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: July 26, 2012

(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.)
425 Walnut Street, Suite 1800 Cincinnati, Ohio		45202
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (770) 810-7800

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 July 26, 2012, Agilysys, Inc. issued a press release announcing its results for fiscal 2013 first quarter ended June 30, 2012. 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 item is furnished as an exhibit to this current report on Form 8-K:

99.1	Press release issued by Agilysys, Inc. dated July 26, 2012, announcing its results for the first quarter ended June 30, 2012.
99.2	First quarter ended June 30, 2012 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/ Robert R. Ellis
	Robert R. Ellis
	Senior Vice President, Chief Financial Officer and Treasurer

Date: July 26, 2012

Exhibit Index

Exhibit Number	Description
99.1	Press release issued by Agilysys, Inc. dated July 26, 2012, announcing its results for the first quarter ended June 30, 2012.
99.2	First quarter ended June 30, 2012 slide presentation for earnings webcast conference call.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Agilysys Reports Unaudited Fiscal 2013 First-Quarter Results

Company sees significant improvements year over year; reporting first-quarter adjusted income of $0.03 per diluted share and a GAAP loss of $0.07 per share

ATLANTA—July 26, 2012—Agilysys, Inc. (Nasdaq: AGYS), a leading developer and marketer of proprietary enterprise software, services and solutions to the hospitality and retail industries, today announced unaudited financial results for the fiscal 2013 first quarter ended June 30, 2012.

Summary Fiscal 2013 First-Quarter Unaudited Financial Results From Continuing Operations

• Total net revenue declined 2% to $51.6 million, compared with $52.6 million in the same prior-year period. The Hospitality segment was up 15% year over year, while the Retail segment was down 11%, due to significant hardware revenue sales that occurred in fiscal 2012, which did not repeat in the current fiscal year.

• Although revenues were slightly down year over year, gross profit grew significantly as the movement to higher quality revenue continued. Gross profit increased by $2.3 million, or 13%, resulting in a gross margin of 39.5%, compared with 34.4% in the same prior-year period.

• Adjusted operating income (excluding stock-based compensation, amortization of acquisition-related intangibles and other one-time items) increased $3.5 million to $1.0 million, reversing prior-year adjusted operating loss of $2.5 million. (See reconciliation below.)

• Adjusted net income (non-GAAP) from continuing operations grew to $0.7 million, or $0.03 per share, compared with adjusted net loss of $2.9 million, or ($0.12) per share, last year. (See reconciliation below.)

• GAAP net loss narrowed to $1.6 million, or ($0.07) per share, from the loss of $6.9 million, or ($0.30) per share, for the same period in the prior fiscal year.

• Operating results from former Technology Solutions Group (TSG), including gain on sale, as well as its assets and liabilities, reported as components of discontinued operations during fiscal 2012.

“Entering fiscal 2013, we continued to make significant progress transitioning our business model to higher-quality and recurring revenue streams to produce more consistent and sustainable growth,” commented President and CEO James Dennedy. “Revenues from Support, Maintenance and Subscription Services, combined with Professional Services, grew 12%, nearly offsetting the 14% decline in Products revenue during the quarter. We remain keenly focused on high-quality revenue opportunities in the high-end segments of the markets we serve. Over time, our focus on high-quality products, services, markets and revenue will result in a growing, profitable business that will outperform the market.”

AGILYSYS, INC.    —    1000 WINDWARD CONCOURSE    —    ALPHARETTA, GA 30005    —    WWW.AGILYSYS.COM

Chief Financial Officer Robb Ellis added, “Our business returned to profitability during the quarter—before non-cash charges such as stock-based compensation and amortization of acquired intangibles, and excluding one-time charges such as restructuring. In addition, we are pleased by the significant margin expansion generated during the first quarter, despite it traditionally being a seasonally weak period. This improvement reflects and reinforces our strategy of emphasizing marketing efforts on higher margin implementations, subscription and support services, which are less commoditized and offer a greater value proposition for our customers. As a result, our confidence in the projected results for the year continues to improve and we are reaffirming our previously stated guidance.”

Outlook

The Company is reaffirming previous guidance for fiscal 2013 as follows:

Full-year consolidated revenue is expected to be between $208 million and $211 million. Adjusted operating income is anticipated to be in a range of $3.5 million to $4.5 million, reversing the $7.9 million adjusted operating loss in fiscal 2012. Full-year adjusted net income per share is anticipated to improve from the $0.39 loss reported for fiscal 2012 to positive adjusted net income per diluted share of between $0.16 and $0.21 in the current year.

Conference Call Information

A conference call will be held today, July 26, 2012, at 4:30 p.m. ET to review unaudited first-quarter fiscal 2013 results. To participate in the live call, dial 877-317-6789 (International: 412-317-6789) 10 minutes before the call begins, or 4:20 p.m. ET. The conference ID is 10016241. 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’ email distribution list, please click on the link below:

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

Forward-Looking Language

This press release and other publicly available documents, including the documents incorporated herein and therein by reference, contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These statements are based on management’s current expectations, intentions or beliefs and are subject to a number of factors, assumptions and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences or that might otherwise impact the business include the risk factors set forth in Item 1A of the company’s Annual Report for the fiscal year ended March 31, 2012. Copies are available from the SEC or the Agilysys website. We undertake no obligation to update any such factor or to publicly announce the results of any revisions to any forward-looking statements contained herein whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Information

To supplement the unaudited condensed consolidated financial statements presented in accordance with U.S. GAAP in this press release, certain non-GAAP financial measures as defined by the SEC rules are used. These non-GAAP financial measures include adjusted operating income (loss) from continuing operations, adjusted net income (loss), adjusted net income (loss) per share and adjusted cash flow from

AGILYSYS, INC.    —    1000 WINDWARD CONCOURSE    —    ALPHARETTA, GA 30005    —    WWW.AGILYSYS.COM

operations. Management believes that such information can enhance investors’ understanding of the company’s ongoing operations. See the accompanying tables below for reconciliations of adjusted operating income (loss) from continuing operations and adjusted net income (loss), and adjusted cash flow from operations to the comparable GAAP measures.

Guidance

Guidance figures are based on the company’s current estimates and are subject to change by factors outside the company’s control. While this guidance is provided to give investors insight into expectations for the period, actual results may vary.

About Agilysys

Agilysys is a leading developer and marketer of proprietary enterprise software, services and solutions to the hospitality and retail industries. The company specializes in market-leading point-of-sale, property management, inventory and procurement, and mobile and wireless solutions that are designed to streamline operations, improve efficiency and enhance the consumer’s experience. Agilysys serves casinos, resorts, hotels, foodservice venues, stadiums, cruise lines, grocery stores, convenience stores, general and specialty retail businesses and partners. Agilysys operates extensively throughout North America, with additional sales and support offices in the United Kingdom, Singapore and Hong Kong. For more information, visit www.agilysys.com.

# # #

Investor Contact:

Robb Ellis

Chief Financial Officer

Agilysys, Inc.

770-810-7800

Robb.Ellis@agilysys.com

AGILYSYS, INC.    —    1000 WINDWARD CONCOURSE    —    ALPHARETTA, GA 30005    —    WWW.AGILYSYS.COM

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In thousands, except per share data)	Three Months Ended June 30,
	2012			2011
Net revenue:
Products	$	24,118		$	27,954
Support, maintenance and subscription services		18,436			17,525
Professional services		9,092			7,112
Total net revenue		51,646			52,591
Cost of goods sold:
Products		18,859			23,308
Support, maintenance and subscription services		6,799			6,468
Professional services		5,610			4,727
Total cost of goods sold		31,268			34,503
Gross profit		20,378			18,088
Operating expenses:
Product development		6,285			7,945
Sales and marketing		5,921			5,563
General and administrative		6,809			8,653
Depreciation of fixed assets		700			1,012
Amortization of intangibles		880			931
Asset impairment and related charges		208			—
Restructuring and related charges		961			2,346
Operating loss		(1,386	)		(8,362	)
Other (income) expenses:
Interest income		(4	)		(33	)
Interest expense		151			338
Other expenses (income), net		143			(37	)
Loss before income taxes		(1,676	)		(8,630	)
Income tax benefit		(47	)		(1,751	)
Loss from continuing operations		(1,629	)		(6,879	)
Income from discontinued operations, net of taxes		—			651
Net loss	$	(1,629	)	$	(6,228	)
Net (loss) income per share – basic and diluted:
Loss from continuing operations	$	(0.07	)	$	(0.30	)
Income from discontinued operations		—			0.03
Net loss per share	$	(0.07	)	$	(0.27	)
Weighted average shares outstanding:
Basic and diluted		21,836			22,953

AGILYSYS, INC.    —    1000 WINDWARD CONCOURSE    —    ALPHARETTA, GA 30005    —    WWW.AGILYSYS.COM

AGILYSYS, INC.

BUSINESS SEGMENT INFORMATION

(UNAUDITED)

	Three Months Ended June 30, 2012												Three Months Ended June 30, 2011
	Reportable Segments						Corporate/ Other						Reportable Segments						Corporate/ Other
(In thousands)	HSG			RSG						Consolidated			HSG			RSG						Consolidated
Net revenue:
Products	$	6,555		$	17,563		$	—		$	24,118		$	4,546		$	23,408		$	—		$	27,954
Support, maintenance and subscription services		12,393			6,043			—			18,436			11,637			5,888			—			17,525
Professional services		3,410			5,682			—			9,092			3,351			3,761			—			7,112
Total net revenue	$	22,358		$	29,288		$	—		$	51,646		$	19,534		$	33,057		$	—		$	52,591
Gross profit	$	14,665		$	5,713		$	—		$	20,378		$	11,997		$	6,091		$	—		$	18,088
Gross profit margin		65.6	%		19.5	%					39.5	%		61.4	%		18.4	%					34.4	%
Operating income (loss)	$	3,208		$	1,718		$	(6,312	)	$	(1,386	)	$	(978	)	$	1,809		$	(9,193	)	$	(8,362	)
Interest expense, net		—			—			147			147			—			—			305			305
Other expense (income), net		—			—			143			143			—			—			(37	)		(37	)
Income (loss) from continuing operations before income taxes	$	3,208		$	1,718		$	(6,602	)	$	(1,676	)	$	(978	)	$	1,809		$	(9,461	)	$	(8,630	)

AGILYSYS, INC.    —    1000 WINDWARD CONCOURSE    —    ALPHARETTA, GA 30005    —    WWW.AGILYSYS.COM

AGILYSYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)	June 30, 2012			March 31, 2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	80,336		$	97,587
Accounts receivable, net of allowance of $609 and $632, respectively		34,656			32,531
Inventories, net of allowance of $882 and $1,066, respectively		15,652			15,710
Prepaid expenses		3,188			2,975
Other current assets		1,790			5,492
Total current assets		135,622			154,295
Property and equipment, net		15,916			16,504
Goodwill		15,109			15,198
Intangible assets, net of accumulated amortization of $22,099 and $21,560, respectively		14,622			14,135
Other non-current assets		4,039			4,007
Total assets	$	185,308		$	204,139
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	23,815		$	24,938
Deferred revenue		25,542			28,441
Accrued and other current liabilities		10,733			23,983
Capital lease obligations – current		470			647
Total current liabilities		60,560			78,009
Deferred income taxes – non-current		5,152			5,135
Capital lease obligations – non-current		288			347
Other non-current liabilities		6,210			6,210
Shareholders’ equity:
Common shares, without par value, at $0.30 stated value; authorized 80,000,000 shares; 31,606,831 issued; and 22,104,245 and 21,875,850 shares outstanding at June 30, 2012 and March 31, 2012, respectively		9,482			9,482
Treasury shares (9,502,586 shares at June 30, 2012 and 9,730,981 shares at March 31, 2012)		(2,851	)		(2,919	)
Capital in excess of stated value		(15,720	)		(16,032	)
Retained earnings		122,247			123,876
Accumulated other comprehensive loss		(60	)		31
Total shareholders’ equity		113,098			114,438
Total liabilities and shareholders’ equity	$	185,308		$	204,139

AGILYSYS, INC.    —    1000 WINDWARD CONCOURSE    —    ALPHARETTA, GA 30005    —    WWW.AGILYSYS.COM

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)	Three Months Ended June 30,
	2012			2011
Operating activities:
Net loss	$	(1,629	)	$	(6,228	)
Income from discontinued operations		—			651
Loss from continuing operations		(1,629	)		(6,879	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Restructuring and related charges		961			2,346
Payments and settlements for restructuring charges		(3,707	)		(344	)
Asset impairments and related charges		208			—
Depreciation		700			1,012
Amortization		1,129			1,531
Stock based compensation		353			1,481
Changes in operating assets and liabilities:
Accounts receivable		(2,196	)		(2,259	)
Inventories		58			(5,753	)
Accounts payable		(1,316	)		7,277
Deferred revenue		(2,854	)		(5,399	)
Accrued and other liabilities		(10,717	)		(578	)
Income taxes payable		68			(951	)
Other changes, net		(865	)		(163	)
Net cash used in operating activities from continuing operations		(19,807	)		(8,679	)
Net cash used in operating activities from discontinued operations		—			(12,555	)
Net cash used in operating activities		(19,807	)		(21,234	)
Investing activities:
Proceeds from the sale of marketable securities		4,347			15
Capital expenditures		(1,526	)		(756	)
Investments in Company-owned life insurance policies and marketable securities		(4	)		(57	)
Net cash provided by (used in) investing activities from continuing operations		2,817			(798	)
Net cash provided by (used in) investing activities from discontinued operations		—			—
Net cash provided by (used in) investing activities		2,817			(798	)
Financing activities:
Exercise of employee stock options		67			210
Repurchases of shares to satisfy employee tax withholding and option price		(40	)		(565	)
Principal payment under long-term obligations		(198	)		(330	)
Net cash used in financing activities from continuing operations		(171	)		(685	)
Net cash used in financing activities from discontinued operations		—			(20	)
Net cash used in financing activities		(171	)		(705	)
Effect of exchange rate changes on cash		(90	)		58
Cash flows used in continuing operations		(17,251	)		(10,104	)
Cash flows used in discontinued operations:		—			(12,575	)
Net decrease in cash		(17,251	)		(22,679	)
Cash at beginning of period		97,587			74,354
Cash at end of period	$	80,336		$	51,675

AGILYSYS, INC.    —    1000 WINDWARD CONCOURSE    —    ALPHARETTA, GA 30005    —    WWW.AGILYSYS.COM

AGILYSYS, INC.

RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)

(UNAUDITED)

(In thousands, except per-share data)	Three Months Ended June 30,
	2012			2011
Operating loss	$	(1,386	)	$	(8,362	)
Stock-based compensation expense		353			1,481
Amortization of intangibles		880			931
Asset impairments and related charges		208			—
Impact from revision to prior-period financial statements		—			1,127
Restructuring and related charges		961			2,346
Adjusted operating income (loss) from continuing operations (a)		1,016			(2,477	)
Other expense		290			268
Cash income tax expense (b)		36			124
Adjusted net income (loss) (a)	$	690		$	(2,869	)
Weighted average shares outstanding: basic and diluted		21,836			22,953
Adjusted net income (loss) per share (a)	$	0.03		$	(0.12	)

(a) Non-GAAP financial measure

(b) Taxes calculated based upon our cash tax rate for the three months ended June 30, 2012, and 2011.

AGILYSYS, INC.

RECONCILIATION OF OPERATING CASH FLOWS FROM CONTINUING OPERATIONS TO

ADJUSTED CASH FLOWS FROM CONTINUING OPERATIONS

(UNAUDITED)

	Three Months Ended
(In thousands)	June 30,
	2012			2011
Operating activities:
Net cash used in continuing operations	$	(19,807	)	$	(8,679	)
Non-recurring cash items:
Restructuring payments		3,707			344
BEP/SERP payments		6,271			—
Adjusted cash used in continuing operations	$	(9,829	)	$	(8,335	)

AGILYSYS, INC.    —    1000 WINDWARD CONCOURSE    —    ALPHARETTA, GA 30005    —    WWW.AGILYSYS.COM

EX-99.2

Fiscal 2013 Unaudited First-Quarter Results

July 26, 2012

Exhibit 99.2

Agilysys, Inc. (Nasdaq: AGYS)

Forward-looking statements & non-GAAP financial

information

Forward-looking statements & non-GAAP financial

information

Forward-Looking Language

This presentation and other publicly available documents, including the documents incorporated herein and therein by reference, contain, and

our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of

the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate,"

"intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar

references to future periods. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions

that

are

difficult

to

predict.

These

statements

are

based

on

management’s

current

expectations,

intentions

or

beliefs

and

are

subject

to

a

number of factors, assumptions and uncertainties that could cause actual results to differ materially from those described in the forward-

looking statements. Factors that could cause or contribute to such differences or that might otherwise impact the business include the risk

factors

set

forth

in

Item

1A

of

the

company’s

Annual

Report

for

the

fiscal

year

ended

March

31,

2012.

Copies

are

available

from

the

SEC

or

the Agilysys website. We undertake no obligation to update any such factor or to publicly announce the results of any revisions to any

forward-looking statements contained herein whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Information

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

certain non-GAAP financial measures as defined by the SEC rules are used. These non-GAAP financial measures include adjusted operating

loss, adjusted net loss and adjusted cash flow from operations. Management believes that such information can enhance investors'

understanding of the company's ongoing operations. See the accompanying tables below for reconciliations of adjusted operating income

(loss) and adjusted net income (loss), and adjusted cash flow from operations, to the comparable GAAP measures.

2

2

Q1 review: consolidated results from continuing

operations

Q1 review: consolidated results from continuing

operations

3

Q1 Year-over-Year Commentary

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

3

•

Consolidated revenue decreased $1.0M

•

Products revenue decreased 14%

•

Support, Maintenance and Subscription

Services grew 5%

•

Professional Services increased 28%

•

Gross profit increased 13% and gross margin,

as a percentage of sales, increased 5.1% on

improved revenue mix

•

Restructuring charges totaled $1M

•

Adjusted operating income increased $3.5M to

$1.0M, reversing prior-period loss of $2.5M

•

Adjusted net income grew $3.6M

•

Adjusted EPS improved to $0.03, compared

with loss of $0.12 in fiscal 2012

Three Months Ended

June 30

2012

2011

%

Revenue:

Products

$24.1

$28.0

(13.7%)

Support, maintenance and

subscription services

$18.4

$17.5

5.2%

Professional services

$9.1

$7.1

27.8%

Total revenue

$51.6

$52.6

(1.8%)

Products

$18.9

$23.3

(19.1%)

Support, maintenance and

subscription services

$6.8

$6.5

5.1%

Professional services

$5.6

$4.7

18.7%

Cost of goods sold

$31.3

$34.5

(9.4%)

Gross profit

$20.4

$18.1

12.7%

39.5%

34.4%

Operating loss

($1.4)

($8.4)

Adjusted operating income (loss)

$1.0

($2.5)

Adjusted net income (loss)

$0.7

($2.9)

Adjusted net income (loss) per share

$0.03

$  (0.12)

Q1 review: Hospitality (“HSG”)

Q1 review: Hospitality (“HSG”)

•

Total revenue increased 15%

•

Products revenue increases 44% on higher

software sales and prior-period adjustment

•

Support, maintenance and subscription

services increased 7%

•

Professional Services 2%, respectively

•

Gross margin expanded 420 basis points due

to shift to higher-margin business and

increased sales of proprietary software

•

Operating income increased to $3.2M vs.

loss of $1.0M in 1Q FY12

•

Adjusted operating income grew $3.3M to

$4.2M

4

HSG Segment Profit ($Mil.)

Q1 Year-over-Year Commentary

4

Three Months Ended

June 30

2012

2011

%

Revenue:

Products

$6.6

$4.5

44.2%

Support, maintenance and

subscription services

$12.4

$11.6

6.5%

Professional services

$3.4

$3.4

1.8%

Total revenue

$22.4

$19.5

14.5%

Cost of goods sold

$7.7

$7.5

5.1%

Gross profit

$14.7

$12.0

22.2%

65.6%

61.4%

Operating income (loss)

$3.2

($1.0)

Adjusted operating income

$4.2

$0.9

Q1 review: Retail (“RSG”)

Q1 review: Retail (“RSG”)

•

Revenue declined 11% due to decline in

Products revenues

•

Gross profit margin expanded 110 basis

points as a result of a improved revenue mix

•

Operating income was $1.7M, compared with

$1.8M last year

•

Adjusting for stock compensation and

restructuring charges, operating income was

$1.9M, versus $2.2M in FY 2012’s first

quarter

5

RSG Segment Profit ($Mil.)

Q1 Year-over-Year Commentary

5

Three Months Ended

June 30

2012

2011

%

Revenue:

Products

$17.6

$23.4

(25.0%)

Support, maintenance and

subscription services

$6.0

$5.9

2.6%

Professional services

$5.7

$3.8

51.1%

Total revenue

$29.3

$33.1

(11.4%)

Cost of goods sold

$23.6

$27.0

(12.6%)

Gross profit

$5.7

$6.1

(6.2%)

19.5%

18.4%

Operating income

$1.7

$1.8

Adjusted operating income

$1.9

$2.2

Q1 review: Corporate and Company Adjusted

Operating Expenses

Q1 review: Corporate and Company Adjusted

Operating Expenses

•

Relocation of corporate services and staff

ramp-up in Atlanta are essentially complete

•

Realized cost savings are on plan

Excluding stock-based compensation:

•

Product development expenses decreased

$1.6M, or 20.5%;

•

Sales and marketing expenses

increased

$0.4M, or 7.3%; and

•

General and administrative expenses

decreased $0.9M, or 12.2%.

6

Corporate continuing operations

Q1 Year-over-Year Commentary

6

Company adjusted operating expenses

Three Months Ended

June 30

($Mil)

2012

2011

Consolidated operating expenses as reported:

Product development

$ 6.3

$ 7.9

Sales and marketing

5.9

5.6

General and administrative

6.8

8.7

Depreciation

0.7

1.0

Total

$19.7

$23.2

Stock-based compensation:

Product development

$  0.1

$ 0.1

Sales and marketing

0.0

0.1

General and administrative

0.3

1.3

Total

$  0.4

$ 1.5

Adjusted operating expense:

Product development

$  6.2

$ 7.8

Sales and marketing

5.9

5.5

General and administrative

6.5

7.4

Depreciation

0.7

1.0

Total

$19.4

$21.7

Three Months Ended

June 30

2012

2011

Total revenue

$0.0

$0.0

Cost of goods sold

$0.0

$0.0

Gross profit

$0.0

$0.0

Operating loss

($6.3)

($9.2)

Adjusted operating loss

($5.1)

($5.6)

Fiscal 2013 Q1 review: summary cash flow

performance and key balance sheet metrics

Fiscal 2013 Q1 review: summary cash flow

performance and key balance sheet metrics

•

Cash and liquid investments on hand decreased to $80.3M from $97.6M

•

Fiscal 2013 1Q Uses of Cash Included:

•

$6.3M in BEP/SERP payments

•

$3.7M in cash expenses related to restructuring activities

•

Other cash outlays included annual bonus payments, audit and litigation expenses

•

Working capital management resulted in a decrease of approximately $6M in cash during the

quarter

•

Deferred

revenue

increased

32%

to

$25M,

from

$19M,

at

the

end

of

the

prior

fiscal

year’s

first

quarter on higher annual support and maintenance contract awards

7

7

8

8

Fiscal 2013 Outlook

Fiscal 2013 Outlook

Agilysys, Inc. (Nasdaq: AGYS)

Agilysys, Inc. (Nasdaq: AGYS)

Fiscal 2013 Unaudited First-Quarter Results

Questions & Answers

July 26, 2012

Reconciliation of operating income (loss) to adjusted

net income (loss) (unaudited)

Reconciliation of operating income (loss) to adjusted

net income (loss) (unaudited)

10

10

2012

2011

Operating loss

(1,386)

$    

(8,362)

$        

Stock-based compensation expense

353

1,481

Amortization of intangibles

880

931

Asset impairments and related charges

208

-

Impact from revision to prior-period financial statements

-

1,127

Restructuring and related charges

961

2,346

Adjusted operating income (loss) from continuing operations (a)

1,016

(2,477)

Other expense, net

290

268

Cash income tax expense (b)

36

124

Adjusted net income (loss) (a)

690

$        

(2,869)

$        

Weighted average shares outstanding: basic and diluted

21,836

22,953

Adjusted net income (loss) per share (a)

0.03

$       

(0.12)

$          

(a) Non-GAAP financial measure

(b) Taxes calculated based upon our cash tax rate for the three months ended June 30, 2012 and 2011

(In thousands, except per-share data)

Three Months Ended

June 30,

Reconciliation

of operating cash flows from continuing

operations to adjusted cash flow from continuing operations

(unaudited)

Reconciliation

of operating cash flows from continuing

operations to adjusted cash flow from continuing operations

(unaudited)

11

11

Three Months Ended

(In thousands)

June 30,

2012

2011

Operating activities:

Net cash used in continuing operations

$   (19,807)

$    (8,679)

Non-recurring cash items:

Restructuring payments

3,707

344

BEP/SERP payments

6,271

--

Adjusted cash used in continuing operations

$    (9,829)

$    (8,335)