund		(147	)		(2,505	)
Asset impairment charges		59			238
Loss on the sale of securities		—			91
Depreciation		3,173			2,859
Amortization		7,440			10,127
Deferred income taxes		4,462			2,724
Stock-based compensation		2,625			1,709
Change in cash surrender value of Co.-owned life insurance policies		247			(671	)
Changes in operating assets and liabilities:
Accounts receivable		(105,265	)		(28,532	)
Inventories		(8,071	)		2,153
Accounts payable		78,802			94,417
Accrued and other liabilities		11,181			(21,064	)
Income taxes receivable		(28	)		(5,322	)
Other changes, net		858			(878	)
Other non-cash adjustments		1,184			1,686
Total adjustments		(5,545	)		57,032
Net cash (used for) provided by operating activities		(16,013	)		61,117
Investing activities:
Proceeds from The Reserve Fund’s Primary Fund		147			2,337
Proceeds from redemption of/borrowings against Company-owned life insurance policies		4,349			12,500
Additional investments in Company-owned life insurance policies		(1,015	)		(1,494	)
Proceeds from the sale of marketable securities		14			42
Additional investments in marketable securities		(2,101	)		(45	)
Purchase of property and equipment		(5,670	)		(9,672	)
Net cash (used for) provided by investing activities		(4,276	)		3,668
Financing activities:
Floor plan financing agreement, net		—			(74,468	)
Proceeds from borrowings under credit facility		15,325			5,000
Principal payments under credit facility		(15,325	)		(5,000	)
Debt financing costs		—			(1,520	)
Issuance of common shares		—			33
Dividends paid		—			(1,360	)
Principal payments under long-term obligations		(273	)		(258	)
Net cash used for financing activities		(273	)		(77,573	)
Effect of exchange rate changes on cash		290			775
Cash flows used for continuing operations		(20,272	)		(12,013	)
Cash flows of discontinued operations - operating		—			204
Net decrease in cash		(20,272	)		(11,809	)
Cash at beginning of period		65,535			36,244
Cash at end of period	$	45,263		$	24,435

AGILYSYS, INC.    •     28925 FOUNTAIN PARKWAY    •    SOLON, OH 44139    •    WWW.AGILYSYS.COM

AGILYSYS, INC.

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA FROM CONTINUING OPERATIONS

(Unaudited)

(In thousands)	Three Months Ended December 31,						Nine Months Ended December 31,
	2010			2009			2010			2009
Net income (loss)	$	1,998		$	13,607		$	(10,468	)	$	4,047
Plus:
Interest expense, net		295			259			819			661
Income tax expense		(110	)		(410	)		4,439			593
Depreciation and amortization expense (a)		3,509			3,142			10,220			12,640
Other income, net		(321	)		(4,893	)		(2,277	)		(5,963	)
(Income) loss from discontinued operations, net of tax		—			(3	)		—			38
Adjusted EBITDA from continuing operations		5,371			11,702			2,733			12,016
Asset impairment charges		—			238			59			238
Restructuring charges		3			677			406			745
Adjusted EBITDA from continuing operations excluding asset impairment and restructuring charges	$	5,374		$	12,617		$	3,198		$	12,999

(a) Depreciation and amortization expense excludes amortization of deferred financing fees, totaling $131 and $126 for the three months ended December 31, 2010 and 2009, respectively; and, $393 and $346 for the nine months ended December 31, 2010 and 2009, respectively, as such costs are already included in interest expense, net.

AGILYSYS, INC.    •     28925 FOUNTAIN PARKWAY    •    SOLON, OH 44139    •    WWW.AGILYSYS.COM

EX-99.2

Agilysys, Inc. (Nasdaq: AGYS)

Fiscal 2011 Unaudited Third Quarter Results

February 2, 2011

Exhibit 99.2

2

Forward looking statements & non-GAAP financial

information

Forward-Looking Language

This presentation contains certain management expectations, which may constitute forward-looking information

within the meaning of Section 27A of the Securities Act of 1933,

Section 21E of the Securities and Exchange Act of

1934, and the Private Securities Reform Act of 1995. Forward-looking information speaks only as to the date of this

presentation and may be identified by use of words such as “may,”

“will,”

“believes,”

“anticipates,”

“plans,”

“expects,”

“estimates,”

“projects,”

“targets,”

“forecasts,”

“continues,”

“seeks,”

or the negative of those terms

or similar expressions. Many important factors could cause actual results to be materially different from those in

forward-looking information including, without limitation, competitive factors, disruption of supplies, changes in

market conditions, pending or future claims or litigation, or technology advances. No assurances can be provided as

to the outcome of cost reductions, expected benefits and outcomes from our recent ERP implementation, business

strategies, future financial results, unanticipated downturns to

our relationships with customers and

macroeconomic demand for IT products and services, unanticipated

difficulties integrating acquisitions, new laws

and government regulations, interest rate changes, consequences of MAK Capital’s shareholder-approved control

share acquisition, and unanticipated deterioration in economic and financial conditions in the United States and

around the world or the consequences. The Company does not undertake to update or revise any forward-looking

information even if events make it clear that any projected results, actions, or impact, express or implied, will not

be realized.

Other potential risks and uncertainties that may cause actual results to be materially different from those in

forward-looking information are described in the Annual Report filed with the SEC, under Item 1A, “Risk Factors.”

Copies are available from the SEC or the Agilysys web site.

Use of Non-GAAP Financial Information

To supplement the unaudited condensed consolidated financial statements presented in accordance with U.S. GAAP

in this presentation, certain non-GAAP financial measures are used.

Management believes that such information can enhance investors'

understanding of the Company's ongoing

operations. The non-GAAP measures included in this presentation have been reconciled

to the comparable GAAP

measures within an accompanying table, shown on the last page of

this presentation.

3

Highlights

Continued focus on accelerating software and services sales

Demand environment has improved —

fiscal-to-date revenue increased 7% over prior year

Q3 revenue increased 1% compared with fiscal year 2010, driven by software and services

Gross margin was 21.5% down from 23.2% in prior-year quarter largely due to lower vendor

rebates and services margins

SG&A increased $4.3M year over year largely due to previously capitalized development costs

now

being

expensed

and

absence

of

litigation

award

recognized

in

Q3

fiscal

year

2010

Executing on $7M in annualized cost savings in Q4 fiscal year 2011

Earnings per diluted share from continuing operations for the quarter was $0.08 compared with

earnings per diluted share of $0.59 in Q3 fiscal year 2010

Continued

aggressive

investment

in

Guest360™

—

Agilysys’

next

generation

hotel

management

solution

4

Q3 review: consolidated results

Revenue increased 1%; hardware decreased by

2%, software increased by 7% and services

increased by 8%

Gross margins decreased 170 basis points due

to lower vendor rebates and services margins

SG&A, excluding depr. & amort., increased by

$4.1M

Operating income was $1.9M compared with

operating income of $8.6M in Q3 FY10

Other income, net is down $4.6M due to

absence of non-recurring gain and litigation

settlement included in prior-year quarter

Q3 Year-over-Year Commentary

Statement of Operations ($Mil., except per share)

2010

2009

%

Net sales

$217.0

$215.8

0.6%

Cost of goods sold ¹

$170.3

$165.8

2.7%

Gross profit

$46.7

$50.0

(6.5%)

21.5%

23.2%

SG&A (excl. depr. & amort.)

$41.8

$37.7

11.0%

Depreciation & amortization

$3.0

$2.8

7.8%

Asset impairment charge

$0.0

$0.2

(100.0%)

Restructuring charge

$0.0

$0.7

(100.0%)

Operating income

$1.9

$8.6

Other (income), net

($0.3)

($4.9)

Interest expense, net

$0.3

$0.3

Income before income taxes

$1.9

$13.2

Income tax (benefit)

($0.1)

($0.4)

Income from cont. ops.

$2.0

$13.6

Income from disc. ops., net of taxes

$0.0

$0.0

Net income

$2.0

$13.6

Diluted earnings per share:

Continuing operations

$0.08

$0.59

Discontinued operations

$0.00

$0.00

Net earnings

$0.08

$0.59

Adjusted EBITDA excl. charges²

$5.4

$12.6

2.5%

5.8%

(1) $0.5M and $0.3M of developed technology amortization included in COGS

     for Q3FY11 and Q3FY10, respectively

(2) Excludes Restructuring and asset impairment charges

December 31,

Three Months Ended

5

Q3 review: Hospitality (“HSG”)

Revenue increased 8% from prior year due to

higher software and services sales

Gross margin decreased due to lower services

margins

SG&A, excluding depr. & amort., increased by

$1.2M

due

to

Guest360™

costs

of

$1.1M

which

were expensed compared with prior-year costs

that were capitalized

Adjusted EBITDA decreased $2.0M due to lower

margins and expensing previously capitalized

Guest360 development costs

HSG Segment Profit ($Mil.)

Q3 Year-over-Year Commentary

2010

2009

%

Net sales

$24.3

$22.5

8.2%

Cost of goods sold ¹

$11.0

$8.2

34.2%

Gross profit

$13.3

$14.3

(6.7%)

54.8%

63.6%

SG&A (excl. depr. & amort.)

$10.8

$9.6

12.4%

Depreciation & amortization

$0.6

$0.8

(24.3%)

Asset impairment

$0.0

$0.1

(100.0%)

Operating income

$2.0

$3.8

Depreciation & amortization

$1.0

$1.1

Adjusted EBITDA excl. charges²

$3.0

$5.0

12.3%

22.3%

(1) $0.5M and $0.3M of developed technology amortization included in COGS

     for Q3FY11 and Q3FY10, respectively

(2) Excludes Asset impairment charges

Three Months Ended

December 31,

6

Q3 review: Retail (“RSG”)

Revenue decreased 8% primarily due to lower

hardware sales

Gross margin contracted due to lower services

margins

SG&A, excl. depr. & amort., was flat with

prior-year quarter

Adjusted EBITDA decreased $1.6M due to lower

revenue and gross

margin

RSG Segment Profit ($Mil.)

Q3 Year-over-Year Commentary

2010

2009

%

Net sales

$34.3

$37.4

(8.2%)

Cost of goods sold

$28.5

$30.0

(4.8%)

Gross profit

$5.8

$7.4

(21.9%)

16.9%

19.8%

SG&A (excl. depr. & amort.)

$4.7

$4.7

(0.3%)

Depreciation & amortization

$0.1

$0.0

nm

Operating income

$1.0

$2.7

Depreciation & amortization

$0.1

$0.0

Adjusted EBITDA

$1.1

$2.7

3.3%

7.3%

Three Months Ended

December 31,

7

Q3 review: Technology (“TSG”)

Revenue increased 2% due to higher software

and services attach rates

Gross margin contracted 70 basis points in

quarter

Gross margin excluding vendor incentives

were 90 basis points higher

Decline in Sun/Oracle vendor incentives

more than offset higher transaction margin

SG&A, excl. depr. & amort., was essentially

flat

Adjusted EBITDA decreased $0.7M due to lower

vendor incentives

TSG Segment Profit ($Mil.)

Q3 Year-over-Year Commentary

2010

2009

%

Net sales

$158.3

$155.9

1.6%

Cost of goods sold

$130.8

$127.6

2.5%

Gross profit

$27.6

$28.3

(2.4%)

17.4%

18.1%

SG&A (excl. depr. & amort.)

$19.5

$19.5

nm

Depreciation & amortization

$1.0

$0.8

29.1%

Operating income

$7.0

$7.9

Depreciation & amortization

$1.0

$0.8

Adjusted EBITDA

$8.0

$8.7

5.1%

5.6%

Three Months Ended

December 31,

8

Q3 review: Corporate

SG&A, excl. depr. & amort., increased $2.9M

Prior-year quarter included $1.6M one-time

credit from litigation settlement

Development costs of $0.7M related to

implementation of new Oracle ERP system

capitalized in prior year quarter

Adjusted EBITDA, excluding charges,

decreased $2.9M

Corporate Segment ($Mil.)

Q3 Year-over-Year Commentary

2010

2009

$  

SG&A (excl. depr. & amort.)

$6.8

$3.9

$2.9

Depreciation & amortization

$1.3

$1.2

$0.1

Asset impairment charge

$0.0

$0.1

($0.1)

Restructuring charge

$0.0

$0.7

($0.7)

Operating loss

($8.1)

($5.9)

($2.2)

Depreciation & amortization

$1.3

$1.2

$0.1

Adjusted EBITDA

($6.8)

($4.7)

($2.1)

Adjusted EBITDA excl. charges¹

($6.8)

($3.9)

($2.9)

(1) Excludes Restructuring and asset impairment charges

Three Months Ended

December 31,

9

FY11 fiscal-to-date (“FTD”) review: consolidated results

Revenue

grew

approximately

7%

—

HSG

grew

10%, RSG 2% and TSG 7%

Gross margins declined 240 basis points

primarily due to lower Sun/Oracle vendor

incentives and competitive selling pressure

SG&A, excl. depr. & amort., increased $5.7M

Previously capitalized Guest360 development

increased SG&A by $2.3M

Previously capitalized Oracle implementation

costs increased SG&A by $2.5M

Prior-year SG&A includes credit of $1.6M

related to litigation settlement

Other income is down $3.7M due to absence of

non-recurring gain and litigation settlement

included in prior-year fiscal-to-date results

Taxes include a $3.8M charge for valuation

allowance related to deferred tax assets

FTD Year-over-Year Commentary

Statement of Operations ($Mil., except per share)

2010

2009

%

Net sales

$531.7

$498.5

6.7%

Cost of goods sold ¹

$410.3

$372.8

10.1%

Gross profit

$121.4

$125.7

(3.4%)

22.8%

25.2%

SG&A (excl. depr. & amort.)

$119.4

$113.7

5.1%

Depreciation & amortization

$9.0

$11.7

(23.0%)

Asset impairment charges

$0.1

$0.2

(75.0%)

Restructuring charges

$0.4

$0.7

(46.3%)

Operating loss

($7.5)

($0.6)

Other (income)/expense, net

($2.3)

($6.0)

(61.8%)

Interest expense, net

$0.8

$0.7

24.1%

(Loss) income before income taxes

($6.0)

$4.7

Income tax expense

$4.4

$0.6

(Loss) income from cont. ops.

($10.5)

$4.1

Loss from disc. ops., net of taxes

($0.0)

($0.0)

Net (loss) income

($10.5)

$4.0

Diluted loss income per share:

Continuing operations

($0.46)

$0.18

Discontinued operations

$0.00

$0.00

Net (loss) income

($0.46)

$0.18

Adjusted EBITDA excl. charges²

$3.2

$13.0

0.6%

2.6%

(1) $1.2M and $1.0M of developed technology amortization included in COGS

     for FTD Q3FY11 and Q3FY10, respectively

(2) Excludes Restructuring and asset impairment charges

Fiscal Year

December 31,

10

FY11 Q3 review: summary balance sheet performance

Cash

at

quarter-end

was

$45.3M

—

up

$6.2M

from September 2010

Days sales outstanding increased from 77 days

at

9/30/10

to

87

days

—

impact

to

cash

flow

from higher receivables partially offset by

higher account payables

Capital expenditures were $2.1M for Q3 FY11

compared

with

$3.8M

in

Q3

FY10

—

majority

of

Oracle expenditures were expensed in Q3 FY11

Commentary

Working Capital ($Mil.)

•

Working capital is (A/R + Inventory) less (A/P + Deferred Revenue)

•

Quarterly revenue annualized at historical quarterly skew

$182.6

$104.8

$121.9

$157.6

$210.3

$25.1

$14.4

$25.9

$22.6

$22.5

10.1%

4.0%

6.2%

9.0%

6.5%

$0

$45

$90

$135

$180

$225

Q3FY10

Q4FY10

Q1FY11

Q2FY11

Q3FY11

0%

3%

6%

9%

12%

15%

Receivables

Inventory

Working capital as % of sales

11

Rolling twelve-month revenue

HSG Revenue ($Mil.)

TSG Revenue ($Mil.)

$108

$103

$106

$111

$111

$116

$113

$24

$48

$72

$96

$120

Jun '09

Sep '09

Dec '09

Mar '10

Jun '10

Sep '10

Dec '10

RSG Revenue ($Mil.)

AGYS Consolidated Revenue ($Mil.)

$91

$91

$86

$83

$90

$88

$90

$20

$40

$60

$80

$100

Jun '09

Sep '09

Dec '09

Mar '10

Jun '10

Sep '10

Dec '10

$482

$472

$467

$447

$443

$468

$470

$100

$200

$300

$400

$500

Jun '09

Sep '09

Dec '09

Mar '10

Jun '10

Sep '10

Dec '10

$680

$665

$660

$641

$643

$671

$672

$140

$280

$420

$560

$700

Jun '09

Sep '09

Dec '09

Mar '10

Jun '10

Sep '10

Dec '10

12

FY11 Outlook

Expect FY11 revenue of $690M to $710M

Expect

FY11

adjusted

EBITDA¹

of

$3M

to

$6M

Expect cash on hand as of March 31, 2011 to be $60M to $75M

Depreciation and amortization is forecast to be $13.0M to $13.5M

Stock compensation expense is expected to be approximately $3.5M, which is expensed in the

calculation of adjusted EBITDA

Capital expenditures are expected to be $8M to $9M of which $3M relates to capitalization of

Guest360™

development

costs

and

$2M

relates

to

Oracle

ERP

implementation

1. Adjusted EBITDA is operating income plus depreciation and amortization, excluding restructuring and asset impairment charges

Agilysys, Inc. (Nasdaq: AGYS)

Fiscal 2011 Unaudited Third Quarter Results

February 2, 2010

14

Reconciliation of net income/(loss) to adjusted EBITDA

2010

2009

2010

2009

Net income (loss)

1,998

$     

13,607

$    

(10,468)

$  

4,047

$      

Plus:

    Interest expense, net

295

259

819

661

    Income (benefit) tax expense

(110)

(410)

4,439

593

    Depreciation and amortization expense (a)

3,509

3,142

10,220

12,640

    Other income, net

(321)

(4,893)

(2,277)

(5,963)

    (Income) loss from discontinued operations, net of tax

-

(3)

-

38

Adjusted EBITDA from continuing operations

5,371

$     

11,702

$    

2,733

$     

12,016

$    

Asset impairment charges

-

238

59

238

Restructuring charges

3

677

406

745

Adjusted EBITDA from continuing operations excluding asset

impairment and restructuring charges

5,374

$     

12,617

$    

3,198

$     

12,999

$    

(a) Depreciation and amortization expense excludes amortization of deferred financing fees totaling $131 and $126 for the

      three months ended December 31, 2010 and 2009, respectively, and $393 and $346 for the nine months ended

      December 31, 2010 and 2009, respectively, as such costs are already included in interest expense, net.

Nine Months Ended

December 31,

(In thousands)

Three Months Ended

December 31,