 Agilysys, Inc. (Nasdaq: AGYS)
June 2011
Exhibit 99.1 |
 2
Forward looking statements & non-GAAP financial
information
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 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 related
to the concentrated ownership of our outstanding shares by MAK Capital, and unanticipated deterioration
in economic and financial conditions in the United States and around the world or the
consequences; uncertainties associated with the proposed sale of the Company’s TSG business to OnX Enterprise Solutions,
including uncertainties related to the anticipated timing of filings and approvals relating to the
transaction, the expected timing of completion of the transaction and the ability to complete
the transaction. 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 presentation, certain non-GAAP financial measures as defined by the SEC
rules 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.
Additional Information
In connection with the proposed TSG divesture, the Company will file a proxy statement with the
Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE COMPANY. You will be able to obtain the proxy statement, as well as other filings containing information about the
Company, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy
statement and other filings made by the Company with the SEC can also be obtained, free of
charge, by directing a request to Agilysys Inc., 28925 Fountain Parkway, Solon, Ohio, 44139, Attention: Treasurer.
Participants in the Solicitation
The Company and
its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the
special meeting of shareholders that will be held to consider the proposed transaction.
Information about the Company’s directors and executive officers and their ownership of the
Company’s common stock is set forth in the proxy statement for the Company’s Annual Meeting of shareholders, which was filed with the SEC on
June 25, 2010. Shareholders may obtain additional information regarding the interests of the
Company and its directors and executive officers in the proposed transaction, which may be
different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding
the proposed transaction, when filed with the SEC.
|
 3
Agilysys: overview
Formed:
1963
Ticker symbol:
AGYS (NASDAQ)
Market capitalization:
~$175 million
Capital structure as of 3/31/11:
Debt-free w/$74M cash
Fiscal 2011* sales:
$675 million
Markets served as % of revenue:
98% North America
2% Asia and Europe
Employees:
1,200
Corporate HQ:
Solon, Ohio (relocating to Atlanta)
Quick Facts
Summary
Leading
developer
and
marketer
of
proprietary
enterprise
software,
services
and
solutions to the hospitality and retail industries
Divesting
technology
solutions
(data
center
focus)
business
to
focus
on
hospitality
solutions and point-of-sale (hospitality: proprietary software and retail:
store- front focus)
*March 31
st
fiscal year |
 4
Strategic update
Announced
on
May
31
st
a
definitive
agreement
to
sell
Technology
Solutions
Group
(TSG)
business
for a purchase price of $64 million in cash to OnX Enterprise Solutions
Strategic
emphasis
focuses
on
improving
business
performance
and
returning
capital
to
shareholders
Shareholder value to be driven by improved operating and financial results of remaining
Hospitality Solution and Retail Solution Groups
Customer and solution focus
Profitable growth
Select investments to enhance core offerings
Reduce operating expenses
Reduce corporate expense of servicing our businesses, including reducing our
facilities’ footprint
—
Today announced relocation of corporate headquarters to Alpharetta, Georgia to reduce
corporate costs and reposition support closer to key revenue producing
locations in Georgia and South Carolina |
 5
Agilysys solutions
(1)
Adjusted EBITDA, excludes asset impairment and restructuring charges.
Reconciliation provided at back of presentation
FY11 Rev.:
$201M
Adj. EBITDA
1
:
$15.1M
FY11 Rev.:
$474M
Adj. EBITDA
1
:
$8.7M
Leading proprietary software and
service solutions for hospitality
and retail
High value-add proprietary
enterprise software
Deep vertical experience and
expertise
Blue chip customer base
High-end enterprise data center
solutions for Fortune 1000 & gov’t
Deep relationship with all leading
technology vendors
National presence
Deep technical skills
Reputation for complex solutions |
 6
Hospitality software, solutions and markets
Products
Markets |
 7
Hospitality revenue mix
Software
Recurring Services
Hardware
Hardware
23%
Software
16%
Services
17%
Recurring
Svcs.
44%
Services
Software maintenance
SAAS/Hosting
Point of sale
Servers
Enterprise applications
Complementary apps.
Implementation & training
Help desk & support |
 8
Retail products and solutions
Services
Enterprise
hardware
Point-of-sale
Peripherals
Implementation
Hardware
maintenance
Depot services
Software
development &
maintenance
Retail help desk
support
Managed services
Business
consulting
Software
POS software
Proprietary
software
Enterprise
software
Hardware
Comprehensive
Solutions |
 9
POS
Other
Cisco
Verifone
Server
Symbol
Retail revenue mix
H/W maintenance
& depot
Consulting &
implementation
Development,
maintenance
& help desk
Resold services
Revenue Mix
S/ware
3%
Services
16%
Recurring
Svcs.
20%
Hardware
61% |
 Agilysys, Inc. (Nasdaq: AGYS)
Appendix |
 11
Reconciliation of segment TTM operating income
to adjusted EBITDA
($Mil.)
HSG
RSG
TSG
Operating income
$6.03
$3.37
($31.74)
Plus: Depreciation & amortization
$4.30
$0.45
$2.88
Adjusted EBITDA
$10.33
$3.82
($28.86)
Plus: Restructuring charges
$0.00
$0.00
$0.79
Plus: Asset impairment charges
$0.96
$0.00
$36.76
Adjusted EBITDA ex. charges
$11.29
$3.82
$8.69
FY 2011
March 31
st
fiscal yearend |