Agilysys (AGYS) 8-K Agilysys Reports Unaudited Fiscal 2011 Third-Quarter

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,