AGILYSYS INC (Form: 10-Q, Received: 08/09/2011 16:25:02)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 0-5734

AGILYSYS, INC.

(Exact name of registrant as specified in its charter)


Ohio		34-0907152
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(440) 519-8700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of Common Shares of the registrant outstanding as of July 29, 2011 was 23,003,275.

AGILYSYS, INC.

Index


Part I.	Financial Information

	Item 1	Financial Statements

		Condensed Consolidated Statements of Operations (Unaudited) — Three Months Ended June 30, 2011 and 2010	3

		Condensed Consolidated Balance Sheets — June 30, 2011 (Unaudited) and March 31, 2011	4

		Condensed Consolidated Statements of Cash Flows (Unaudited) — Three Months Ended June 30, 2011 and 2010	5

		Notes to Condensed Consolidated Financial Statements (Unaudited) — June 30, 2011	6

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	37

	Item 4	Controls and Procedures	37

Part II.	Other Information		37

	Item 1	Legal Proceedings	37

	Item 1A	Risk Factors	37

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	37

	Item 3	Defaults Upon Senior Securities	37

	Item 4	[Removed and Reserved]	37

	Item 5	Other Information	37

	Item 6	Exhibits	38

Signatures			39

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended June 30
(In thousands, except share and per share data)	2011			2010
Net sales:
Products	$	118,059		$	103,487
Services		33,584			28,386

Total net sales		151,643			131,873
Cost of goods sold:
Products		98,265			86,107
Services		14,945			11,900

Total cost of goods sold		113,210			98,007
Gross margin		38,433			33,866
Operating expenses:
Selling, general, and administrative expenses		41,425			40,065
Restructuring charges		2,395			393

Operating loss		(5,387	)		(6,592	)
Other expenses (income):
Other expenses (income), net		138			(1,083	)
Interest income		(33	)		(23	)
Interest expense		338			286

Loss before income taxes		(5,830	)		(5,772	)
Income tax (benefit) expense		(1,041	)		4,480

Net loss	$	(4,789	)	$	(10,252	)

Net loss per share:
Basic and diluted	$	(0.21	)	$	(0.45	)

Weighted average shares outstanding:
Basic and diluted		22,953,235			22,750,740

See accompanying notes to condensed consolidated financial statements (uanudited).

AGILYSYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts at June 30, 2011 are unaudited)


(In thousands, except share and per share data)	June 30, 2011			March 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	51,675		$	74,354
Accounts receivable, net of allowances of $1,305 and $1,532, respectively		130,522			123,666
Inventories, net		25,686			20,632
Prepaid expenses		4,319			3,063
Income taxes receivable		1,731			1,583
Other current assets		14,476			6,494

Total current assets		228,409			229,792
Goodwill		20,556			20,569
Intangible assets, net of accumulated amortization of $68,296 and $67,530, respectively		22,117			22,535
Other non-current assets		4,719			12,959
Property and equipment:
Furniture and equipment		46,552			46,563
Software		49,854			49,793
Leasehold improvements		9,768			9,771
Project expenditures not yet in use		1,093			739

		107,267			106,866
Accumulated depreciation and amortization		81,965			80,323

Property and equipment, net		25,302			26,543

Total assets	$	301,103		$	312,398

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	94,550		$	93,486
Deferred revenue		20,747			27,914
Accrued liabilities		27,423			23,887
Income taxes payable		63			156
Deferred income taxes — current, net		81			77
Capital lease obligations — current		1,289			1,267

Total current liabilities		144,153			146,787
Deferred income taxes — non-current, net		3,908			3,894
Capital lease obligations — non-current		1,265			1,461
Other non-current liabilities		6,698			12,152
Commitments and contingencies (see Note 9)
Shareholders’ equity
Common shares, without par value, at $0.30 stated value; 80,000,000 shares authorized; 31,606,831 shares issued; and 23,001,987 and 23,022,398 shares outstanding at June 30, 2011 and March 31, 2011, respectively		9,482			9,482
Treasury shares (8,604,844 at June 30, 2011 and 8,584,433 at March 31, 2011)		(2,581	)		(2,575	)
Capital in excess of stated value		(3,728	)		(5,421	)
Retained earnings		141,870			146,659
Accumulated other comprehensive income (loss)		36			(41	)

Total shareholders’ equity		145,079			148,104

Total liabilities and shareholders’ equity	$	301,103		$	312,398

See accompanying notes to condensed consolidated financial statements (uanudited).

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended June 30
(In thousands)	2011			2010
Operating activities
Net loss	$	(4,789	)	$	(10,252	)
Adjustments to reconcile net loss to net cash used for operating activities:
Restructuring charges		2,395			393
Gain on the redemption of corporate-owned life insurance policies		—			(2,065	)
Depreciation		1,130			1,140
Amortization		1,531			2,446
Deferred income taxes		18			4,362
Stock based compensation		2,042			679
Change in cash surrender value of corporate-owned life insurance policies		4			855
Changes in operating assets and liabilities:
Accounts receivable		(6,737	)		(17,346	)
Inventories		(5,054	)		(11,413	)
Accounts payable		982			17,711
Accrued and other liabilities		(10,152	)		(2,658	)
Income taxes receivable		(951	)		(116	)
Other changes, net		(1,299	)		1,213
Other non-cash adjustments, net		(354	)		(266	)

Total adjustments		(16,445	)		(5,065	)

Net cash used for operating activities		(21,234	)		(15,317	)
Investing activities
Proceeds from redemption of corporate-owned life insurance policies		—			2,248
Additional investments in corporate-owned life insurance policies		(46	)		(504	)
Proceeds from the sale of marketable securities		15			14
Additional investments in marketable securities		(11	)		—
Purchases of software, property, and equipment		(756	)		(1,529	)

Net cash (used for) provided by investing activities		(798	)		229
Financing activities
Principal payments under long-term obligations		(350	)		(101	)
Repurchases of shares to satisfy employee tax withholding		(355	)		(188	)

Net cash used for financing activities		(705	)		(289	)
Effect of exchange rate changes on cash		58			(191	)

Net decrease in cash		(22,679	)		(15,568	)
Cash at beginning of the period		74,354			65,535

Cash at end of the period	$	51,675		$	49,967

See accompanying notes to condensed consolidated financial statements (uanudited).

AGILYSYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Table amounts in thousands, except per share data)

1. Nature of Operations and Financial Statement Presentation

Nature of Operations

Agilysys, Inc. and its subsidiaries (the “Company”) provide innovative information technology (“IT”) solutions to corporate and public-sector customers with special expertise in select vertical markets, including retail, hospitality, and, until August 1, 2011, technology solutions (see Note 3 to Condensed Consolidated Financial Statements for a discussion regarding the disposal of the Company’s Technology Solutions Group). The Company operates extensively in North America with additional sales and support offices in the United Kingdom and Asia.

During the first quarter of both fiscal periods presented herein, the Company operated in three reportable business segments: Hospitality Solutions Group (“HSG”), Retail Solutions Group (“RSG”), and Technology Solutions Group (“TSG”). See Note 3 to Condensed Consolidated Financial Statements for a discussion regarding the disposal of TSG. Additional information regarding the Company’s reportable business segments is also described in Note 11 to Condensed Consolidated Financial Statements.

The significant accounting policies applied in preparing the Company’s unaudited condensed consolidated financial statements are summarized below:

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the Company’s accounts. The Company’s investments in subsidiaries are reported using the consolidation method. All inter-company accounts have been eliminated. The Company’s fiscal year ends on March 31. References to a particular year refer to the fiscal year ending in March of that year. For example, fiscal 2012 refers to the fiscal year ending March 31, 2012.

The unaudited interim financial statements of the Company are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to the Quarterly Report on Form 10-Q (“Quarterly Report”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10-01 of Regulation S-X under the Exchange Act. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements.

The Condensed Consolidated Balance Sheet as of June 30, 2011, as well as the Condensed Consolidated Statements of Operations for the three-month periods ended June 30, 2011 and 2010, and the Condensed Consolidated Statements of Cash Flows for the three-month periods ended June 30, 2011 and 2010, have been prepared by the Company without audit. However, these financial statements have been prepared on the same basis as those in the audited annual financial statements. In the opinion of management, all adjustments necessary to fairly present the results of operations, financial position, and cash flows have been made. Except as discussed below, such adjustments were of a normal recurring nature. Further, the Company has evaluated all significant events occurring subsequent to the date of the Condensed Consolidated Financial Statements and through the filing of this Quarterly Report and concluded that there are no additional significant subsequent events requiring recognition or disclosure other than disclosed in Note 13 to Condensed Consolidated Financial Statements.

These unaudited interim financial statements of the Company should be read together with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011, filed with the Securities and Exchange Commission (“SEC”) on June 14, 2011.

The Company experiences a disproportionately large percentage of quarterly sales in the last month of its fiscal quarters. In addition, the Company experiences a seasonal increase in sales during its fiscal third quarter ending December 31 ^st . Accordingly, the results of operations for the three months ended June 30, 2011 are not necessarily indicative of the operating results for the full fiscal year or any future period.

Use of Estimates

The Company makes certain estimates and assumptions when preparing financial statements according to GAAP that affect the reported amounts of assets and liabilities at the financial statement dates and the reported amounts of revenues and expenses during the periods presented. These estimates and assumptions involve judgments with respect to many factors that are difficult to predict and are beyond the Company’s control. Actual results could be materially different from these estimates. The Company revises the estimates and assumptions as new information becomes available.

Reclassifications

Certain fiscal 2011 product and service revenues and costs of sales were reclassified (no impact on total gross margin) in order to conform to current period reporting presentations.

Correction of Error

During the first quarter of fiscal 2011, the Company recorded an adjustment to increase income tax expense by $3.8 million. The adjustment increased the Company’s valuation allowance against its U.S. deferred tax assets and represents a correction of an error. In fiscal 2009, the Company erroneously considered the tax effect of indefinite-lived intangible assets as a source of future taxable income, when it established a significant U.S. valuation allowance against its U.S. deferred tax assets. Loss before income taxes did not change. Net loss increased by $3.8 million, or $0.17 per share, due to this adjustment. Management performed an evaluation under the SEC’s Staff Accounting Bulletin (“SAB”) No. 108 and concluded the effect of this adjustment was immaterial to prior years’ financial statements as well as the full-year fiscal 2011 financial statements.

2. Summary of Significant Accounting Policies

A detailed description of the Company’s significant accounting policies can be found in the audited financial statements for the fiscal year ended March 31, 2011, included in the Company’s Annual Report on Form 10-K. Except as described below, there have been no material changes in the Company’s significant accounting policies and estimates from those disclosed therein.

Credit Facility

Until July 29, 2011, the Company maintained a $50.0 million Loan and Security Agreement among the Company, and certain of its subsidiaries, and Bank of America, N.A. (the “Lender”), dated May 5, 2009 (“Credit Facility”). The Credit Facility had the ability to be increased to $75.0 million by a $25.0 million “accordion provision” for borrowings and letters of credit and was due to mature on May 5, 2012. Except for letters of credit, the Company had no amounts outstanding under the Credit Facility as of June 30, 2011 and due to availability of eligible accounts receivable, $41.7 million was available for future borrowings. However, at June 30, 2011 and through July 29, 2011, the Company would have been limited to borrowing no more than $26.7 million under the Credit Facility in order to maintain compliance with the fixed charge coverage ratio as defined in the Credit Facility. The Company terminated the Credit Facility on August 1, 2011 in conjunction with the sale of TSG (see Note 13 to Condensed Consolidated Financial Statements for additional information).

Additional information with respect to the Credit Facility is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011. Except as discussed in the Company’s fiscal 2011 Annual Report, there were no changes to the Credit Facility since it was executed on May 5, 2009.

Recently Adopted Accounting Standards

In January 2010, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance regarding fair value measurements. This guidance requires additional disclosure within the rollforward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances, and settlements of assets and liabilities within Level 3 of the fair value hierarchy (see Note 12 to Condensed Consolidated Financial Statements for definitions of the fair value hierarchy levels). In addition, this guidance requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances, and settlements of Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010. On April 1, 2010, the Company adopted the required provisions of this guidance (see Note 12 to Condensed Consolidated Financial Statements). On April 1, 2011, the Company adopted the remaining provisions of this authoritative guidance, as required (also see Note 12 to Condensed Consolidated Financial Statements). The adoption of this guidance did not have an impact on the Company’s financial position, results of operations, or cash flows.

In October 2009, the FASB issued authoritative guidance on revenue arrangements with multiple deliverable elements (e.g., hardware with services), which is effective for the Company on April 1, 2011 for new revenue arrangements or material modifications to existing arrangements. The guidance amends the criteria for separating consideration in arrangements with multiple deliverable elements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable based on: 1) vendor-specific objective evidence; 2) third-party evidence; or 3) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of an arrangement to all deliverables using the relative selling price method. In addition, this guidance significantly expands the required disclosures related to revenue arrangements with multiple deliverable elements. Entities may elect to adopt the guidance through either prospective application for revenue arrangements entered into, or materially modified, after the effective date, or through retrospective application to all revenue arrangements for all periods presented. Early adoption is permitted. The Company adopted the provisions of this guidance on April 1, 2011, as required. The adoption of this guidance did not have an impact on the Company’s financial position, results of operations, cash flows, or related disclosures.

In October 2009, the FASB issued authoritative guidance on revenue arrangements that include software elements, which is effective for the Company on April 1, 2011. The guidance changes revenue recognition for tangible products containing software elements and non-software elements as follows: 1) the tangible product element is always excluded from the software revenue recognition guidance even when sold together with the software element; 2) the software element of the tangible product element is also excluded from the software revenue guidance when the software and non-software elements function together to deliver the product’s essential functionality; and 3) undelivered elements in a revenue arrangement related to the non-software element are also excluded from the software revenue recognition guidance. Entities must select the same transition method and same period for the adoption of both this guidance and the guidance on revenue arrangements with multiple deliverable elements. The Company adopted the provisions of this guidance on April 1, 2011, as required. The adoption of this guidance did not have an impact on the Company’s financial position, results of operations, cash flows, or related disclosures.

Recently Issued Accounting Standards

In June 2011, the FASB issued authoritative guidance on the presentation of comprehensive income in an entity’s financial statements, which is intended to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. This authoritative guidance supersedes the presentation options currently available under GAAP and facilitates convergence of GAAP and International Financial Reporting Standards (“IFRS”) by eliminating the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity and requiring that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The provisions of this authoritative guidance are to be applied retrospectively and are effective for the Company beginning on April 1, 2012. The Company is currently evaluating the provisions of this guidance, but does not expect this guidance to have a significant impact on the Company’s financial position, results of operations, cash flows, or related disclosures.

In May 2011 the FASB issued amendments to its authoritative guidance on fair value measurements and disclosures, which represents the converged guidance of the FASB and the International Accounting Standards Board (collectively, the “Boards”) on fair value measurements. The collective efforts of the Boards and their staffs, reflected in this authoritative guidance, resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with GAAP and IFRS. The amendments in this authoritative guidance are required to be applied prospectively, and are effective for the Company beginning April 1, 2012. The Company is currently evaluating the provisions of this guidance, but does not expect this guidance to have a significant impact on the Company’s financial position, results of operations, cash flows, or related disclosures.

Management continually evaluates the potential impact, if any, on its financial position, results of operations, and cash flows, of all recent accounting pronouncements and, if significant, makes the appropriate disclosures required by such new accounting pronouncements.

3. Sale of TSG Business

On May 28, 2011, the Company entered into a definitive agreement to sell its TSG business for an aggregate purchase price of $64.0 million in cash, subject to a possible downward adjustment based on final working capital, to OnX Enterprise Solutions Limited and its subsidiary OnX Acquisition LLC (together, “OnX”), a leading IT solutions provider based in Toronto, Canada. On July 28, 2011, the Company’s shareholders approved this sale and the transaction closed on August 1, 2011, the date on which certain other contingencies specified in the agreement were satisfied. Upon the close of the transaction, the aggregate purchase price of $64.0 million was reduced by the payment of agreed-upon fees of $3.3 million for severance costs and $1.2 million for third-party services in support of the transition, resulting in net proceeds received by the Company of $59.5 million. Since the transaction did not qualify as discontinued operations until after June 30, 2011 due to the outstanding contingencies related to the transaction, the assets and liabilities of the TSG business are not classified as discontinued operations in the Company’s accompanying Condensed Consolidated Balance Sheets and the results of operations of the TSG business are not classified as discontinued operations in the Company’s accompanying Condensed Consolidated Statements of Operations.

Major Categories of Assets and Liabilities Sold

At June 30, 2011 and March 31, 2011, the major categories of assets and liabilities of the TSG business were comprised of the following:


	June 30, 2011		March 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	4,862	$	4,214
Accounts receivable, net		95,158		91,719
Inventories, net		9,340		9,711
Prepaid expenses and other current assets		1,824		484

Total current assets		111,184		106,128
Goodwill		5,358		5,358
Other non-current assets		964		1,250
Property and equipment, net		1,194		1,380

Total assets	$	118,700	$	114,116

LIABILITIES
Current liabilities:
Accounts payable	$	69,473	$	75,598
Deferred revenue		2,487		3,919
Accrued liabilities		7,436		9,402
Capital lease obligations — current		152		150

Total current liabilities		79,548		89,069
Capital lease obligations — non-current		403		441
Other non-current liabilities		50		180

Total liabilities	$	80,001	$	89,690

4. Comprehensive Income (Loss)

Comprehensive income (loss) is the total of net loss as currently reported under GAAP plus other comprehensive income (loss). Other comprehensive income (loss) considers the effects of additional transactions and economic events that are not required to be recorded in determining net income, but rather are reported as a separate component of shareholders’ equity. Changes in the components of accumulated other comprehensive income (loss) for the three months ended June 30, 2011 and 2010 are as follows:


	Foreign currency translation adjustment			Unamortized net actuarial gains		Unrealized losses on securities			Accumulated other comprehensive income (loss)			Comprehensive income (loss)
Balance at April 1, 2011	$	(99	)	$	58	$	—		$	(41	)
Change during the three months ended June 30, 2011		86			—		(9	)		77			77

Balance at June 30, 2011	$	(13	)	$	58	$	(9	)	$	36
Net loss for the three months ended June 30, 2011													(4,789	)

Total comprenhensive loss for the three months ended June 30, 2011												$	(4,712	)


	Foreign currency translation adjustment			Unamortized net actuarial losses and prior service costs			Accumulated other comprehensive loss			Comprehensive (loss) income
Balance at April 1, 2010	$	(664	)	$	(656	)	$	(1,320	)
Change during the three months ended June 30, 2010		(204	)		57			(147	)		(147	)

Balance at June 30, 2010	$	(868	)	$	(599	)	$	(1,467	)
Net loss for the three months ended June 30, 2010											(10,252	)

Total comprehensive loss for the three months ended June 30, 2010										$	(10,399	)

5. Restructuring Charges

The Company recognizes restructuring charges when a plan that materially changes the scope of the Company’s business or the manner in which that business is conducted is adopted and communicated to the impacted parties, and the expenses have been incurred or are reasonably estimable. In addition, the Company assesses the property and equipment associated with the related facilities for impairment. The remaining useful lives of property and equipment associated with the related operations are re-evaluated based on the respective restructuring plan, resulting in the acceleration of depreciation and amortization of certain assets. Additional information regarding the Company’s respective restructuring plans is included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011.

Fiscal 2012 Restructuring Plan

In the first quarter of fiscal 2012, the Company announced restructuring actions, including the relocation of its corporate headquarters from Solon, Ohio to Alpharetta, Georgia, designed to better align corporate functions with the Company’s operating units and reduce costs following the sale of TSG. In addition, the Company announced that its President and Chief Executive Officer was stepping down to pursue other interests. These restructuring actions are expected to be mostly completed by March 31, 2012 and have impacted or will impact approximately 160 employees. The Company recorded $2.4 million in restructuring charges during the first three months of fiscal 2012, primarily comprised of severance and related benefits, with $0.2 million, $0.1 million, $0.1 million, and $2.0 million related to HSG, RSG, TSG, and Corporate/Other, respectively. The Company expects to incur between approximately $14.0 million and $16.0 million in additional restructuring charges for severance and related benefits, relocation, and facilities related to these restructuring actions during the remainder of fiscal 2012 and the first quarter of fiscal 2013. As a result of taking these restructuring actions, the Company expects to realize between approximately $14.0 million and $16.0 million in cost savings, which are expected to be primarily realized during fiscal 2013.

Fiscal 2009 Restructuring Plan

The Company recorded $0.4 million in additional restructuring charges during the first three months of fiscal 2011, primarily comprised of settlement costs related to the payment of an obligation to a former executive under the Company’s Supplemental Executive Retirement Plan (“SERP”) and ongoing facility lease obligations. The additional restructuring charges recorded in fiscal 2011 related to the previously disclosed restructuring actions taken in fiscal 2009.

Since fiscal 2009, the Company has incurred charges totaling $42.0 million related to restructuring actions taken during fiscal 2009 and previously disclosed. These restructuring charges were comprised of $0.4 million, $0.8 million and $40.8 million for the fiscal years ended March 31, 2011, 2010, and 2009, respectively. Approximately $23.5 million of these restructuring charges related to TSG, with the remaining $18.5 million related to Corporate/Other. The Company expects to incur minimal additional net restructuring charges related to the fiscal 2009 restructuring activity for the remainder of fiscal 2012 and through fiscal 2014 for non-cash settlement charges related to the expected payment of a SERP obligation to a former executive and for ongoing facility obligations.

Restructuring Liabilities Reconciliation

The following table presents a reconciliation of the beginning and ending balances of the Company’s restructuring liabilities recorded in fiscal 2009 through fiscal 2012:


	Severance and other employment costs			Facilities			Total
Balance at April 1, 2011	$	1,085		$	444		$	1,529
Additions		2,411			—			2,411
Accretion of lease obligations		—			10			10
Adjustments		—			(26	)		(26	)
Payments		(593	)		(40	)		(633	)

Balance at June 30, 2011	$	2,903		$	388		$	3,291

These liabilities are recorded within “Accrued liabilities” and “Other non-current liabilities” in the accompanying Condensed Consolidated Balance Sheets. Of the remaining $3.3 million liability at June 30, 2011, $1.5 million of severance and other employment costs are expected to be paid during fiscal 2012, $1.0 million is expected to be paid during fiscal 2013, and the remaining $0.4 million is expected to be paid during fiscal 2014. Approximately $155,000 is expected to be paid during the remainder of fiscal 2012 for ongoing facility lease obligations. Facility lease obligations are expected to continue through fiscal 2014.

6. Stock Based Compensation

The Company has a shareholder-approved 2006 Stock Incentive Plan (the “2006 Plan”), as well as a 2000 Stock Option Plan for Outside Directors and a 2000 Stock Incentive Plan (collectively, the “2000 Plans”) that all have vested awards outstanding. The Company is no longer granting awards under the 2006 Plan and 2000 Plans. On July 28, 2011, the Company’s shareholders also approved a 2011 Stock Incentive Plan (see Note 13 to Condensed Consolidated Financial Statements for additional information).

Under the 2006 Plan, the Company may grant non-qualified stock options, incentive stock options, stock-settled stock appreciation rights, time-vested restricted shares, restricted share units, performance-vested restricted shares, and performance shares for up to 3.2 million common shares. The maximum aggregate number of restricted shares, restricted share units, and performance shares that may be granted under the 2006 Plan is 1.6 million. The aggregate number of shares underlying all awards granted under the 2006 Plan in any two consecutive fiscal year period may not exceed 1.6 million shares plus the aggregate number of shares underlying awards previously cancelled, terminated, or forfeited.

For stock option awards, the exercise price must be set at least equal to the closing market price of the Company’s common shares on the date of grant. The maximum term of option awards is 10 years from the date of grant. Stock option awards vest over a period established by the Compensation Committee of the Board of Directors. Stock appreciation rights may be granted in conjunction with, or independently from, a stock option granted under the 2006 Plan. Stock appreciation rights, granted in connection with a stock option, are exercisable only to the extent that the stock option to which it relates is exercisable and the stock appreciation rights terminate upon the termination or exercise of the related stock option. The maximum term of stock appreciation rights awards is 10 years.

Restricted shares, restricted share units, and performance shares may be issued at no cost or at a purchase price that may be below their fair market value, but are subject to forfeiture and restrictions on their sale or other transfer. Performance share awards may be granted, where the right to receive shares in the future is conditioned upon the attainment of specified performance objectives and such other conditions, restrictions, and contingencies. Performance shares have the right to receive dividends, if any, subject to the same forfeiture provisions that apply to the underlying awards. As of June 30, 2011, there were no restricted share units awarded from the 2006 Plan.

The Company may distribute authorized but unissued shares or treasury shares to satisfy share option and appreciation right exercises or restricted share and performance share awards.

Stock Options

The following table summarizes the activity during the three months ended June 30, 2011 for stock options awarded by the Company under the 2006 Plan and prior plans:

Number
of
Options

Weighted-Average
Exercise Price

Remaining
Contractual
Term

Aggregate
Intrinsic
Value

(per share)

(in years)

Outstanding at April 1, 2011

1,867,501

11.88

Granted

—

Exercised

—

Forfeited

—

Cancelled/expired

—

Outstanding and exercisable at June 30, 2011

1,867,501

11.88

5.0

2,388

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $8.34 closing price of the Company’s common shares on June 30, 2011 over the exercise price of the stock option, multiplied by the number of stock options outstanding and exercisable. Under GAAP, the aggregate intrinsic value is not recorded for financial accounting purposes and the value changes daily based on changes in the fair market value of the Company’s common shares.

The following table presents additional information related to stock option activity during the three months ended June 30, 2010:


	Three months ended June 30, 2010
Compensation expense	$	291
Total vest-date fair value of stock options vesting	$	532

Compensation expense for stock options was recorded within “Selling, general and administrative expenses” in the Consolidated Statements of Operations during the three months ended June 30, 2010. The compensation expense recorded in the first quarter of fiscal 2011 included $0.2 million for the accelerated vesting of stock option expense due to a change in control provision contained in the original award agreements that was triggered by MAK Capital and its affiliates reaching a 20% ownership stake in the Company. As of June 30, 2010, there was no remaining unrecognized stock based compensation expense related to non-vested stock options.

Stock-Settled Stock Appreciation Rights

Stock-Settled Appreciation Rights (“SSARs”) are rights granted to an employee to receive value equal to the difference in the price of the Company’s common shares on the date of the grant and on the date of exercise. This value is settled in common shares of the Company.

The Company uses a Black-Scholes-Merton option pricing model to estimate the fair value of SSARs. The following table summarizes the principal assumptions utilized in valuing SSARs granted in the first quarter of fiscal 2011:


	Three months ended June 30, 2010
Dividend yield		0	%
Risk-free interest rate		1.94	%
Expected life (years)		4.5
Expected volatility		81.92	%

The dividend yield reflects the Company’s historical dividend yield on the date of the award. On August 5, 2009, the Company’s Board of Directors voted to eliminate the payment of cash dividends on the Company’s common shares. For awards granted prior to August 5, 2009, the dividend yield reflects the Company’s historical dividend yield on the date of award. Awards granted after August 5, 2009 were valued using a zero percent dividend yield, which is the yield expected during the life of the award. The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury bond whose maturity period approximates the expected life of the SSARs. The Company utilizes the simplified method as permitted under SAB No. 110 to calculate the expected life of the SSARs. Under SAB No. 110, the expected life is based on the midpoint between the vesting date and the end of the contractual term of the SSARs award. The Company believes that SSARs awarded in the first quarter of fiscal 2011 meet the criteria established by the SEC for the use of the simplified method. The expected stock price volatility is based on the volatility of the Company’s common shares for the most recent historical period equal to the expected life of the SSARs. The Company’s ownership base has been and may continue to be concentrated in a few shareholders, which has increased and could continue to increase the volatility of the Company’s common share price over time. The estimated fair value of the SSARs granted, less expected forfeitures, is recognized over the vesting period of the awards utilizing the graded vesting method. Under this method, the compensation cost related to unvested amounts begins to be recognized as of the grant date.

The following table summarizes the activity during the three months ended June 30, 2011 for SSARs awarded by the Company under the 2006 Plan:

Number
of
Rights

Weighted-Average
Exercise Price

Remaining
Contractual
Term

Aggregate
Intrinsic
Value

(per right)

(in years)

Outstanding at April 1, 2011

1,317,684

6.50

Granted

—

Exercised

(31,000

)

5.82

Forfeited

—

Cancelled/expired

(3,333

)

6.83

Outstanding at June 30, 2011

1,283,351

6.51

5.5

2,380

Exercisable at June 30, 2011

1,269,351

6.48

5.5

2,380

The aggregate intrinsic value in the table above represents the total pre-tax difference between the $8.34 closing price of the Company’s common shares on June 30, 2011 over the exercise price of the SSARs, multiplied by the number of SSARs outstanding or outstanding and exercisable. Under GAAP, the aggregate intrinsic value is not recorded for financial accounting purposes and the value changes daily based on changes in the fair market value of the Company’s common shares.

The following table presents additional information related to SSARs activity during the three months ended June 30, 2011 and 2010:


	Three months ended June 30
	2011		2010
Compensation expense	$	1,728	$	236
Income tax benefit related to SSARs exercised:
Classified in operating activities in the Consolidated Statements of Cash Flows	$	—	$	—
Classified in financing activities in the Consolidated Statements of Cash Flows	$	—	$	—
Total intrinsic value of SSARs exercised	$	72	$	189
Total vest-date fair value of SSARs vesting	$	2,807	$	—

Compensation expense for SSARs was recorded within “Selling, general and administrative expenses” in the Consolidated Statements of Operations during the three months ended June 30, 2011 and 2010. The compensation expense recorded in the first quarter of fiscal 2012 included $1.4 million for the accelerated vesting of SSARs expense due to a change in control provision contained in the 2006 Plan that was triggered by the announcement of the sale of TSG on May 31, 2011. As of June 30, 2011, total unrecognized stock based compensation expense related to non-vested SSARs was $66,000, which is expected to be recognized over a weighted-average vesting period of 5.8 years.

A total of 8,852 shares were issued from treasury shares to settle SSARs exercised during the first quarter of fiscal 2012. A total of 4,935 shares, net of 2,463 shares withheld to cover the employee’s minimum applicable income taxes, were issued from treasury shares to settle SSARs exercised during the first quarter of fiscal 2011.

As discussed in Note 7 to Condensed Consolidated Financial Statements, in fiscal 2012 and fiscal 2011 the Company was in a net operating loss position for U.S. federal income taxes. Therefore, the Company did not recognize and will not recognize an income tax benefit related to SSARs until that tax benefit can be realized.

Restricted Shares

The Company granted shares to certain of its Directors and executives under the 2006 Plan, the vesting of which is service-based. The following table summarizes the activity during the three months ended June 30, 2011 for restricted shares awarded by the Company:


	Number of shares			Weighted-Average Grant-Date Fair Value
				(per share)
Outstanding at April 1, 2011		35,000		$	8.18
Granted		—			—
Vested		(25,000	)		7.71
Forfeited		—			—

Outstanding at June 30, 2011		10,000		$	9.35

The weighted-average grant date fair value of the restricted shares is determined based upon the closing price of the Company’s common shares on the grant date.

The following table presents additional information related to restricted stock activity during the three months ended June 30, 2011 and 2010:


	Three months ended June 30
	2011		2010
Compensation expense	$	146	$	72
Total vest-date fair value of restricted stock vesting	$	170	$	—

Compensation expense related to restricted stock awards is recognized ratably over the restriction period based upon the closing market price of the Company’s common shares on the grant date. Compensation expense for restricted stock was recorded within “Selling, general and administrative expenses” in the Consolidated Statements of Operations during the three months ended June 30, 2011 and 2010. The fiscal 2012 compensation expense included $0.1 million for the accelerated vesting of restricted stock expense due to a change in control provision contained in the 2006 Plan that was triggered by the announcement of the sale of TSG on May 31, 2011. As of June 30, 2011, total unrecognized stock based compensation expense related to non-vested restricted stock was $72,000, which is expected to be recognized over a weighted-average vesting period of 5.8 years. The Company will not include restricted stock in the calculation of earnings per share until the shares are vested.

Performance Shares

The Company granted shares to certain of its executives under the 2006 Plan, the vesting of which is contingent upon meeting various Company-wide performance goals as of March 31, 2010. The earned performance shares vest over three years. The weighted-average grant date fair value of the performance share grants was determined based on the closing market price of the Company’s common shares on the grant date and assumed that performance goals would be met at target.

The following table summarizes the activity during the three months ended June 30, 2011 for performance shares awarded by the Company under the 2006 Plan:


	Number of shares			Weighted -Average Grant-Date Fair Value
				(per share)
Outstanding at April 1, 2011		49,438		$	6.83
Granted		—			—
Vested		(49,438	)		6.83
Forfeited		—			—

Outstanding at June 30, 2011		—		$	—

The following table presents additional information related to performance share activity during the three months ended June 30, 2011 and 2010:


	Three months ended June 30
	2011		2010
Compensation expense	$	168	$	80
Total vest-date fair value of performance shares vesting	$	337	$	539

Once attainment of the performance goals becomes probable, compensation expense related to performance share awards is recognized ratably over the vesting period based upon the closing market price of the Company’s common shares on the grant date. The compensation expense for performance shares was recorded within “Selling, general and administrative expenses” in the Consolidated Statements of Operations during the three months ended June 30, 2011 and 2010. The fiscal 2012 compensation expense included $0.2 million for the accelerated vesting of performance share expense due to a change in control provision contained in the 2006 Plan that was triggered by the announcement of the sale of TSG on May 31, 2011. At June 30, 2011, there was no remaining unrecognized stock based compensation expense related to non-vested performance shares.

7. Income Taxes

The effective tax rates from continuing operations for the three months ended June 30, 2011 and 2010 were as follows:


	Three Months Ended June 30
	2011			2010
Effective income tax rate		17.8	%		(77.6	)%

Income tax expense is based on the Company’s estimate of the effective tax rate expected to be applicable for the respective full year. For the first quarter of fiscal 2012, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses, as deferred tax assets, which were offset by increases in the valuation allowance. Other items effecting the rate in the current year quarter include foreign and state taxes and a discrete item related to a decrease in unrecognized tax benefits. For the first quarter of fiscal 2011, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses, as deferred tax assets, which were offset by increases in the valuation allowance. In addition, an increase in the valuation allowance was recorded due to the correction of an error, as more fully described in Note 1 to Condensed Consolidated Financial Statements. Other items effecting the rate in the prior year quarter include foreign and state taxes and a discrete item related to an increase in unrecognized tax benefits.

Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months a reduction in unrecognized tax benefits may occur in the range of zero to $0.8 million based on the outcome of tax examinations and as a result of the expiration of various statutes of limitations. The Company is routinely audited and is currently under examination by the Internal Revenue Service (“IRS”) for the tax year ended March 31, 2010. Due to the ongoing nature of current examinations in multiple jurisdictions, other changes could occur in the amount of gross unrecognized tax benefits during the next 12 months which cannot be estimated at this time.

8. Loss Per Share

The following data show the amounts used in computing loss per share and the effect on income and the weighted average number of dilutive potential common shares:


	Three months ended June 30
	2011			2010
Numerator:
Net loss — basic and diluted	$	(4,789	)	$	(10,252	)

Denominator:
Weighted average shares outstanding — basic		22,953			22,751
Effect of dilutive securities:
Share-based compensation awards		—			—

Weighted average shares outstanding — diluted		22,953			22,751

Loss per share - basic and diluted:
Net loss	$	(0.21	)	$	(0.45	)

Basic loss per share is computed as net income available to common shareholders divided by the weighted average basic shares outstanding. The outstanding shares used to calculate the weighted average basic shares excludes 10,000 of restricted shares at June 30, 2011, and 223,532, of restricted shares and 428,778 of performance shares (in each case, including reinvested dividends) at June 30, 2010, as these shares were issued but were not vested and, therefore, not considered outstanding for purposes of computing basic earnings per share at the balance sheet dates. Diluted loss per share is computed by sequencing each series of potential issuance of common shares from the most dilutive to the least dilutive. Diluted loss per share is determined as the lowest earnings or highest loss per incremental share in the sequence of potential common shares. When a loss is reported, the denominator of diluted earnings per share cannot be adjusted for the dilutive impact of share-based compensation awards because doing so would be anti-dilutive to the loss per share. Therefore, for the three months ended June 30, 2011 and 2010, basic weighted-average shares outstanding were used in calculating the diluted net loss per share.

For the three months ended June 30, 2011, stock options and SSARs on 3.2 million common shares were not included in computing diluted earnings per share because their effects were anti-dilutive. For the three months ended June 30, 2010, stock options and SSARs on 3.2 million common shares were not included in computing diluted earnings per share because their effects were anti-dilutive.

9. Commitments and Contingencies

The Company is the subject of various threatened or pending legal actions and contingencies in the normal course of conducting its business. The Company provides for costs related to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of certain of these matters on the Company’s future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. While it is not possible to predict with certainty, management believes that the ultimate resolution of such individual or aggregated matters will not have a material adverse effect on the consolidated financial position, results of operations, or cash flows of the Company.

As of June 30, 2011, the Company is expected to reach its minimum purchase commitments from a vendor of $330.0 million per year through fiscal 2012, which were disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011. The majority of this obligation, representing $310.0 million, was assumed by OnX upon the completion of the TSG divestiture. The remaining $20.0 million obligation will be retained by the Company and the Company expects to reach its commitment during fiscal 2012.

10. Additional Balance Sheet Information

Additional information related to the Company’s Condensed Consolidated Balance Sheets is as follows:


	June 30, 2011		March 31, 2011
Other current assets:
Marketable securities restricted in Rabbi Trust	$	13,727	$	5,791
Other		749		703

Total	$	14,476	$	6,494

Other non-current assets:
Corporate-owned life insurance policies	$	3,365	$	3,323
Marketable securities restricted in Rabbi Trust		—		7,950
Other		1,354		1,686

Total	$	4,719	$	12,959

Accrued liabilities:
Salaries, wages, and related benefits	$	7,343	$	10,374
SERP obligations		5,705		5,675
BEP obligations		5,418		—
Other employee benefit obligations		116		116
Restructuring liabilities		2,057		1,141
Other taxes payable		4,194		3,432
Other		2,590		3,149

Total	$	27,423	$	23,887

Other non-current liabilities:
BEP obligations	$	—	$	5,629
Other employee benefit obligations		305		305
Income taxes payable		3,521		4,337
Restructuring liabilities		1,234		388
Other		1,638		1,493

Total	$	6,698	$	12,152

The marketable securities included in the table above within “Other current assets” and “Other non-current assets” are maintained in a Rabbi Trust to informally fund the Company’s obligations with respect to employee benefit plan obligations under the SERP and Benefits Equalization Plan (“BEP”), which are included within “Accrued liabilities” and “Other non-current liabilities.” The corporate-owned life insurance policies included in the table above within “Other non-current assets” represent split-dollar endorsement life insurance policies for which the related benefit obligation is included within “Other non-current liabilities.” The Company presents these contracts at their cash surrender value (which is considered fair value), net of policy loans. The Company adjusts the carrying value of these contracts to the cash surrender value at the end of each reporting period. Such periodic adjustments are included in “Other (income) expenses, net” within the accompanying Condensed Consolidated Statements of Operations. Additional information with respect to the Company’s marketable securities, corporate-owned life insurance policies, and employee benefit plans obligations is provided in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011.

11. Business Segments

Description of Business Segments

During the first quarter of fiscal 2012 and fiscal 2011, the Company had three reportable business segments: HSG, RSG, and TSG (see Note 3 to Condensed Consolidated Financial Statements for a discussion regarding the disposal of TSG). The reportable segments are each managed separately and are supported by various practices as well as Company-wide functional departments. These functional support departments include general accounting, tax, and information technology. Certain costs associated with the functional support departments are contained within Corporate/Other and are not allocated back to the reportable business segments. Corporate/Other is not a reportable business segment as defined by GAAP.

HSG is a leading technology provider to the hospitality industry, offering hardware, application software, and services that streamline management of operations, property, and inventory for customers in the gaming, hotel and resort, cruise lines, food management services, and sports and entertainment markets.

RSG is a leader in designing solutions for retailers to improve productivity, operational efficiency, technology utilization, customer satisfaction, and in-store profitability, and to provide retail customers with an enhanced shopping experience. RSG provides mobility and wireless, customized pricing, and inventory solutions, and customer relationship management systems. RSG also provides implementation plans and supplies the hardware package required to operate the systems, including servers, receipt printers, point-of-sale terminals, and wireless devices for in-store use by retail store associates.

TSG is a leading provider of IBM, HP, Oracle, EMC ² , Hitachi Data Systems, and NetApp enterprise IT solutions for the complex data center needs of customers in a variety of industries — including finance, government, healthcare, telecommunications, and education, among others. The solutions offered include enterprise architecture and high availability, infrastructure optimization, storage and resource management, identity management, and business continuity.

Measurement of Segment Operating Results and Segment Assets

The Company’s Interim President and Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), evaluates performance and allocates resources to its reportable segments based on operating income. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies elsewhere in these Notes to Condensed Consolidated Financial Statements. Intersegment sales are recorded at pre-determined amounts to allow for inter-company profit to be included in the operating results of the individual reportable segments. Such inter-company profit is eliminated for consolidated financial reporting purposes.

The CODM does not evaluate a measurement of segment assets when evaluating the performance of the Company’s reportable segments. As such, financial information relating to segment assets is not provided in the table below.

Customer Concentration

Verizon Communications, Inc. accounted for 29.8% and 28.1% of TSG’s total revenues, and 19.2% and 18.1% of total Company revenues for the three months ended June 30, 2011 and 2010, respectively.

Segment Operating Results

The following table presents segment profit and related information for each of the Company’s reportable segments. Please refer to Note 5 to Condensed Consolidated Financial Statements for further information on the Corporate/Other restructuring charges.


	Reportable Segments									Corporate/ Other
	HSG			RSG			TSG			Corporate/ Other			Consolidated
Three Months Ended June 30, 2011
Total revenue	$	20,960		$	33,105		$	97,757		$	—		$	151,822
Elimination of intersegment revenue		—			(179	)		—			—			(179	)

Revenue from external customers	$	20,960		$	32,926		$	97,757		$	—		$	151,643

Gross margin	$	13,267		$	6,260		$	18,906		$	—		$	38,433
Gross margin percentage		63.3	%		19.0	%		19.3	%					25.3	%

Operating income (loss)	$	515		$	2,095		$	2,570		$	(10,567	)	$	(5,387	)
Other expenses, net		—			—			—			(138	)		(138	)
Interest expense, net		—			—			—			(305	)		(305	)

Income (loss) before income taxes	$	515		$	2,095		$	2,570		$	(11,010	)	$	(5,830	)

Other information:
Capital expenditures	$	749		$	7		$	—		$	—		$	756

Non-cash charges:
Depreciation and Amortization (1)	$	1,058		$	151		$	119		$	1,202		$	2,530
Restructuring charges	$	187		$	134		$	49		$	2,025		$	2,395

Total	$	1,245		$	285		$	168		$	3,227		$	4,925


Three Months Ended June 30, 2010
Total revenue	$	23,049		$	23,813		$	85,087		$	—		$	131,949
Elimination of intersegment revenue		—			(76	)		—			—			(76	)

Revenue from external customers	$	23,049		$	23,737		$	85,087		$	—		$	131,873

Gross margin	$	13,287		$	5,669		$	14,910		$	—		$	33,866
Gross margin percentage		57.6	%		23.9	%		17.5	%					25.7	%

Operating income (loss)	$	2,239		$	1,768		$	(1,752	)	$	(8,847	)	$	(6,592	)
Other income, net		—			—			—			1,083			1,083
Interest expense, net		—			—			—			(263	)		(263	)

Income (loss) before income taxes	$	2,239		$	1,768		$	(1,752	)	$	(8,027	)	$	(5,772	)

Other information:
Capital expenditures	$	965		$	—		$	62		$	502		$	1,529

Non-cash charges:
Depreciation and Amortization (1)	$	1,092		$	80		$	799		$	1,484		$	3,455
Restructuring charges	$	—		$	—		$	—		$	393		$	393

Total	$	1,092		$	80		$	799		$	1,877		$	3,848

(1)	Does not include the amortization of deferred financing fees totaling $131,000 for each of the three months ended June 30, 2011 and 2010, which related to Corporate/Other.

Enterprise-Wide Disclosures

The Company’s assets are primarily located in the United States. Further, revenues attributable to customers outside the United States accounted for approximately 3% and 5% of total revenues for the three months ended June 30, 2011 and 2010, respectively. Total revenues for the Company’s three specific areas of offerings are as follows:


	Three months ended June 30
	2011		2010
Hardware	$	99,021	$	81,279
Software		19,038		22,208
Services		33,584		28,386

Total	$	151,643	$	131,873

12. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value of financial assets and liabilities are measured on a recurring or non-recurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. In determining fair value of financial assets and liabilities, the Company uses various valuation techniques. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment. The availability of pricing inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction.

The Company estimates the fair value of financial instruments using available market information and generally accepted valuation methodologies. The Company assesses the inputs used to measure fair value using a three-tier hierarchy. The hierarchy indicates the extent to which pricing inputs used in measuring fair value are observable in the market. Level 1 inputs include unadjusted quoted prices for identical assets or liabilities and are the most observable. Level 2 inputs include unadjusted quoted prices for similar assets and liabilities that are either directly or indirectly observable, or other observable inputs such as interest rates, foreign currency exchange rates, commodity rates, and yield curves. Level 3 inputs are not observable in the market and include the Company’s own judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the tables below.

Additional information with respect to the Company’s fair value measurements is included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011.

There were no transfers between Levels 1, 2, and 3 during the three months ended June 30, 2011 and 2010.

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value:

Fair value measurement used

Recorded value
as of
June 30, 2011

Active markets
for identical assets
or liabilities
(Level 1)

Quoted prices in
similar instruments
and observable
inputs (Level 2)

Active markets
for unobservable
inputs
(Level 3)

Assets:

Available for sale restricted marketable securities — current

13,727

—

Corporate-owned life insurance — non-current

3,365

—

3,365

Liabilities:

BEP — current

5,418

—

5,418

—

Fair value measurement used

Recorded value
as of
March 31, 2011

Active markets
for identical assets
or liabilities
(Level 1)

Quoted prices in
similar instruments
and observable
inputs (Level 2)

Active markets
for unobservable
inputs
(Level 3)

Assets:

Available for sale restricted marketable securities — current

5,791

—

Available for sale restricted marketable securities — non-current

7,950

—

Corporate-owned life insurance — non-current

3,323

—

3,323

Liabilities:

BEP — non-current

5,629

—

5,629

—

The Company maintains an investment in available for sale marketable securities in which cost approximates fair value. The recorded value of the Company’s investment in available for sale marketable securities is based on quoted prices in active markets and, therefore, is classified within Level 1 of the fair value hierarchy. As of June 30, 2011, the Company has $9,000 of unrealized losses related to this investment, which is recorded within “Accumulated other comprehensive income (loss)” in the Condensed Consolidated Balance Sheets.

The recorded value of the Corporate-owned life insurance policies is adjusted to the cash surrender value of the policies which are not observable in the market, and therefore, are classified within Level 3 of the fair value hierarchy. Changes in the cash surrender value of these policies are recorded within “Other income, net” in the Condensed Consolidated Statements of Operations. Although corporate-owned life insurance policies are exempt from such disclosure requirements, management believes the disclosures are useful to financial statement users.

The recorded value of the BEP obligation is measured as employee deferral contributions and Company matching contributions less distributions made from the plan, and adjusted for the returns on the hypothetical investments selected by the participants, which are indirectly observable and therefore, classified within Level 2 of the fair value hierarchy.

The following table presents a summary of changes in the fair value of the Level 3 assets and liabilities for the three months ended June 30, 2011 and 2010:


	Three months ended June 30
	2011			2010
Company-owned life insurance:
Balance on April 1	$	3,323		$	16,095
Realized gains		—			2,065
Unrealized losses relating to instruments still held at the reporting date		(4	)		(855	)
Purchases		46			504
Sales		—			—
Issuances		—			—
Settlements		—			(2,017	)

Balance on June 30	$	3,365		$	15,792

Realized gains represent the amounts recognized during the first quarter of fiscal 2011 on the redemption of certain Corporate-owned life insurance policies and are recorded within “Other income, net” in the accompanying Condensed Consolidated Statements of Operations. Unrealized losses related to the Corporate-owned life insurance policies are recorded within “Other income, net” in the accompanying Condensed Consolidated Statements of Operations.

The following tables present information about the Company’s financial and nonfinancial assets and liabilities measured at fair value on a nonrecurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value:

Fair value measurement used

Recorded value
as of
June 30, 2011

Active markets
for identical assets
or liabilities
(Level 1)

Quoted prices in
similar instruments
and observable
inputs (Level 2)

Active markets
for unobservable
inputs
(Level 3)

Assets:

Goodwill

20,556

—

20,556

Intangible assets

22,117

—

22,117

Liabilities:

SERP obligations — current

5,705

—

5,705

Other employee benefit plans
obligations — current

116

—

116

Restructuring liabilties — current

2,057

—

2,057

Restructuring liabilties — non-current

1,234

—

1,234

Other employee benefit plans
obligations — non-current

305

—

305

Fair value measurement used

Recorded value
as of
March 31, 2011

Active markets
for identical assets
or liabilities
(Level 1)

Quoted prices in
similar instruments
and observable
inputs (Level 2)

Active markets
for unobservable
inputs
(Level 3)

Assets:

Goodwill

20,569

—

20,569

Intangible assets

22,535

—

22,535

Liabilities:

SERP obligations — current

5,675

—

5,675

Other employee benefit plans
obligations — current

116

—

116

Restructuring liabilties — current

1,141

—

1,141

Restructuring liabilties — non-current

388

—

388

Other employee benefit plans
obligations — non-current

305

—

305

Goodwill of the Company’s reporting units is measured for impairment on an annual basis, or in interim periods if indicators of potential impairment exist, using a combination of an income approach and a market approach.

The Company’s intangible assets are valued at their estimated fair value at time of acquisition. The Company evaluates the fair value of its finite-lived intangible assets when impairment indicators are present and its indefinite-lived intangible assets on an annual basis, or in interim periods if indicators of potential impairment exist. The same approach described above for the goodwill valuation is also used to value indefinite-lived intangible assets.

The recorded value of the Company’s SERP and other benefit plans obligations is based on estimates developed by management by evaluating actuarial information and includes assumptions such as discount rates, future compensation increases, expected retirement dates, payment forms, and mortality. The recorded value of these obligations is measured on an annual basis, or upon the occurrence of a plan curtailment or settlement.

The Company’s restructuring liabilities primarily consist of one-time termination benefits to former employees and ongoing costs related to long-term operating lease obligations. The recorded value of the termination benefits to employees is adjusted to the expected remaining obligation for each period based on the arrangements made with the former employees. The recorded value of the ongoing lease obligations is based on the remaining lease term and payment amount, net of sublease income plus interest, discounted to present value. Changes in subsequent periods resulting from a revision to either the timing or the amount of estimated cash flows over the future period are measured using the credit-adjusted, risk-free rate that was used to measure the restructuring liabilities initially.

The inputs used to value the Company’s goodwill, intangible assets, SERP obligations, other employee benefit plans obligations, and restructuring liabilities are not observable in the market and, therefore, these amounts are classified within Level 3 in the fair value hierarchy.

The following table presents a summary of changes in the fair value of the Level 3 assets and liabilities for the three months ended June 30, 2011 and 2010:


	Three months ended June 30, 2011
	Goodwill			Intangible assets			SERP obligations			Other employee benefit plans obligations			Restructuring liabilities
Balance at April 1, 2011	$	20,569		$	22,535		$	5,675		$	421		$	1,529
Realized losses		—			—			—			—			—
Unrealized gains (losses) relating to instruments still held at the reporting date		(13	)		—			—			—			—
Purchases		—			348			30			—			2,395
Sales		—			—			—			—			—
Issuances		—			—			—			—			—
Settlements		—			—			—			—			(633	)
Amortization		—			(766	)		—			—			—

Balance at June 30, 2011	$	20,556		$	22,117		$	5,705		$	421		$	3,291


	Three months ended June 30, 2010
	Goodwil			Intangible assets			SERP obligations			Other employee benefit plans obligations			Restructuring liabilities
Balance at April 1, 2010	$	50,418		$	32,510		$	8,412		$	454		$	1,938
Realized losses		—			—			383			—			—
Unrealized (losses) gains relating to instruments still held at the reporting date		(68	)		—			(57	)		—			—
Purchases		—			964			92			—			393
Sales		—			—			—			—			—
Issuances		—			—			—			—			—
Settlements		—			—			(2,504	)		(35	)		(811	)
Amortization		—			(1,215	)		—			—			—

Balance at June 30, 2010	$	50,350		$	32,259		$	6,326		$	419		$	1,520

Realized losses on the Company’s SERP obligation were primarily comprised of the actuarial losses recognized due to the settlement of a SERP obligation to a former executive and are recorded within “Restructuring charges” in the accompanying Condensed Consolidated Statements of Operations. Additional information regarding the Company’s restructuring actions is included in Note 5 to Condensed Consolidated Financial Statements.

Unrealized gains related to goodwill represent fluctuations due to the movement of foreign currencies relative to the U.S. dollar. Cumulative currency translation adjustments are recorded within “Other comprehensive income” in the accompanying Condensed Consolidated Balance Sheets. Unrealized losses related to the Company’s SERP obligation represent the unamortized actuarial losses, net of taxes, and are recorded within “Other comprehensive income” in the accompanying Condensed Consolidated Balance Sheets.

13. Subsequent Events

Subsequent events include events or transactions that occur after the balance sheet date, but before the financial statements are issued. Subsequent events are named either as recognized or non-recognized.

Termination of Credit Facility

On July 29, 2011, the Company terminated its Credit Facility.The Company had no amounts outstanding under the Credit Facility, and the Company owed no penalties for early termination.As a result of the proceeds the Company received from the sale of TSG, the Company determined that it no longer required the liquidity provided by the Credit Facility. In conjunction with the termination of the Credit Facility, the Company will expense approximately $0.4 million in unamortized deferred financing fees that related to the Credit Facility in its second quarter interim financial statements.

Share Repurchase Program

On August 1, 2011, the Company announced its plans to commence a repurchase program. The Board approved the repurchase of up to 1,600,000 common shares of the Company. Unless renewed, the share repurchase program will expire on March 31, 2012.

2011 Stock Incentive Plan

On July 28, 2011, the Company’s shareholders approved the 2011 Stock Incentive Plan (the “2011 Plan”). Under the 2011 Plan, the Company may grant non-qualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted shares and restricted share units, time-vested or conditioned on the attainment of performance goals, for up to 3.0 million common shares. The maximum aggregate number of restricted shares or restricted share units that may be granted under the 2011 Plan is 1.0 million. The maximum number of shares subject to restricted shares or restricted share units that may be granted to an individual in a calendar year is 400,000 shares, and the maximum number of shares subject to stock options or stock appreciation rights that may be granted to an individual in a calendar year is 800,000 shares.

All new equity awards going forward will be granted under the 2011 Plan. The Company may distribute authorized but unissued shares or treasury shares to satisfy share option and SAR exercises or restricted share awards.

Management evaluated events that occurred subsequent to June 30, 2011 for recognition or disclosure in the Company’s Consolidated Financial Statements and Notes and concluded that there are no additional significant subsequent events requiring recognition or disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (“MD&A”), management explains the general financial condition and results of operations for Agilysys, Inc. and its subsidiaries (“Agilysys” or the “Company”) including:

•

what factors affect the Company’s business;

•

what the Company’s earnings and costs were;

•

why those earnings and costs were different from the year before;

•

where the earnings came from;

•

how the Company’s financial condition was affected; and

•

where the cash will come from to fund future operations.

The MD&A analyzes changes in specific line items in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows and provides information that management believes is important to assessing and understanding the Company’s consolidated financial condition and results of operations. This Quarterly Report on Form 10-Q (“Quarterly Report”) updates information included in the Company’s Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended March 31, 2011, filed with the Securities and Exchange Commission (“SEC”). This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes that appear in Item 1 of this Quarterly Report as well as the Company’s Annual Report for the year ended March 31, 2011. Information provided in the MD&A may include forward-looking statements that involve risks and uncertainties. Many factors could cause actual results to be materially different from those contained in the forward-looking statements. Additional information concerning forward-looking statements is contained in “Forward-Looking Information” below and in “Risk Factors” included in Part I, Item 1A of the Company’s Annual Report for the fiscal year ended March 31, 2011. Management believes that this information, discussion, and disclosure is important in making decisions about investing in the Company. Table amounts are in thousands.

Introduction

Agilysys is a leading provider of innovative information technology (“IT”) solutions to corporate and public-sector customers, with special expertise in select markets, including hospitality and retail. The Company develops technology solutions — including hardware, software, and services — to help customers resolve their most complicated IT data center and point-of-sale needs. The Company possesses data center expertise in enterprise architecture and high availability, infrastructure optimization, storage and resource management, and business continuity. Agilysys’ point-of-sale solutions include: proprietary property management, inventory and procurement, point-of-sale, and document management software, proprietary services including expertise in mobility and wireless solutions for retailers, and resold hardware, software, and services. A significant portion of the point-of-sale related revenue is recurring from software support and hardware maintenance agreements. Headquartered in Solon, Ohio, Agilysys operates extensively throughout North America, with additional sales and support offices in the United Kingdom and Asia. During the first quarter of fiscal 2012 and fiscal 2011, Agilysys had three reportable segments: Hospitality Solutions Group (“HSG”), Retail Solutions Group (“RSG”), and Technology Solutions Group (“TSG”). See Note 3 to Condensed Consolidated financial statements titled, Sale of TSG Business , and Note 11 to Condensed Consolidated Financial Statements titled, Business Segments , which is included in Item 1, for additional information.

The primary objective of the Company’s ongoing strategic planning process is to create shareholder value by exploiting growth opportunities and strengthening its competitive position within the specific technology solutions and in the wider markets in which it competes. The plan builds on the Company’s existing strengths and targets growth driven by new technology trends and market opportunities. The Company’s strategic plan specifically focuses on:

•

Growing sales of its proprietary offerings, both software and services;

•

Diversifying its customer base across geographies and industries;

•

Capitalizing on the Company’s intellectual property and emerging technology trends; and

•

Optimizing the Company’s facilities footprint and corporate expense while locating corporate services closer to the operating businesses.

Following the close of the TSG divestiture, the Company’s top priorities include improving operating performance and financial results, profitably growing the business, and returning capital to shareholders. To that end, the Company will use its cash to fund working capital needs, make select investments in the businesses, and return excess cash to shareholders as prudently as possible. The Company intends to achieve its objectives through a tighter coupling and management of the operating expenses of the businesses and sharpening the focus of our investments to concentrate on growth opportunities with the highest return.

Revenues — Defined

As required by the SEC, the Company separately presents revenues earned as either product revenues or services revenues in its Condensed Consolidated Statements of Operations. In addition to the SEC requirements, the Company may, at times, also refer to revenues as defined below. The terminology, definitions, and applications of terms the Company uses to describe its revenues may be different from those used by other companies and caution should be used when comparing these financial measures to those of other companies. The Company uses the following terms to describe revenues:

•

Revenues — The Company presents revenues net of sales returns and allowances.

•

Product revenues — The Company defines product revenues as revenues earned from the sales of hardware equipment and proprietary and remarketed software.

•

Services revenues — The Company defines services revenues as revenues earned from the sales of proprietary and remarketed services and support.

General Company Overview

Total net sales rose $19.8 million or 15.0% in the three months ended June 30, 2011 compared with the three months ended June 30, 2010, as a result of increased hardware and services sales volumes, most significantly for RSG and TSG. The prior year net sales were adversely impacted by a general decrease in IT spending activity within the markets the Company serves as a result of weak macroeconomic and financial market conditions.

While the Company’s revenues have improved in the first quarter of fiscal 2012 compared with the same prior year period, market conditions still reflect uncertainty regarding the overall business environment and demand for IT products and services. The Company continues to believe that it is well-positioned to capitalize on future increases in IT spending, which will allow for the further leveraging of its business model and earnings growth.

Gross margin as a percentage of sales decreased 40 basis points to 25.3% for the first three months of fiscal 2012 compared with the first three months of fiscal 2011, primarily due to lower services gross margins, which were a result of project mix and increased pricing pressure.

Matters Affecting Comparability

Due to the gross margin pressure the Company experienced in fiscal 2011, management began to execute annualized cost savings of approximately $7.0 million in the fourth quarter of fiscal 2011, which include reductions in headcount and in professional fees. Of this amount, approximately $3.5 million has been realized to date, including $1.8 million in the first quarter of fiscal 2012.

On May 28, 2011, the Company agreed to sell TSG to OnX Enterprise Solutions Limited and its subsidiary OnX Acquisition LLC (together “OnX”), subject to several contingencies. On July 28, 2011, the Company’s shareholders approved the sale and the transaction closed on August 1, 2011, the date on which certain other contingencies specified in the agreement were satisfied. Since the transaction closed subsequent to the end of the Company’s fiscal 2012 first quarter, the remainder of the discussion contained in this MD&A is without consideration to the effect of this sale.

During the first quarter of fiscal 2012, the Company announced certain restructuring actions, including the relocation of its corporate headquarters from Solon, Ohio to Alpharetta, Georgia, designed to better align corporate functions with the Company’s operating units and reduce costs following the sale of TSG. The Company incurred approximately $2.4 million in restructuring costs related to these actions during the first quarter of fiscal 2011. During the first quarter of fiscal 2011, the Company incurred approximately $0.4 million in restructuring costs primarily comprised of non-cash settlement costs related to the payment of an obligation to a former executive under the Company’s Supplemental Executive Retirement Plan (“SERP”) and other ongoing lease obligations related to restructuring actions taken in fiscal 2009. Additional information regarding the Company’s restructuring actions is provided below and in Note 5 to Condensed Consolidated Financial Statements.

Customer Concentration

As discussed in Note 11 to Condensed Consolidated Financial Statements, Verizon Communications, Inc. accounted for 29.8% and 28.1% of TSG’s total revenues, and 19.2% and 18.1% of total Company revenues for the three months ended June 30, 2011 and 2010, respectively.

Results of Operations — First Fiscal 2012 Quarter Compared to First Fiscal 2011 Quarter

Net Sales and Operating Loss

The following table presents the Company’s consolidated revenues and operating results for the three months ended June 30, 2011 and 2010:


	Three months ended June 30						Increase (decrease)
(Dollars in thousands)	2011			2010			$		%
Net Sales:
Product	$	118,059		$	103,487		$	14,572		14.1	%
Service		33,584			28,386			5,198		18.3	%

Total		151,643			131,873			19,770		15.0	%

Cost of goods sold:
Product		98,265			86,107			12,158		14.1	%
Service		14,945			11,900			3,045		25.6	%

Total		113,210			98,007			15,203		15.5	%

Gross margin:
Product		19,794			17,380			2,414		13.9	%
Service		18,639			16,486			2,153		13.1	%

Total		38,433			33,866			4,567		13.5	%

*Gross margin percentage:*
Product		*16.8*	%		16.8	%
Service		*55.5*	%		58.1	%

Total		*25.3*	%		25.7	%

Operating expenses:
Selling, general, and administrative expenses		41,425			40,065			1,360		3.4	%
Restructuring charges		2,395			393			2,002		nm

Total		43,820			40,458			3,362		8.3	%

Operating loss:
Operating loss	$	(5,387	)	$	(6,592	)	$	1,205		18.3	%
Operating loss percentage		*(3.6*	)%		(5.0	)%

nm-not meaningful

The following table presents the Company’s operating results by business segment for the three months ended June 30, 2011 and 2010:


	Three months ended June 30						(Decrease) increase
(Dollars in thousands)	2011			2010			$			%
Hospitality

Total sales from external customers	$	20,960		$	23,049		$	(2,089	)		(9.1	)%
Gross margin	$	13,267		$	13,287		$	(20	)		(0.2	)%
		*63.3*	%		57.6	%
Operating income	$	515		$	2,239		$	(1,724	)		(77.0	)%

Retail

Total sales from external customers	$	32,926		$	23,737		$	9,189			38.7	%
Gross margin	$	6,260		$	5,669		$	591			10.4	%
		*19.0*	%		23.9	%
Operating income	$	2,095		$	1,768		$	327			18.5	%

Technology

Total sales from external customers	$	97,757		$	85,087		$	12,670			14.9	%
Gross margin	$	18,906		$	14,910		$	3,996			26.8	%
		*19.3*	%		17.5	%
Operating income (loss)	$	2,570		$	(1,752	)	$	4,322			246.7	%

Corporate and Other
Operating loss	$	(10,567	)	$	(8,847	)	$	(1,720	)		(19.4	)%

Consolidated

Total sales from external customers	$	151,643		$	131,873		$	19,770			15.0	%
Gross margin	$	38,433		$	33,866		$	4,567			13.5	%
		*25.3*	%		25.7	%
Operating loss	$	(5,387	)	$	(6,592	)	$	1,205			18.3	%

Net sales. Net sales increased $19.8 million to $151.6 million during the first quarter of fiscal 2012 compared with net sales of $131.9 million during the first quarter of fiscal 2011. The increase was driven by higher hardware and services volumes, which increased $17.8 million and $5.2 million, respectively, in the first quarter of fiscal 2012 compared with the first quarter of the prior year. These revenue increases reflect a general improvement in customer demand, which benefited RSG and TSG. This growth was partially offset by a decrease in software revenues of $3.2 million for the same period. The decline in software revenues primarily reflect two large remarketed software sales TSG recognized in the first quarter of fiscal 2011 that did not repeat in the current year quarter.

HSG’s sales decreased $2.1 million in the first quarter of fiscal 2012 compared with the same prior year period primarily as a result of decreases in product revenues of $3.1 million, which was partially offset by an increase in services revenues of $1.0 million. In the first quarter of fiscal 2011, HSG recognized a large hardware sale that did not repeat in the current year quarter.

RSG’s sales increased $9.2 million due to higher product and services revenues of $8.4 million and $0.8 million, respectively. The growth in RSG’s sales was primarily driven by several large hardware orders that were recognized in the first quarter of fiscal 2012.

TSG’s sales increased $12.7 million, as product and services revenues grew $9.3 million and $3.4 million, respectively, in the first quarter of fiscal 2012 compared with the same prior year period. The growth in TSG’s product revenues was primarily due to higher hardware sales, which reflect increased volumes, partially offset by a decline in software revenues as discussed above. TSG services revenues increased to more normalized levels in the current year quarter due to an increase in projects.

Gross margin. The Company’s total gross margin percentage decreased to 25.3% for the quarter ended June 30, 2011 compared with 25.7% for the same prior year quarter, primarily due to lower services gross margins. Services gross margins decreased 260 basis points in the first quarter of fiscal 2012 compared with the first quarter of fiscal 2011 primarily due to mix of projects, which impacted TSG. Product gross margins remained relatively flat in the first quarter of fiscal 2012 compared with the first quarter of fiscal 2011.

The increase of 570 basis points in HSG’s gross margin percentage was primarily attributable to higher services gross margins, partially offset by lower product gross margins. HSG’s services gross margins were favorably impacted by lower project related costs for proprietary services projects. The decline in HSG’s product gross margins is due to lower hardware and software gross margins. HSG’s lower hardware gross margins was primarily due to the sales mix and HSG’s lower software gross margins was due to the amortization of capitalized costs associated with the development of Guest 360™ software product, which was released for general sale in June 2010.

RSG’s gross margin percentage for the quarter ended June 30, 2011 decreased 490 basis points compared with the same prior year quarter due to lower product gross margins. During the first quarter of fiscal 2012, RSG recognized several large hardware sales, which had lower gross margins.

TSG’s gross margin percentage increased 180 basis points in the first quarter of fiscal 2012 compared with the first quarter of fiscal 2011. The increase in TSG’s gross margin percentage was driven by higher product gross margins as a result of an increase in hardware gross margins. The higher hardware gross margins reflect improved pricing, as well as, the mix of customers and types of hardware sold during the current year quarter. The increase in TSG’s product gross margins was partially offset by lower services gross margins. TSG’s services gross margins were unfavorably affected by mix of projects in the current year quarter compared with the prior year quarter.

Operating expenses. The Company’s operating expenses consist of selling, general, and administrative (“SG&A”) expenses and restructuring charges. SG&A expenses increased $1.4 million, or 3.4%, during the first quarter of fiscal 2012 compared with the first quarter of fiscal 2011. The higher SG&A expenses in the first quarter of fiscal 2012 were primarily attributable to higher compensation costs, which resulted from the reinstatement of the employer matching contribution to the Company’s 401(k) Plan and higher stock compensation costs as a result of the acceleration of expense due to a change in control provision contained in the Company’s 2006 Stock Incentive Plan that was triggered by the announcement of the sale of TSG on May 31, 2011. The Company reinstated the employer matching contribution to its 401(k) Plan effective January 1, 2011. In addition, during the first quarter of the current year, the Company incurred approximately $1.1 million in transaction costs related to the TSG sale, which will be classified within discontinued operations in future periods. These increases were partially offset by reduced amortization costs related to certain customer and supplier relationship intangible assets that were determined to be impaired and were written off during the fourth quarter of fiscal 2011. During the first quarter of fiscal 2011, the Company benefited from lower compensation costs as a result of losses incurred related to the Company’s Benefit Equalization Plan. However, in the prior year quarter the Company also incurred approximately $1.1 million in costs that were expensed as maintenance costs related to the implementation of the Oracle Enterprise Resource Planning (“ERP”) software for its North American operations.

From a business segment perspective, SG&A expenses increased $1.5 million and $0.1 million in HSG and RSG, respectively. TSG SG&A expenses decreased $0.3 million during the current year quarter compared with the same prior year quarter. Corporate/Other SG&A expenses increased $0.1 million in the first quarter of the current year compared with the first quarter of the prior year. The increase in HSG’s and RSG’s expenses was primarily driven by higher compensation costs in the current year first quarter due to the reinstatement of the employer matching contribution to the Company’s 401(k) Plan and the acceleration of stock compensation expense as a result of the announcement of the TSG sale. During the first quarter of fiscal 2011, HSG also capitalized $1.0 million related to the development of Guest 360™ software product, which was released for general sale in June 2010. In the first quarter of the current year, HSG capitalized $0.3 million related to the development of enhancements to the Guest 360 software product. Other costs related to Guest 360 were expensed in the current year first quarter as maintenance costs. The lower costs in TSG primarily reflect lower amortization expense for intangible assets, as customer and supplier relationship intangible assets associated with the Company’s acquisition of Innovative Systems Design, Inc. and Stack Computer in fiscal 2008, were determined to be impaired and were written off during the Company’s annual goodwill and intangible asset impairment testing in the fourth quarter of fiscal 2011. The lower amortization expense more than offset higher compensation and benefits costs in the current year first quarter due to the reinstatement of the employer matching contribution and the acceleration of stock compensation expense, as previously discussed. The increase in Corporate/Other SG&A expenses was also primarily due to the incremental compensation costs associated with the reinstatement of the employer matching contribution and the acceleration of stock compensation expense, noted above. The incremental SG&A expenses for transaction costs related to the TSG sale in the current year quarter and for maintenance expenses related to the Oracle ERP implementation in the prior year quarter also related to Corporate/Other.

Restructuring charges. In the first quarter of fiscal 2012, the Company announced restructuring actions, including the relocation of its corporate headquarters from Solon, Ohio to Alpharetta, Georgia, designed to better align corporate functions with the Company’s operating units and reduce costs following the sale of TSG. In addition, the Company announced that its President and Chief Executive Officer was stepping down to pursue other interests. These restructuring actions are expected to be mostly completed by March 31, 2012 and have impacted or will impact approximately 160 employees. The Company recorded $2.4 million in restructuring charges during the first three months of fiscal 2012, primarily comprised of severance and related benefits, with $0.2 million, $0.1 million, $0.1 million, and $2.0 million related to HSG, RSG, TSG, and Corporate/Other, respectively. The Company expects to incur between approximately $14.0 million and $16.0 million in additional restructuring charges for severance and related benefits, relocation, and facilities related to these restructuring actions during the remainder of fiscal 2012 and during the first quarter of fiscal 2013. As a result of taking these restructuring actions, the Company expects to realize between approximately $14.0 million and $16.0 million in cost savings, which are expected to be primarily realized during fiscal 2013.

The Company recorded a total of $0.4 million in additional restructuring charges during the first quarter of fiscal 2011, primarily comprised of non-cash settlement costs related to the payment of an obligation to a former executive under the Company’s SERP and other ongoing lease obligations. The Company has incurred charges totaling $42.0 million related to restructuring actions taken in fiscal 2009, and previously disclosed. These charges were comprised of $0.4 million, $0.8 million, and $40.8 million for the fiscal years ended March 31, 2011, 2010, and 2009, respectively. Approximately $23.5 million of these restructuring charges related to TSG, with the remaining $18.5 million related to Corporate/Other. The Company expects to incur minimal additional net restructuring charges related to the fiscal 2009 restructuring actions for non-cash settlement charges related to the expected payment of a SERP obligation to a former executive and for ongoing facility obligations. Additional information regarding the Company’s fiscal 2009 restructuring actions is included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011.

Other (Income) Expenses


	Three months ended June 30						(Unfavorable) favorable
(Dollars in thousands)	2011			2010			$			%
Other expenses (income):
Other expenses (income), net	$	138		$	(1,083	)	$	(1,221	)		(112.7	)%
Interest income		(33	)		(23	)		10			43.5	%
Interest expense		338			286			(52	)		(18.2	)%

Total other expenses (income), net	$	443		$	(820	)	$	(1,263	)		(154.0	)%

Other (income) expenses, net. The $0.1 million of other expenses in the first quarter of fiscal 2012 primarily represents losses recorded as a result of movements in foreign currencies relative to the U.S. dollar. During the first quarter of fiscal 2011, other income primarily represents a gain of $2.1 million recorded on the $2.2 million in proceeds received as a death benefit from certain Corporate-owned life insurance policies. These proceeds were partially offset by decreases in the cash surrender value of Corporate-owned life insurance policies of $0.9 million and losses incurred as a result of movements in foreign currencies relative to the U.S. dollar.

Interest income. Interest income remained relatively flat during the quarter ended June 30, 2011 compared with the same prior year quarter. In fiscal 2009, management changed to a more conservative investment strategy and continued to maintain this strategy through the first quarter of fiscal 2012.

Interest expense. Interest expense consists of costs associated with the Company’s Credit Facility, the amortization of deferred financing fees, interest expense on borrowings against certain Corporate-owned life insurance policies, and capital leases. Interest expense remained relatively flat quarter-over-quarter.

Income Taxes


	Three Months Ended June 30
	2011			2010
Effective income tax rate		17.8	%		(77.6	)%

Recently Adopted and Recently Issued Accounting Standards

A description of recently adopted and recently issued accounting pronouncements is included in Note 2 to Condensed Consolidated Financial Statements, which is included in Item 1 of this Quarterly Report on Form 10-Q. Management continually evaluates the potential impact, if any, on its financial position, results of operations, and cash flows, of all recent accounting pronouncements and, if significant, makes the appropriate disclosures. During the three months ended June 30, 2011, no material changes resulted from the adoption of recent accounting pronouncements.

Liquidity and Capital Resources

Overview

The Company’s operating cash requirements consist primarily of working capital needs, operating expenses, capital expenditures, and payments of principal and interest on indebtedness outstanding, which were primarily comprised of lease and rental obligations at June 30, 2011. The Company believes that cash flow from operating activities, cash on hand, and access to capital markets will provide adequate funds to meet its short-term and long-term liquidity requirements.

Prior to July 29, 2011, the Company maintained a $50.0 million asset-based revolving Credit Facility with Bank of America, N.A. (the “Lender”), which had the ability to be increased to $75.0 million by a $25.0 million “accordion feature” for borrowings and letters of credit, that was due to mature on May 5, 2012. The Company’s obligations under the Credit Facility were secured by significantly all of the Company’s assets. The Credit Facility contains mandatory repayment provisions, representations, warranties, and covenants customary for a secured credit facility of this type. The Company terminated the Credit Facility on July 29, 2011 in conjunction with the sale of TSG. Additional information with respect to the Credit Facility is contained in Note 13 to Condensed Consolidated Financial Statements titled, Subsequent Events , and in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

Except for letters of credit, the Company had no amounts outstanding under the Credit Facility as of June 30, 2011 and due to availability of eligible accounts receivable, $41.7 million was available for future borrowings. However, at June 30, 2011 and through the termination of the Credit Facility, the Company would have been limited to borrowing no more than $26.7 million under the Credit Facility in order to maintain compliance with the fixed charge coverage ratio as defined in the Credit Facility. Except as discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011, there were no changes to the Credit Facility since it was executed on May 5, 2009.

As of June 30, 2011 and March 31, 2011, the Company’s total debt was approximately $2.6 million and $2.7 million, respectively, comprised of capital lease obligations in both periods.

Additional information regarding the Company’s financing arrangements is included in its Annual Report for the fiscal year ended March 31, 2011.

As of June 30, 2011, 100% of the Company’s cash and cash equivalents were deposited in bank accounts. Therefore, the Company believes that credit risk is limited with respect to its cash and cash equivalents balances.

Cash Flow


	Three months ended June 30						Increase (decrease)
(Dollars in thousands)	2011			2010			Increase (decrease)
Net cash (used for) provided by continuing operations:
Operating activities	$	(21,234	)	$	(15,317	)	$	(5,917	)
Investing activities		(798	)		229			(1,027	)
Financing activities		(705	)		(289	)		(416	)
Effect of foreign currency fluctuations on cash		58			(191	)		249

Net (decrease) increase in cash and cash equivalents	$	(22,679	)	$	(15,568	)	$	(7,111	)

Cash flow (used for) provided by operating activities. The $21.2 million in cash used by operating activities during the three months ended June 30, 2011 consisted of a $4.8 million net loss, $6.8 million in non-cash adjustments to the net loss, and a negative $23.2 million of changes in operating assets and liabilities. Significant changes in operating assets and liabilities included a $6.7 million increase in accounts receivable, a $5.1 million increase in inventories, an $10.2 million decrease in accrued liabilities, and a $2.2 million decrease due to other changes in operating assets and liabilities, partially offset by a $1.0 million increase in accounts payable. The change in accounts receivable is reflective of an increase in the volume of sales that occurred in June 2011 (i.e., the last month of the fiscal quarter) compared with March 2011 and not due to the deterioration in the aging of the accounts receivable balances, as is evidenced by days’ sales outstanding remaining constant at 77 days from March 31, 2011 to June 30, 2011. The increases in accounts payable and in inventories were a result of the higher sales volume in June 2011 compared with March 2011 and several large orders that did not ship as of June 30, 2011. The decrease in accrued liabilities primarily related to payments of amounts accrued for incentive compensation and severance costs during the first quarter of fiscal 2012.

The $15.3 million in cash used by operating activities during the three months ended June 30, 2010 consisted of a $10.3 million loss from continuing operations, $7.5 million in non-cash adjustments to the loss from continuing operations, and a negative $12.6 million of changes in operating assets and liabilities. Significant changes in operating assets and liabilities included a $17.3 million increase in accounts receivable, an $11.4 million increase in inventories, and a $2.7 million decrease in accrued liabilities, partially offset by a $17.7 million increase in accounts payable and $1.1 million of other changes in operating assets and liabilities. The change in accounts receivable is reflective of an increase in the volume of sales that occurred in the last week of June 2010 (i.e., the last month of the fiscal quarter) compared to the last week of March 2010. The increase in accounts receivable in the prior year quarter was also related to the transition of invoicing to the Company’s new Oracle ERP platform, which was subsequently completed later in fiscal 2011. The increases in accounts payable and in inventories were a result of several large orders that did not ship as of June 30, 2010. The decrease in accrued liabilities primarily related to amounts paid during the first three months of fiscal 2011 with respect to restructuring actions taken in the prior year, including $2.5 million in cash paid to settle employee benefit plan obligations.

Cash flow (used for) provided by investing activities. The $0.8 million in cash used for investing activities during the three months ended June 30, 2011 primarily resulted from amounts used for the purchase of software, property, and equipment. The $0.2 million in cash provided by investing activities during the three months ended June 30, 2010 was primarily driven by the receipt of $2.2 million in proceeds as a redemption of certain corporate-owned life insurance policies, partially offset by additional investments in corporate-owned life insurance policies of $0.5 million and $1.5 million used for the purchase of property and equipment.

Cash flow used for financing activities. During the three months ended June 30, 2011, the Company used $0.7 million in cash for financing activities, which represented principal payments of $0.3 million on capital lease obligations and repurchases of Company shares of $0.4 million, which were used to satisfy employee tax withholding on the vesting or exercise of stock based compensation awards. The $0.3 million in cash used by the Company for financing activities during the first quarter of fiscal 2011 represented principal payments of $0.1 million on capital lease obligations and repurchases of Company shares of $0.2 million, which were used to satisfy employee tax withholding on the vesting or exercise of stock based compensation awards.

Contractual Obligations

Upon completion of the TSG divestiture, $310.0 million of the $330.0 million in minimum purchase commitments from a vendor was assumed by OnX. The remaining $20.0 million obligation will be retained by the Company and the Company expects to reach its commitment during fiscal 2012. There were no other significant changes to the Company’s contractual obligations as presented in its Annual Report for the year ended March 31, 2011.

Off-Balance Sheet Arrangements

The Company has not entered into any significant off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Policies

A detailed description of the Company’s significant accounting policies is included in the Company’s Annual Report for the year ended March 31, 2011. There have been no material changes in the Company’s significant accounting policies and estimates since March 31, 2011.

Forward-Looking Information

This Quarterly Report 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 Quarterly Report 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, unanticipated deterioration in economic and financial conditions in the United States and around the world or the consequences, consequences associated with the sale of the Company’s TSG business, and uncertainties regarding restructuring actions and the relocation of the Company’s corporate headquarters. 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 “Risk Factors,” which is included in Part I, Item 1A of the Company’s Annual Report for the fiscal year ended March 31, 2011.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting the Company, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in the Company’s Annual Report for the fiscal year ended March 31, 2011. There have been no material changes in the Company’s market risk exposures since March 31, 2011.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision of and with the participation of management, including the Interim Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as of the end of the period covered by this Quarterly Report. Based on that evaluation, including the assessment and input of management, the CEO and CFO concluded that, as of the end of the period covered by this Quarterly Report, the Company’s disclosure controls and procedures were effective.

Change in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the first three months of fiscal 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes in the risk factors included in our Annual Report for the fiscal year ended March 31, 2011 that may materially affect the Company’s business, results of operations, or financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits



3(a)		Amended Articles of Incorporation of Agilysys, Inc.

3(b)		Amended Code of Regulations, as amended, of Agilysys, Inc., which are incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed August 1, 2011 (File No. 000-05734).

*10(a)		Agilysys, Inc. 2011 Stock Incentive Plan, which is incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed June 28, 2011 (File No. 000-05734).

*10(b)		Agilysys, Inc. Annual Incentive Plan, which is incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed June 28, 2011 (File No. 000-05734).

31.1		Rule 13a-14(a)/15d-14(a) Certification of Interim President and Chief Executive Officer.

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101		The following materials from the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the quarters ended June 30, 2011 and 2010, (ii) Condensed Consolidated Balance Sheets at June 30, 2011 and March 31, 2011, (iii) Condensed Consolidated Statements of Cash Flows for the quarters ended June 30, 2011 and 2010, and (iv) Notes to Condensed Consolidated Financial Statements for the quarter ended June 30, 2011 tagged as blocks of text.

		In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

*	Denotes a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

AGILYSYS, INC.


Date: August 9, 2011		/s/ Henry R. Bond
		Henry R. Bond
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)

Exhibit 3(a)

CERTIFICATE OF ADOPTION

AMENDED ARTICLES OF INCORPORATION

PIONEER-STANDARD ELECTRONICS, INC.

Preston B. Heller ,Jr., President, and William X. Haase, Secretary of Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal office located at Cuyahoga County, Ohio, do hereby certify that a special meeting of the holders of the shares of said corporation entitling them to vote on the proposal to adopt Amended Articles of Incorporation as contained in the following resolution, was duly called for such purpose and held on the 17th day of April, 1970, at which meeting a quorum of such shareholders was present in person or by proxy and that by the affirmative vote of the holders of shares entitled under the Articles of Incorporation to exercise two-thirds of the voting power of the corporation on such proposal, the following resolution was adopted:

RESOLUTION

RESOLVED, that the following Amended Articles of Incorporation be, and the same hereby are, adopted to supersede the existing Articles of Incorporation as heretofore amended:

AMENDED ARTICLES OF INCORPORATION

PIONEER-STANDARD ELECTRONICS, INC.

FIRST. The name of the corporation is Pioneer-Standard Electronics, Inc.

SECOND. The place in the State of Ohio where the principal office of the corporation is to be located is the City of Cleveland, Cuyahoga County.

THIRD. The purposes of the corporation are as follows:

1. To manufacture, produce, process, purchase and sell as distributor, wholesaler, retailer, or otherwise, and to act as agent or broker in the buying, selling, leasing and otherwise dealing in electric, electronic, radio and television equipment, including without limitation of the foregoing, electrical and mechanical instruments, motors, parts, appliances, components and other similar devices and to do and perform all other acts as shall be necessary, incidental or otherwise related to the exercise of the foregoing purposes.

2. To carry on any other lawful business as from time to time determined by the Board of Directors.

3. To purchase, acquire, hold, mortgage, pledge, loan money upon, exchange, rent, sell and otherwise deal in personal property and real estate of every kind, character and description whatsoever and wheresoever situated, and any interest therein; in particular without limiting the generality of the foregoing, to acquire, hold, sell and otherwise deal in any part or all of the shares of stock, notes, bonds, debentures, or any other kind of security of any other corporation which is conducting a business similar to the business of this corporation or otherwise.

4. To apply for, obtain, purchase, take licenses in respect of, or otherwise acquire, and to hold, own, use, grant licenses in respect of, manufacture under, sell, assign, mortgage, pledge, or otherwise dispose of, any and all inventions, devices, processes, and any improvements and modifications thereof, and all Letters Patent of the United States or of any other country, state, territory or locality, and all rights connected therewith or pertaining thereto; any and all copyrights granted by the United States, or any other country, state, territory or locality, and any and all trademarks, trade names, trade symbols and

other indications of origin and ownership granted by or recognized under the laws of the United States or of any other country, state, territory or locality.

5. To acquire all or any part of the good will, rights, property and business of any corporation, association, partnership, firm, trustee, syndicate, combination, organization, or other entity or individual, domestic or foreign, hereto fore or hereafter engaged in any business similar to the business of the corporation, and to pay for the same in cash, or in shares or in obligations of the corporation, or otherwise, and to hold, utilize, enjoy and in any manner dispose of the whole or any part of the rights and property so acquired, and to conduct in the State of Ohio, or in any other state, territory, locality or country, the whole or any part of the business thus acquired, provided such business is not prohibited by the laws of the State of Ohio.

6. To have one or more offices or plants.

7. To do any one or more of the acts or things expressed in this Article Third, either as principal or as agent, for or through the operation or control of any other persons, firm, association, corporation or body politic.

8. In addition to the acts and things herein set forth, to do such other acts and things as are or may be permitted by the General Corporation Law of Ohio and any amendments which may be made thereto and such other acts and things as may be necessary, convenient or expedient to carry out and accomplish any or all of the foregoing purposes.

The foregoing paragraphs of this Article Third shall be construed as expressing independent purposes and powers, which shall not, except as otherwise expressly provided, be limited by reference to or inference from the provisions of any other paragraph; and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of said corporation and are in furtherance of and in addition to and not in limitation of the general powers conferred upon the corporation by the said General Corporation Law of Ohio.

FOURTH. The authorized number of shares of the corporation is One Million (1,000,000), all of which shall be common shares without par value.

FIFTH. The corporation, when authorized to do so by its Board of Directors, may purchase any of its outstanding shares at such price and upon such terms as may be agreed upon between the corporation and the selling shareholder or shareholders. Any such purchase may be made either in the open market or at private or public sale.

SIXTH. The holders of shares shall have no pre-emptive rights to purchase or to have offered to them for purchase any shares of the corporation.

SEVENTH. The Code of Regulations previously set forth in the Agreement of Consolidation contained in the Certificate of Consolidation filed in the office of the Secretary of the State of Ohio on February 4, 1963, has from time to time thereafter been amended by the shareholders in accordance with Section 1701.11 of the Ohio Revised Code. Such Code of Regulations as so amended is contained in the minutes of the proceedings of the shareholders of the corporation, and such regulations as so amended shall (until hereafter amended by the shareholders, or until new regulations are adopted by the shareholders)he the regulations for the government of the corporation, the conduct of its affairs and the management of its property.

EIGHTH. These Amended Articles of Incorporation supersede the existing Articles of Incorporation as heretofore amended.

IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names this 24th day of April, 1970.

/s/ Preston B. Heller, Jr.

President

/s/ William X. Haase

Secretary

CERTIFICATE OF ADOPTION

AMENDMENT TO AMENDED ARTICLES OF INCORPORATION

PIONEER-STANDARD ELECTRONICS, INC.

Preston B. Heller, Jr., President, and William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal office located in the County of Cuyahoga of the State of Ohio do hereby certify that an annual meeting of the holders of the Shares of said corporation entitling them to vote on the proposal to amend the Amended Articles of Incorporation thereof, as contained in the following resolution, was duly called and notice thereof was duly given, and that said meeting was held on the 28th day of June, 1973, at which meeting a quorum of such shareholders was present in person or by proxy and that by the affirmative vote of the holders of shares entitled under the Articles to exercise two-thirds of the voting power of the corporation on such proposal, following resolution to amend the Amended Articles was adopted:

RESOLUTION

RESOLVED, that article Fourth of the Amended Articles of Incorporation of this Corporation be and it hereby is amended so that it reads as follows:

“FOURTH: The authorized number of shares of the Corporation is 2,000,000, all of which shall be common shares without par value.”

/s/ Preston B. Heller, Jr.

President

/s/ William X. Haase

Secretary

CERTIFICATE OF ADOPTION

AMENDMENT TO AMENDED ARTICLES OF INCORPORATION

PIONEER-STANDARD ELECTRONICS, INC.

Preston B. Heller, Jr., President, and William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal office located in the County of Cuyahoga of the State of Ohio do hereby certify that an annual meeting of the holders of the shares of said corporation entitling them to vote on the proposal to amend the Amended Articles of Incorporation thereof, as contained in the following resolution, was duly called and notice thereof was duly given, and that said meeting was held on the 28th day of June, 1979, at which meeting a quorum of such shareholders was present in person or by proxy and that by the affirmative vote of the holders of shares entitled under the Articles to exercise two-thirds of the voting power of the corporation on such proposal, the following resolution to amend the Amended Articles was adopted:

RESOLUTION

RESOLVED, that Article Fourth of the Amended Articles of Incorporation of this Corporation be and it hereby is amended so that it reads as follows:

“FOURTH: The authorized number of shares of the Corporation is 5,000,000, all of which shall be common shares without par value.”

/s/ Preston B. Heller, Jr.

President

/s/ William X. Haase

Secretary

CERTIFICATE OF AMENDMENT

AMENDED ARTICLES OF INCORPORATION

PIONEER-STANDARD ELECTRONICS, INC.

Charter No. 317430

James L. Bayman, President, and John S. Zarka, Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on June 28, 1984, at which meeting a quorum of such Shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of said corporation, the following resolutions were adopted for the purpose of amending Article FOURTH of the Amended Articles of Incorporation of said corporation:

“RESOLVED, that Article FOURTH of the Company’s Amended Articles of Incorporation be amended to read in its entirety as follows:

FOURTH: The authorized number of shares of the corporation is Twenty Million (20,000,000) shares, all of which shall be Common Shares, without par value.’

BE IT FURTHER RESOLVED, That the President and the Secretary of the Company be and they are hereby authorized and directed to file promptly in the office of the Secretary of State of Ohio an appropriate Certificate of Amendment, and to take such other action as may be appropriate, in order to render effective the foregoing amendment and carry out the purposes of these resolutions.”

IN WITNESS WHEREOF, said James L. Bayman, President, and John S. Zarka, Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names this 28th day of June, 1984.

/s/ James L. Bayman

James L. Bayman,

President

/s/ John S. Zarka,

John S. Zarka,

Secretary,

CERTIFICATE OF AMENDMENT

AMENDED ARTICLES OF INCORPORATION

PIONEER-STANDARD ELECTRONICS, INC.

Charter No. 317430

James L. Bayman, President, and John S. Zarka, Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on June 27, 1985, at which meeting a quorum of such Shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of said corporation, the following resolutions were adopted for the purpose of adding a new Article SEVENTH to the Amended Articles of Incorporation of said corporation:

“RESOLVED, that a new Article SEVENTH be added to the Company’s Amended Articles of Incorporation to read in its entirety as follows:

‘SEVENTH.

A. A Business Combination (as hereinafter defined) shall be authorized and approved by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of the corporation entitled to vote generally in elections of Directors; provided, however, that the eighty percent (80%) voting requirement shall not be applicable if:

1. The Board of Directors of the corporation by affirmative vote, which shall include not less than a majority of the entire number of Continuing Directors (as hereinafter defined), (a) has approved in advance the acquisition of those outstanding shares of the corporation which caused the Interested Party (as hereinafter defined) to become an Interested Party or (b) has approved the Business Combination; or

2. The Business Combination is a merger or consolidation and the cash or Fair Market Value of other consideration to be received per share by holders of the common shares of the corporation in said merger or consolidation is not less than an amount equal to the sum of:

(a) the greatest of (i) the highest per share price, including commissions, paid by the Interested Party for any shares of the same class or series during the two-year period ending on the date of the most recent purchase by the Interested Party of any such shares, or (ii) the highest sales price reported for shares of the same class or series traded on a national securities exchange or in the over-the-counter market during the two-year period preceding the first public announcement of the proposed business transaction; plus

(b) interest on the per share price calculated at the rate of ten percent (10%) per annum, compounded annually from the date the Interested Party first became an Interested Party until the business combination is consummated, less the per share amount of cash dividends payable to holders of record on record dates in the interim up to the amount of such interest.

For purposes of this clause (2), per share amounts will be adjusted for any stock dividend, stock split or similar transaction.

B. For purposes of this Article Seventh:

1. The term “Business Combination” shall mean (a) any merger or consolidation of the corporation or a subsidiary of the corporation with or into an Interested Party, (b) any merger or consolidation of an Interested Party with or into the corporation or a subsidiary, (c) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) in which an Interested Party is involved, of any of the assets either of the corporation (including without limitation any voting securities of a subsidiary) or of a subsidiary having a Fair Market Value in excess of $2,000,000, (d) the adoption of

any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of any Interested Party, (e) the issuance or transfer (in one transaction or a series of transactions) by the corporation or a subsidiary of the corporation to an Interested Party of any securities of the corporation or such subsidiary, which securities have a Fair Market Value of $2,000,000 or more, or (f) any recapitalization, reclassification, merger or consolidation involving the corporation or a subsidiary of the corporation that would have the effect of increasing, directly or indirectly, the Interested Party’s voting power in the corporation or such subsidiary.

2. The term “Interested Party” shall mean and include (a) any individual, corporation, partnership, trust or other person or entity which, together with its “affiliates” and “associates” (as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on May 22, 1935) is or, with respect to a Business Combination, was within two years prior thereto a beneficial owner of shares aggregating ten percent (10%) or more of the aggregate voting power of any class of capital stock of the corporation entitled to vote generally in the election of Directors, and (b) any affiliate or associate of any such individual, corporation, partnership, trust or other person or entity. For the purposes of determining whether a person is an Interested Party, the number of shares deemed to be outstanding shall include shares which the Interested Party or any of its affiliates or associates has the right to acquire (whether immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants, or options, or otherwise, but shall not include any other shares which may be issuable to any other person.

3. The term “Continuing Director” shall mean a director who is not an affiliate of an Interested Party and who was a member of the Board of Directors of the corporation immediately prior to the time that the Interested Party

involved in a Business Combination became an Interested Party, and any successor to a Continuing Director who is not such an affiliate and who is nominated to succeed a Continuing Director by a majority of the Continuing Directors in office at the time of such nomination.

4. “Fair Market Value” shall mean the fair market value of the property in question as determined by a majority of the Continuing Directors in good faith.

C. The provisions of this Article Seventh shall be construed liberally to the end that the consideration paid to holders whose shares are acquired by an Interested Party in connection with a merger or consolidation shall not be less favorable than that paid to holders of such shares prior to such merger or consolidation. Nothing contained in this Article Seventh shall be construed to relieve any Interested Party from any fiduciary duties or obligations imposed by law.

D. Notwithstanding any other provision of the Amended Articles of Incorporation or the Amended Code of Regulations of the corporation and notwithstanding the fact that a lesser percentage may be specified by law, these Amended Articles of Incorporation or the Amended Code of Regulations of the corporation, the affirmative vote of the holders of not less than eighty percent (80%) of the then outstanding shares shall be required to amend, alter, change or repeal, or adopt any provisions inconsistent with, this Article Seventh; provided, however, that this paragraph D shall not apply to, and the eighty percent (80%) vote shall not be required for, any amendment, alteration, change or repeal recommended to the shareholders by the Board of Directors of the corporation if the recommendation has been approved by at least two-thirds of the Continuing Directors.

BE IT FURTHER RESOLVED, that current Article SEVENTH of the Company’s Amended Articles of Incorporation be redesignated as Article EIGHTH.

BE IT FURTHER RESOLVED, that the President and the Secretary of the Company be and they are hereby authorized and directed to file promptly in the Office of the Secretary of State of Ohio an appropriate Certificate of Amendment, and to take such other action as may be appropriate, in order to render effective the foregoing amendment and carry out the purposes of these resolutions.”

IN WITNESS WHEREOF, said James L. Bayman, President, and John S. Zarka, Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto Subscribed their names this 27th day of June, 1985.

/s/ James L. Bayman

James L. Bayman, President

/s/ John S. Zarka

John S. Zarka, Secretary

CERTIFICATE OF AMENDMENT

AMENDED ARTICLES OF INCORPORATION

PIONEER-STANDARD ELECTRONICS, INC.

Charter No, 317430

James L. Bayman, President, and John V. Goodger, Assistant Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on July 26, 1994, at which meeting a quorum of such Shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise at least two-thirds of the voting power of said corporation, the following resolutions were adopted for the purpose of amending Article FOURTH of the Amended Articles of Incorporation of said corporation:

RESOLVED, that Article FOURTH of the Amended Articles of Incorporation shall be deleted and replaced by the following:

“FOURTH: The authorized number of shares of the corporation is Forty Million (40,000,000) shares, all of which shall; be Common Shares, without par value.”

IN WITNESS WHEREOF, said James L. Bayman, president, and John V. Goodger, Assistant Secretary, of Pioneer- Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names this 28th day of July, 1994.

/s/ James L. Bayman

James L. Bayman, President

/s/ John V. Goodger, Assistant

John V. Goodger, Assistant Secretary

RECEIVED

AUG 1 1994

Bob Taft

Secretary of State

CERTIFICATE OF AMENDMENT

AMENDED ARTICLES OF INCORPORATION

PIONEER-STANDARD ELECTRONICS, INC.

Charter No. 317430

James L. Bayman, President, and John V. Goodger, Assistant Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on July 23, 1996, at which meeting a quorum of such Shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise at least two-thirds of the voting power of said corporation, the following resolutions were adopted for the purpose of amending Article FOURTH of the Amended Articles of Incorporation of said corporation:

RESOLVED, that Article FOURTH of the Amended Articles of Incorporation shall be deleted and replaced by the following:

“FOURTH: The authorized number of shares of the corporation is Eighty Million (80,000,000) shares, all of which shall be Common Shares, without par value.”

IN WITNESS WHEREOF, said James L. Bayman, President, and John V. Goodger, Assistant Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names this 29th day of July, 1996.

/s/ James L. Bayman

James L. Bayman, President

/s/ John V. Goodger

John V. Goodger, Assistant Secretary

CERTIFICATE OF AMENDMENT

AMENDED ARTICLES OF INCORPORATION

PIONEER-STANDARD ELECTRONICS, INC.

Charter No. 317430

William A. Papenbrock, Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, does hereby certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on July 29, 1997, at which meeting a quorum of such Shareholders was present in person or by proxy at all times, and that by the affirmative vote of the holders of shares entitling them to exercise at least two-thirds of the voting power of said corporation, the following resolution was adopted for the purpose of amending Article FOURTH of the Amended Articles of Incorporation of said corporation:

RESOLVED, that Article FOURTH of the Amended Articles of Incorporation shall be deleted and replaced by the following:

“FOURTH: The authorized number of shares of the Corporation is Eighty-Five Million (85,000,000) shares, of which Eighty Million (80,000,000) shall be Common Shares, without par value, and Five Million (5,000,000) shall be Serial Preferred Shares, without par value.

SUBDIVISION A

PROVISIONS APPLICABLE TO SERIAL PREFERRED SHARES

The Serial Preferred Shares may be issued, from time to time, in one or more series, with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereon, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such series as adopted by the Board of Directors. The Board of Directors, in such resolution or resolutions (a copy of which shall be filed and recorded as required by law), is also expressly authorized to fix:

(a) The distinctive serial designations and the division of such shares into series and the number of shares of a particular series, which may be increased or decreased, but not below the number of shares thereof then outstanding, by a certificate made, signed, filed and recorded as required by law;

(b) The annual dividend rate for the particular series, and the date or dates from which dividends on all shares of such series shall be cumulative, if dividends on shares of the particular series shall be cumulative;

(d) The right, if any, of the holders of a particular series to convert such shares into other classes of shares, and the terms and conditions of such conversions; and

(e) The obligation, if any, of the Corporation to purchase and retire and redeem shares of a particular series as a sinking fund or redemption or purchase account, the terms thereof and the redemption price or prices per share for such series redeemed pursuant to the sinking fund or redemption or purchase account.

All shares of any one series of Serial Preferred Shares shall be alike in every particular and all series shall rank equally and be identical in all respects except insofar as they may vary with respect to the matters which the Board of Directors is hereby expressly authorized to determine in the resolution or resolutions providing for the issuance of any series of the Serial Preferred Shares.

In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, then before any distribution or payment shall have been made to the holders of the Common Shares, the holders of the Serial Preferred Shares

of each series shall be entitled to be paid, or to have set apart in trust for payment, an amount from the net assets of the Corporation equal to that stated and expressed in the resolution or resolutions adopted by the Board of Directors which provide for the issuance of such series, respectively.

The remaining net assets of the Corporation shall be distributed solely among the holders of the Common Shares according to their respective shares.

The holders of Serial Preferred Shares shall be entitled to one vote for each Serial Preferred Share upon all matters presented to the shareholders, and, except as otherwise provided by these Amended Articles of Incorporation or required by law, the holders of Serial Preferred Shares and the holders of Common Shares shall vote together as one class on all matters. No adjustment of the voting rights of holders of Serial Preferred Shares shall be made in the event of an increase or decrease in the number of Common Shares authorized or issued or in the event of a stock split or combination of the Common Shares in the event of a stock dividend on any class of shares payable solely in Common Shares.

The affirmative vote of the holders of at least two-thirds of the Serial Preferred Shares at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of Serial Preferred Shares shall vote separately as a class, shall be necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of Serial Preferred Shares are concerned, such amendment may be adopted with such vote) which:

(i) changes issued Serial Preferred Shares of all series then outstanding into a lesser number of shares of the Corporation of the same class and series or into the same or a different number of shares of the Corporation of any other class or series; or

(ii) changes the express terms of the Serial Preferred Shares in any manner substantially prejudicial to the holders of all series thereof then outstanding; or

(iii) authorizes shares of any class, or any security convertible into shares of any class, or authorizes the conversion of any security into shares of any class, ranking prior to the Serial Preferred Shares; or

(iv) changes the express terms of issued shares of any class ranking prior to the Serial Preferred Shares in any manner substantially prejudicial to the holders of all series of Serial Preferred Shares then outstanding;

and the affirmative vote of the holders of at least two-thirds of the shares of each affected series of Serial Preferred Shares at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of each affected series of Serial

Preferred Shares shall vote separately as a series, shall he necessary to adopt any amendment to the Amended Articles of Incorporation (but so far as the holders of each such series of Serial Preferred Shares are concerned, such amendment may be adopted with such vote) which:

(i) changes issued Serial Preferred Shares of one or more but not all series then outstanding into a lesser number of shares of the Corporation of the same series or into the same or a different number of shares of the Corporation of any other class or series; or

(ii) changes the express terms of any series of the Serial Preferred Shares in any manner substantially prejudicial to the holders of one or more but not all series thereof then outstanding; or

(iii) changes the express terms of issued shares of any class ranking prior to the Serial Preferred Shares in any manner substantially prejudicial to the holders of one or more but not all series of Serial Preferred Shares then outstanding.

Whenever reference is made herein to shares “ranking prior to the Serial Preferred Shares,” such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Serial Preferred Shares; whenever reference is made to shares “on a parity with the Serial Preferred Shares,” such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof (i) neither as to the payment of dividends nor as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Serial Preferred Shares and (ii) either as to the payment of dividends or as to

distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation rank on an equality (except as to the amounts fixed therefor) with the rights of the holders of Serial Preferred Shares: and whenever reference is made to shares “ranking junior to the Serial Preferred Shares,” such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof both as to the payment of dividends and as to

distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are junior and subordinate to the rights of the holders of the Serial Preferred Shares.

SUBDIVISION B

PROVISIONS APPLICABLE TO COMMON SHARES

The Common Shares shall be subject to the express terms of the Serial Preferred Shares and of any series thereof. Each Common Share shall be equal to every other Common Share and the holders thereof shall have such rights as are provided by law and, except as otherwise provided herein or as required by law, shall be entitled to one vote for each share held by them upon all matters presented to shareholders.”

IN WITNESS WHEREOF, said William A. Papenbrock, Secretary of Pioneer-Standard Electronics, Inc., acting for and on behalf of said corporation, has hereunto subscribed his name this 1st day of August, 1997.

/s/ William A. Papenbrock

William A. Papenbrock, Secretary

DATE:

09/15/2003

DOCUMENT ID

200325800924

DESCRIPTION

DOMESTIC/

FILING

50.00

EXPED

100.00

PENALTY

.00

CERT

.00

COPY

.00

AMENDMENT TO ARTICLES

(AMD)

RECEIPT

This is not a bill. Please do not remit payment.

CALFEE HALTER, ESQ.

1650 FIFTH THIRD CENTER

21 E. STATE STREET

COLUMBUS, OH 43215

STATE OF OHIO

CERTIFICATE

OHIO SECRETARY OF STATE, J. KENNETH BLACKWELL

317430

It is hereby certified that the Secretary of State of Ohio has custody of the business records for

AGILYSYS, INC.

and, that said business records show the filing and recording of:


Document(s):		Document No(s):

DOMESTIC/AMENDMENT TO ARTICLES		200325800924

[SEAL]		Witness my hand and the seal of the
United States of America State of Ohio		Secretary of State at Columbus, Ohio this 15th day of September,
Office of the Secretary of State		A.D. 2003.

		J. Kenneth Blackwell Ohio Secretary of State

PRESCRIBED BY J.KENNETH BLACKWELL

OHIO Secretary of State

Central Ohio: (614) 466-3910

Toll Free: 1-877-SOS-FILE (1-877-767-3453)

[SEAL]

www.state.oh.us/sos

e-mail: busserv@sos state.oh us

Expedite this Form: (Select one)

Mall Form to one of the Following:

[R] Yes PO Box 1390

Columbus, OH 43216

“‘ Requires an additional fee of $100’”

PO Box 1028

¨ No Columbus, OH 43216

Certificate of Amendment by

Shareholders or Members

(Domestic)

Filing Fee $50 00

(CHECK-ONLY ONE (1) BOX)

(1) Domestic for
Profit

PLEASE READ
INSTRUCTIONS

(2) Domestic
Non-Profit

¨ Amended

(122-AMAP)

x Amendment

(125-AMDS)

¨ Amended

(126-AMAN)

¨ Amendment

(128-AMD)

Complete the general information In this section for the box checked above.


Name of Corporation		Pioneer-Standard Electronics, Inc.

Charter Number		317430

Name of Officer		Kathryn K. Vanderwist

Title		Assistant Secretary

¨ Please check if additional provisions attached

The above named Ohio corporation, does hereby certify that:

x A meeting of the amanded

x shareholders

¨ directors (non-profit

articles only)

¨	members was duly called and held on September 12, 2003

(Date)

at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise 82% as the voting power of the corporation.

¨ In a writing signed by all of the

(non-profit amended articles only)

¨ shareholders

¨ directors

¨	members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit

Clause applies if amended box Is checked.

Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all amendments thereto


		Page 1 of 2		Last Revised: May 2002

All of the following information must be completed If an amended box is checked.

If an amendment box Is checked, complete the areas that apply.


FIRST:		The name of the corporation Is: Agilysys, Inc.

SECOND:		The place in the State of Ohio where its principal office is located in the city of:


(City, village or township)				(County)

THIRD: The purposes of the corporation are as follows:


FOURTH:		The number of shares which the corporation is authorized to have outstanding is:
		(Does not apply to box (2))


REQUIRED	Kathryn K.Vanderwist	SEPT. 12, 2003
Must be authenticated	Authorized Representative	Date
(signed) by an authorized representative (See Instructions)	Kathryn K.Vanderwist, Assistant Secretary
	(Print Name)



	[ ] Authorized Representative	[ ] Date

	(Print Name)


		Page 2 Of 2		Last Revised: May 2002

DATE:

DOCUMENT ID

DESCRIPTION

FILING

EXPED

PENALTY

CERT

COPY

07/28/2011

201120900162

DOMESTIC/AMENDMENT TO

ARTICLES (AMD)

50.00

300.00

.00

5.00

Receipt

This is not a bill. Please do not remit payment.

THOMPSON HINE LLP

CAROL R. RUSSELL, PARALEGAL

41 S HIGH STREET, SUITE 1700

COLUMBUS, OH 43215


STATE OF OHIO CERTIFICATE Ohio Secretary of State, Jon Husted 317430 It is hereby certified that the Secretary of State of Ohio has custody of the business records for AGILYSYS, INC. and, that said business records show the filing and recording of:
Document(s)				Document No(s):
DOMESTIC/AMENDMENT TO ARTICLES				201120900162

				Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 28th day of July, A.D. 2011. Ohio Secretary of State
United States of America State of Ohio Office of the Secretary of State


	Prescribed by:	Expedite this Form: (Select One)
	The Ohio Secretary of State	Mail Form to one of the Following:
	Central Ohio: (614) 466-3910	Yes	PO Box 1390 Columbus, OH 43216
	Toll Free: 1-877-SOS-FILE (1-877-767-3453)	Yes	PO Box 1390 Columbus, OH 43216
		* Requires an additional fee of $100 *

www.sos.state.oh.us e-mail: busserv@sos.state.oh.us		No	PO Box 1329 Columbus, OH 43216

Certificate of Amendment by

Shareholders or Members

(Domestic)

Filing Fee $50.00

(CHECK ONLY ONE (1) BOX)

(1) Domestic for Profit

PLEASE READ INSTRUCTIONS

(2) Domestic Nonprofit

¨ Amended

þ Amendment

¨ Amended

¨ Amendment

(122-AMAP)

(125-AMDS)

(126-AMAN)

(128-AMD)


Complete the general information in this section for the box checked above.

Name of Corporation	Agilysys, Inc.

Charter Number	317430

Name of Officer	Kathleen A. Weigand

Title	General Counsel, Secretary and SVP-HR

þ Please check if additional provisions attached. See attached amendment to delete Article EIGHTH in its entirety.

The above named Ohio corporation, does hereby certify that:

þ A meeting of the	¨ shareholders	þ directors ( *nonprofit only)*

¨ members was duly called and held on July 28, 2011
	(Date)

at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise 80.35 % as the voting power of the corporation.

¨ In a writing signed by all of the ¨ shareholders ¨ directors *(nonprofit amended articles only)*
¨ members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit.


Clause applies if amended box is checked.

Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all amendments thereto.

Page 1 of 2


All of the following information must be completed if an amended box is checked.
If an amendment box is checked, complete the areas that apply.

FIRST:	The name of the corporation is:

SECOND:	The place in the State of Ohio where its principal office is located is in the City of:

	(city, village or township)	(county)

THIRD:	The purposes of the corporation are as follows:









FOURTH:	The number of shares which the corporation is authorized to have outstanding is:
(Does not apply to box (2))


REQUIRED
Must be authenticated (signed) by an authorized representative	/s/ Kathleen A. Weigand	July 28, 2011
	Authorized Representative	Date

(See Instructions)	Kathleen A. Weigand
	(Print Name)
	General Counsel, Secretary and SVP-HR






	Authorized Representative	Date


	(Print Name)

Page 2 of 2

Provision:

That the current Article EIGHTH of the Amended Articles of Incorporation of Agilysys, Inc. filed on September 12, 2003 be deleted in its entirety.

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, James H. Dennedy, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Agilysys, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 9, 2011


By:		/s/ James H. Dennedy
		James H. Dennedy
		Interim President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Henry R. Bond, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Agilysys, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 9, 2011


By:		/s/ Henry R. Bond
		Henry R. Bond
		Senior Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION

I, James H. Dennedy, Interim President and Chief Executive Officer of Agilysys, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to my knowledge:

1.	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 9, 2011


By:		/s/ James H. Dennedy
		James H. Dennedy
		Interim President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION

I, Henry R. Bond, Senior Vice President and Chief Financial Officer of Agilysys, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to my knowledge:

1.	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 9, 2011


By:		/s/ Henry R. Bond
		Henry R. Bond
		Senior Vice President and Chief Financial Officer