Agilysys 8K Announces Unaudited Fiscal 2011 Fourth-Quarter | AGYS 14 Jun 11

Agilysys, Inc. (Nasdaq: AGYS)

Fiscal 2011 Unaudited Fourth Quarter & Full-Year Results

June 14, 2011

Exhibit 99.2

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.

Strategic update

Announced

May

definitive

agreement

sell

Technology

Solutions

Group

(TSG)

business

for

purchase

price

$64

million

cash

OnX

Enterprise

Solutions

Strategic

emphasis

focuses

improving

business

performance

and

returning

capital

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

Q4 review: consolidated results

Revenue increased 6%; hardware by 3%,

software by 37% and services were flat

Gross margins decreased 1.1% due to lower

services margins and vendor rebates

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

$2.9M

Asset impairment charges primarily relate to

write-down of TSG goodwill and intangible

assets

Restructuring charges primarily associated

with cost saving initiatives executed in TSG

Adjusted EBITDA, excluding charges,

decreased from a loss of $2.9M to a loss of

$5.1M

Loss from continuing operations increased to

$45.0M from $0.5M in FY10 largely due to

asset impairment and restructuring charges

Q4 Year-over-Year Commentary

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

2011

2010

Net sales

$143.8

$135.9

Cost of goods sold

$107.5

$100.0

Gross profit

$36.3

$35.8

25.3%

26.4%

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

$41.9

$39.0

Depreciation & amortization

$2.9

Asset impairment charges

$37.7

$0.1

Restructuring charges

$0.8

$0.1

Operating loss

($47.0)

($6.2)

Other (income)/expense, net

($0.0)

($0.2)

Interest expense/(income), net

$0.4

$0.3

Loss before income taxes

($47.3)

($6.3)

Income tax (benefit)/expense

($2.3)

($5.8)

Loss from cont. ops.

($45.0)

($0.5)

Income from disc. ops., net of taxes

$0.0

Net loss

($45.0)

($0.5)

Diluted earnings per share:

Continuing operations

($1.97)

($0.02)

Discontinued operations

$0.00

Net loss

($1.97)

($0.02)

Adjusted EBITDA excl. charges

($5.1)

($2.9)

(3.6%)

(2.1%)

(1) Excludes Asset impairment and Restructuring charges

(2) $0.5M and $0.3M of developed technology amortization included in COGS

for Q4FY11 and Q4FY10, respectively

March 31

Three Months Ended

Q4 review: Hospitality (“HSG”)

Revenue increased 16.5% largely due to growth

in UK and cruise industry

Gross margin increased due to higher services

and hardware margins

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

$2.3M

Adjusted EBITDA, excluding asset impairment

charges, increased $0.4M primarily due to

higher revenue and gross margin expansion

HSG Segment Profit ($Mil.)

Q4 Year-over-Year Commentary

2011

2010

Net sales

$24.8

$21.3

16.5%

Cost of goods sold

$9.0

$7.9

13.4%

Gross profit

$15.8

$13.4

18.3%

63.8%

62.8%

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

$12.7

$10.4

21.7%

Depreciation & amortization

$0.6

$0.7

(15.1%)

Asset impairment charges

$0.9

$0.0

Operating income

$1.6

$2.2

Depreciation & amortization

$1.1

$1.0

Adjusted EBITDA

$2.7

$3.2

Adjusted EBITDA excl. charges

$3.6

$3.2

14.6%

15.3%

(1) Excludes Asset impairment charge

(2) $0.5M and $0.3M of developed technology amortization included in COGS

for Q4FY11 and Q4FY10, respectively

Three Months Ended

March 31

Q4 review: Retail (“RSG”)

Revenue decreased 13.6% primarily due to

lower hardware sales

Gross margin contracted as a result of lower

services margins

SG&A, excl. depr. & amort., decreased $0.8M

Adjusted EBITDA decreased $1.1M primarily

due to lower revenues and gross margins

RSG Segment Profit ($Mil.)

Q4 Year-over-Year Commentary

2011

2010

Net sales

$21.8

$25.3

(13.6%)

Cost of goods sold

$17.9

$19.4

(8.0%)

Gross profit

$4.0

$5.8

(32.2%)

18.1%

23.1%

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

$4.3

$5.1

(15.2%)

Depreciation & amortization

$0.2

$0.1

Operating (loss)/income

($0.5)

$0.7

Depreciation & amortization

$0.2

$0.1

Adjusted EBITDA

($0.3)

$0.8

(1.5%)

3.1%

Three Months Ended

March 31

Q4 review: Technology (“TSG”)

Revenue increased 8.8% primarily due to

higher hardware and software sales

Gross margin contracted in quarter primarily

due to lower rebate margins

SG&A, excl. depr. & amort., increased $2.7M

Adjusted EBITDA, excluding charges, was a loss

of $3.4M compared to a loss of $0.6M in prior

year

Asset impairment charges relate to write-down

of acquisition related goodwill and intangible

assets

Restructuring charges incurred due to cost

saving initiatives

TSG Segment Profit ($Mil.)

Q4 Year-over-Year Commentary

2011

2010

Net sales

$97.1

$89.3

8.8%

Cost of goods sold

$80.6

$72.7

10.9%

Gross profit

$16.6

(0.4%)

17.0%

18.6%

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

$20.0

$17.3

15.7%

Depreciation & amortization

$0.3

$0.8

(60.6%)

Asset impairment charges

$36.8

$0.1

Restructuring charges

$0.8

$0.0

Operating loss

($41.3)

($1.5)

Depreciation & amortization

$0.3

$0.8

Adjusted EBITDA

($41.0)

($0.7)

Adjusted EBITDA excl. charges¹

($3.4)

($0.6)

(3.5%)

(0.7%)

(1) Excludes Asset impairment and Restructuring charges

Three Months Ended

March 31

Q4 review: Corporate

SG&A, excl. depr. & amort., decreased $1.3M

due primarily to lower professional fees and

capitalized leases that were treated as

operating leases in FY10

Depreciation expense increased due to higher

capitalized leases and amortization of

capitalized Oracle ERP system

Adjusted EBITDA, excluding charges, improved

by $1.3M

Corporate Segment ($Mil.)

Q4 Year-over-Year Commentary

2011

2010

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

$5.0

$6.3

($1.3)

Depreciation & amortization

$1.8

$1.3

$0.5

Restructuring charge

$0.0

$0.1

($0.1)

Operating loss

($6.8)

($7.6)

$0.9

Depreciation & amortization

$1.8

$1.3

$0.5

Adjusted EBITDA

($5.0)

($6.4)

$1.4

Adjusted EBITDA excl. charges

($5.0)

($6.3)

$1.3

(1) Excludes Asset impairment and Restructuring charges

Three Months Ended

March 31

FY11 review: consolidated results

Revenue increased 7%

HSG increased 12%

RSG decreased 2%

TSG increased 8%

Gross profit decreased $3.8M due to lower

vendor rebates

SG&A, excl. depr. & amort., increased $8.6M

Other expense/(income) in FY10 included:

Gain from Reserve Fund distribution of

$2.5M

Income from CTS litigation of $2.3M

Adjusted EBITDA, excluding charges, declined

$12.0M

FY11 Year-over-Year Commentary

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

2011

2010

Net sales

$675.5

$634.3

6.5%

Cost of goods sold

$517.8

$472.8

9.5%

Gross profit

$157.7

$161.5

(2.4%)

23.3%

25.5%

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

$161.3

$152.7

5.6%

Depreciation

amortization²

$11.9

$14.6

(18.3%)

Asset impairment charges

$37.7

$0.3

Restructuring charges

$1.2

$0.8

46.3%

Operating loss

($54.4)

($6.8)

Other (income)/expense, net

($2.3)

($6.2)

(62.4%)

Interest expense, net

$1.2

$0.9

24.5%

Loss before income taxes

($53.3)

($1.6)

Income tax benefit

$2.2

($5.2)

(Loss)/income from cont. ops.

($55.5)

$3.6

Loss from disc. ops., net of taxes

$0.0

($0.0)

Net (loss)/income

($55.5)

$3.5

Diluted earnings per share:

Continuing operations

($2.44)

$0.15

Discontinued operations

$0.00

Net income/(loss)

($2.44)

$0.15

Adjusted

EBITDA

excl.

charges

($1.9)

$10.1

(0.3%)

1.6%

(1) Excludes Asset impairment and Restructuring charges (credits)

(2) $1.7M and $1.3M of developed technology amortization included in COGS

for FY11 and FY10, respectively

Fiscal Year

March 31

FY11 review: summary balance sheet performance

Cash

year-end

was

$74.4M

—

increase

$8.8 million from 3/31/10

Days sales outstanding increased from 69 days

at 3/31/10 to 77 days at 3/31/11

Working capital as a percent of revenue

declined to 2.7%

Capital expenditures were $7.0M in FY11

compared

$13.3M

FY10

—

decreased

due

to lower capitalized Guest360 development

costs and absence of Oracle enterprise

software implementation costs

Commentary

Working Capital ($Mil.)

•

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

•

Quarterly revenue annualized at historical quarterly skew

$104.8

$121.9

$157.6

$210.3

$123.7

$14.4

$25.9

$22.6

$22.5

$20.6

4.0%

6.2%

6.5%

2.7%

9.0%

$45

$90

$135

$180

$225

Q4FY10

Q1FY11

Q2FY11

Q3FY11

Q4FY11

12%

15%

Receivables

Inventory

Working capital as % of sales

Agilysys, Inc. (Nasdaq: AGYS)

Fiscal 2011 Unaudited Fourth Quarter & Full-Year Results

June 14, 2011

Reconciliation of (loss)/net income to adjusted EBITDA

2011

2010

2011

2010

(Unaudited)

Net (loss) income

(45,007)

(500)

(55,475)

3,547

Plus:

Interest expense, net

352

278

1,171

939

Income tax (benefit) expense

(2,251)

(5,769)

2,188

(5,176)

Depreciation and amortization expense (a)

3,394

3,189

13,614

15,829

Other income, net

(43)

(213)

(2,320)

(6,176)

(Income) loss from discontinued operations, net of tax

(9)

Adjusted EBITDA from continuing operations

(43,555)

(3,024)

(40,822)

8,992

Asset impairment charges

37,662

37,721

293

Restructuring charges

789

1,195

823

Adjusted EBITDA from continuing operations excluding asset

impairment and restructuring charges

(5,104)

(2,891)

(1,906)

10,108

(a) Depreciation and amortization expense excludes amortization of deferred financing fees totaling $131 and $139 for the

three months ended March 31, 2011 and 2010, respectively, and $524 and $485 for the year ended

March 31, 2011 and 2010, respectively, as such costs are already included in interest expense, net.

Year Ended

March 31,

(In thousands)

Three Months Ended

March 31,

Agilysys (AGYS) 8-KAgilysys Announces Unaudited Fiscal 2011 Fourth-Quarter