James H. Dennedy – President and Chief Executive Officer Robert R.

Ellis – Senior Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer

Brian D. Kinstlinger – Sidoti & Co.

Robert G. Moses – RGM Capital LLC

Thank you, Nancy, and good afternoon everyone. We appreciate you’re joining us on the call today to review our unaudited fiscal 2013 third quarter financial results.

With me today is our Chief Financial Officer and Chief Operating Officer, Rob Ellis. Before we get started just a quick reminder that we once again will be using a slide presentation to accompany this call, you can access it on the events and presentation portion of the investor relation section of our website at www.agilysys.com.

In addition, I would like to remind everyone that I will be discussing some non-GAAP metrics on today’s call primarily adjusted operating income and adjusted net income which eliminates the effect of restructuring and other items that are either non-cash or non-recurring. Reconciliations to GAAP metrics are provided at the end of the accompanying presentation as well as in the financials of the press release issued earlier today.

Within the last 18 months, we made a strategic decision to shift the Company’s focus to three key areas: one, investing in and delivering products and services that offer our customers an immediate, clear and ongoing value proposition that help them more efficiently manage and grow their businesses; two, pursuing business lines that can expand our relationships with our customers while improving the overall quality of the revenue mix we earn, and three, achieving a greater degree of efficiency within the business across all functional disciplines. While we didn’t expect this shift in strategy to immediately evident in our results, we feel the Company has reached an important inflection point, with the results from our third quarter and through the first nine months of fiscal 2013 support.

We believe we are well-positioned to achieve consistent improvements in our operating results, driven by both margin enhancements through higher recurring revenue and improved operational efficiencies. Overall, our third quarter operating results reflect the early success we are having with the key tenants of our strategy.

Total net revenue rose 30% to $67.2 million from $51.6 million in the prior-year period led by a 56% increase in product sales, and consistent mid single-digit growth in our support, maintenance and subscription revenues. Gross profit was $23.4 million, an increase of 18% over the same period last year.

Total gross margin was 35%, below the gross margin of 39% in the prior year period, primarily reflecting a shift in our revenue mix during the quarter as a result of some large, lower margin remarketed product sales. Moving down to income statement, we reported a GAAP operating income of $111,000 compared to an operating loss of $7 million in the same period last year.

Excluding one-time restructuring charge of $4.6 million, the operating loss in the year-ago period would have been approximately $2.4 million. On an adjusted basis where we exclude stock-based compensation, amortization of intangibles and other one-time item, we saw a year-over-year improvement of $3.3 million to $2.1 million in adjusted operating income for the quarter from a loss of $1.2 million a year ago.

Adjusted net income was $1.7 million or $0.08 per diluted share in the quarter, compared to an adjusted net loss of $1.4 million or $0.06 per share last year. I’m encouraged by the progress reflected in our financial results.

in addition, over the past 18 months, we improved many of our day-to-day customer supporting processes in the business. It strengthens our senior management team to hire an experienced executive with a track record of accomplishments and invested in our research and development activity to advance innovation, improve our quality and open new market opportunities.

The hard work by our team has been instrumental in allowing Agilysys to deliver the significantly improved financial results in our fiscal 2013 third quarter and through the first nine months of the year. We have established a strong foundation and expect to use our current momentum and to remain focused on pursuing high return on invested capital activities, which we believe will create increased value for our shareholders.

At this point, I would turn the call over to Rob for review of the segments, balance sheet and cash flow. Rob?

Thanks, Jim and good afternoon everyone. Our hospitality segment revenue increased 30% or $6.5 million to $28.2 million with growth across all of our revenue streams.

Products revenue increased by 85% to $12.3 million in the quarter, primarily driven by a couple of large remarketed product sales. Our professional services revenue increased 23% and support maintenance and subscription services increased 2% in the quarter.

Due to the higher mix of remarketed product sales, we experienced a 700 basis point decline in margins resulting in a gross profit margin of 57% for the quarter compared to 64% in the same period last year. Hospitality GAAP operating income was $4 million in the fiscal 2013 third quarter, an increase from operating income of $1.9 million for the same period in the prior year.

Adjusted operating income also grew from $2.3 million to $4.4 million. Moving to our retail segment, total revenue grew 31% year-over-year to $39 million, primarily due to a 46% increase in product sales to $28 million, which was driven by a large sale of hardware during the quarter.

Our support, maintenance, and subscription services revenue increased 15%, while our professional services revenue declined 14% due to a development project that occurred in the third quarter of fiscal 2012, and which did not repeat in 2013. Gross profit margins contracted approximately 130 basis points to 19% year-over-year, due to the mix between remarketed products and professional services.

Retail GAAP operating income and adjusted operating income of $3 million for the quarter compares favorably to $1.4 million and $1.5 million reported in the third quarter of fiscal 2012. Moving on to corporate operating expenses, the reported operated expense from our corporate segment was $6.2 million, an improvement from the $10.4 million of operating expense, we had in fiscal 2012.

Adjusted operating expenses were $5.4 million compared with $5 million of operating expenses in the previous year. Consolidated operating expenses, excluding stock-based compensation increased 1% over the third of fiscal 2012.

Product development costs drove this increase along with our continued investment in resources to enhance our existing products, end the year with phase development of our future platforms. Looking at our balance sheet, we are pleased with our ability to maintain a healthy and liquid cash position of approximately $80 million with no debt.

I also want to mention that we have an asset of approximately $170 million in federal net operating losses, which has a full valuation allowances against it at this time. These net operating losses will result in our cash tax rate being in the low to mid single digits for the foreseeable future.

Turning to our cash flow, excluding approximately $6.3 million in retirement related payments as well as $6.6 million in cash expenses related to overall restructuring costs. We generated negative adjusted operating cash flow of $4.6 million for the first nine months of the year.

However in the third quarter, we generated a positive $5 million and adjusted cash flow from operations. Due to the timing of our annual support invoicing cash flows are strongest in the third and fourth quarters, enabling us to remain on track with our previously stated goal to generate adjusted cash flow from operations in the mid single digits during the current fiscal year.

The execution of our strategy during the first nine months of fiscal 2013 has resulted in positive financial and operational results. Total net revenue increased $16.2 million or 10% to $173.1 million compared to $156.9 million in the prior year period.

Product revenue grew 11%, professional services grew 16%, and our recurring revenue stream of support, maintenance, and subscription services grew 7%. GAAP operating loss for the nine months of fiscal 2013 was $1.3 million compared to a GAAP operating loss of $21.2 million in the fiscal 2012.

On an adjusted basis, which excludes restructuring and other one-time charges, operating income improved significantly to $4.3 million from a loss of $4.4 million, a year ago. Adjusted net income improved $9.6 million to $3.8 million or $0.17 per diluted share from a loss of $5.8 million or a loss of $0.26 per diluted share in the prior year, an improvement of $0.43 per share.

Moving to our outlook for fiscal 2013, reflecting the year-to-date results and our increased visibility for the remainder of the year, we are raising the fiscal 2013 guidance range as we provided on our last conference call. Fiscal 2013 consolidated revenue is now expected to be in the range of $230 million to $232 million compared to the prior forecasts of $208 million to $211 million.

In addition we are raising our guidance for fiscal 2013 adjusted operating income to a range of $6 million to $6.5 million from the prior expectation of $3.5 million to $4.5 million. As a reminder we recorded revenue of $209 million and an adjusted operating loss of $7 million in fiscal 2012.

Full year adjusted net income per share is now anticipated to improve to a range of $0.24 to $0.26 per share from the $0.39 loss recorded in fiscal 2012. Our current guidance reflects year-over-year organic revenue growth of approximately 10% resulting in adjusted operating income improving by approximately $40 million, and adjusted earnings improving by approximately $0.65 per share.

With that I would now like to turn the call back to Jim for an update on the business, after which we’ll open up the call to your questions, Jim.

Thanks Rob. Before opening the line for questions, I would like to review some highlights on the quarter.

During the quarter Hotel 1000 in Seattle, a property owned and managed by Benchmark Hospitality International installed an Agilysys point-of-sale system to streamline food and beverage operations at its 120-room Seattle based property. Yale University among the most prestigious universities in the world purchased our InfoGenesis point-of-sale and Eatec Solutions to help them more efficiently manage all of their food outlets.

In the gaming segment, a market in which we are the leading supplier point-of-sale services, we continue to see success as reflected in the recent deals with Miami Tribe Casino in Miami, Oklahoma, Northern Winz Casino in Box Elder, Montana. Both properties purchased our InfoGenesis point-of-sale systems including kitchen video, and player tracking set up, and the Visual One, the property management solutions.

Additionally, Indigo Sky Casino & Hotel in Wyandotte Oklahoma selected a suite of software from Agilysys including our logging management systems, InfoGenesis point-of-sale and extract more inventory and procurement systems to help mange its property and deliver exceptional guest service. We continue to expand on the international front as well, during the quarter we saw increased business with the Mandarin Oriental Hotel Group, a long standing Agilysys’ customer.

And also close on a deal with Bloomberry Solaire Resort & Casino in the Philippines, with the purchase of our data management suite for document management solutions. We wish to thank all our customers for their continued support of our business, and the confidence they have in our team to deliver for them.

In summary, we remain committed to our business plans and are confident in the ability of our talented teams to execute on our growth strategies and deliver long term success. I will now turn the call over to the operator for questions, Nancy?

Anyway good afternoon guys, how are you?

Good afternoon, Brian, great. Brian, how are you?

Good, so the drivers of revenue growth where, I wouldn’t say all but largely, product driven, so a couple questions around that, first of all, does that lead to support and services work in the coming months or quarters, and maybe tell us, what was being sold and what end markets specifically were they in?

Brian, the answer to the first part of your question is yes, generally the purchases of remarketed products or products results and subsequent period where we’ll experience increase revenues from services and other software services. And with regards to the segments, there were large transactions and the gaming segment and the hospitality and then the grocery segment within the retail business.

And so what point do you expect to see the, and this is a quite big quarter and this is always your seasonally strongest quarter, but some of that goes away, given TSG has gone, so at what point or where we see a pickup in services and maintenance related to this quarter, that a year from now, did it take to happen or is it a quarter from now?

I think in the hospitality segment you will see a modest increase in our fourth quarter, but most of the work you will see evident in our first quarter of fiscal ‘14 and the retail segment almost all of subsequent follow on services would be realized starting in the first quarter and throughout the remainder of fiscal ‘14.

Great, and then when you came on Board, one of the major points you made is you have this large customer base, but very few of them use multiple titles of your software, is the selling into the existing base playing out yet and can you qualify or quantify this in anyway?

It is playing out in terms of how to qualify it, and the majority of our deals in any particular quarter, since I’ve been in the role of CEO have largely come from the installed base. And in any particular quarter or adding anywhere between 30 to 50 additional net new customers.

So the majority of the revenues that we’re realizing within hospitality in particular come from the installed base, and most of those sales have come from exposing our current installed base to other products that we offer.

I’d add to that Brian that we have in hospitality, we have 3,500 customers and less than a third had more than one of our products in there, so there is still a lot of leg room there for us to up sell and have some more revenue growth there.

Okay and then thank you. And then somewhat little shock the subscriptions growth, hasn’t picked up a little bit, I mean in past quarters you’ve talked about some really high or at least much higher than the growth rate of revenue obviously in bookings, and obviously that take some time given the subscriptions to it later on, but 6% year-over-year strikes me is a little bit low given how strong bookings have been.

so maybe, have bookings slowed? Maybe give us some numbers there.

And then when d o we expect that to maybe mere or what happened in bookings?

Yeah. Brian, it’s a little bit of a change we have with one of our larger customers.

we had a couple of contract renewals with this customer, and in order to reduce their third-party support fees and services, we actually change providers with them and that actually lowered the price a bit, which is negatively impacted the recurring revenue. The good part here is, we’ve been able to retain that customer, because we’ve been able to work with our vendors on doing that.

That has significantly impacted especially in the hospitality side, the year-over-year growth numbers. Overall, the retail numbers, double-digits recurring revenue increases about what we expected, we would – after we get through this next four quarters or so related to this change and third-party vendors for this large customer, and the fact that we are still selling the ASP model, and so forth out there and still having some lights on the subscription base model.

We wouldn’t still anticipate this to go up, obviously into the, to the high single-digits, but for the next couple of quarters, specifically in hospitality, because of that change we’re going to see some hard, it’s going to be hard to get above the 5% or above range for hospitality.

So our third-party vendors for what specifically are we talking about, I’m confused about that?

In any recurring revenue services contract, Brian, there is a bundle of services that we sell most of which are provided by Agilysys and some of which are provided by our partners that we contract with to comprise the entire solution, and in this particular contract renewal or series of contract renewals with this customer, this customer elected to discontinue certain services that we’re reselling or remarketing.

I see.

That resulted in a lower overall price and a lower overall composition of services that we’re providing on a recurring basis with this customer.

Got it, I get that. We haven’t heard about a little bit is, you scrapped at 360, you’re developing a new all inclusive property management system, give us, how that’s coming along, and tell us who you’re going to be selling that initially into, and then long-term into, and then finally, what do you think the market sizes of that?

The market sizing question is, pretty broad. What we can tell you is that the long-term vision for the commissioning of this product was eventually a replacement or a superseding product to what we sell today to the markets we service.

So if you think about the property management, where we’re successful today, it’s in gaming, both corporate and travel gaming, and then hotels and resorts. The hotel and resort segments that we sell to and the gaming one is across-the-board.

So the hotel and resort segments that we primarily have been successful and they have been large resorts, and then more boutique or collections of our boutique properties in the hotel space. As we continue to make progress with the NexGen platform application, we believe that early releases of this platform application will open up new market opportunities at lower end properties in the core hotel space.

Overtime, as we graft on additional capabilities to the platform, they will have a comparable feature set and a comparable interface library to that, which you would see in Visual One or in LMS. Now we have also planned for two events: one, we have to have an event of transition for those installed customers that we have touched that when they graft on to the new platform, it doesn’t feel like they’re ripping out and replacing something.

We have to have a very smooth consumption path and migration path. but also we have to have a very smooth consumption and migration path to pull them away from competing products.

We think the cloud-based approach to this where they can start consuming PMS type services from the cloud from Agilysys is the best way to go, because they could start consuming portions of their PMS operations piece-by-piece as they move over. We would expect to be a private data around this time next year for the basic PMS operations, and be in a more public data towards the start of our first fiscal quarter in fiscal 2015.

Thanks. Great detail, I’m curious, if you ever to – I’d realize our market size is very difficult, but you were to solely replace that cloud-based solution into your installed base, which you’re talking about the, just the gaming and then the large resource.

what kind of opportunity is that for you guys? Can you size that?

I think, Rob, addressed some of the total addressable market sizing in some material that we presented earlier this year. we’d file that with the SEC, I’d have to go back if I want to give you a specific number, Brian, I have to go back to that material, and get a specific number for you, but I can certainly follow-up with you afterwards.

Okay, that would be great.

and then the ranges that Rob, had in there was an addressable market in terms of annual spend or somewhere between, somewhere right around $1.8 billion worldwide.

Of your customer base.

For the markets that we serve today.

I got it. Okay.

Not the markets that we think may be more available to us for these modifications we are making to the NexGen perform or the NexGen platform will have an ability for us to address a broader market segment sooner than waiting to just address the market segments that we address today.

Okay. And then on the retail side of your business, you’re trying, from what I understood obviously to be kind of a little bit value add there, and one of the obvious press releases you had is with the handheld mobile checkout software that you’re building in, you got I think one or two large customers or decent sized customers.

has there been any more success there? And what is the opportunity to think there over the next year or two for you, I mean is it a large pipelines or is there too much competition there?

Well, you can look at the market at a ton of competition for people targeting the retail segment or the retail market trying to make payment and transaction processing easier for their customers. Our particular strategy has been to build the a middle-ware component that sits the top of an installed point-of-sale system that the retail, particularly the specialty retail segment already uses, and we have developed endpoint software for the handheld or whether it’s an iOS device or an android device that we could quickly install and stand up, we’d say a it’s prototype operation to enable mobile point-of-sale or mobile associates in the store.

That particular solution today has enabled over a partners point-of-sale solution, and this partner we have been working very closely with but not only hard net solution to make it go beyond a real innovation, and to an actual hardened product that they could remarket, and sell into that installed base. And the success we’ve been having with the press releases we made, we feel pretty confident that that business is going to be able to lift the amount of software and services we provide in that particular line of business in fiscal 2014.

And again, it’s a very nascent revenue line for us. So, even if we made a significant effort and doubled it, you’re certainly talking about maybe 2%, 1% or 2% of total revenues for that business segment.

Okay. And then last question I’ve got is, in the calendar ‘13, which I know, you are a calendar company, but would you say the biggest opportunity, why you’re developing some of these things, especially NexGen, how would you see the biggest growth opportunity for you?

Is it market specific? Is it product specific and what would that be?

The biggest opportunity for us still exists within our installed base, and as Rob indicated the degree to which the current installed base utilizes more than one product from Agilysys.

And taking the external sales resources, the outside sale force and putting more incentive and focusing them on getting net new customers to open up some of the new segments who want to address. So I think that management approach to taking the product that we currently have and the improvements we have made not only in the future set, but the quality and the integration between will open up not only more opportunity in the installed base, but makes us a lot more appealing to other segments that we haven’t participated and as much as we wanted to.

And taking the external sales resources, the outside sale force and putting more incentive and focusing them on getting net new customers to open up some of the new segments who want to address. So I think that management approach to taking the product that we currently have and the improvements we have made not only in the future set, but the quality and the integration between will open up not only more opportunity in the installed base, but makes us a lot more appealing to other segments that we haven’t participated and as much as we wanted to.

Great thank you so much for answering all my questions.

Thank you.

Good evening just a couple of questions first just a clarification, I think you mentioned kind of an adjusted basis about a negative I think $4.6 million in cash from ops, but you expect it to be somewhere in mid single digits, does that imply roughly somewhere around the $10 million, or so cash from ops adjusted in the fourth quarter or am I do the math wrong there.

Yeah that’s correct Rob, we are anticipating pretty big uplift in our cash flow from operations in Q4 a lot of that has to deal with the annual support maintenance billings that went out at the end of this Q3, that will be regarding the cash in here in the next not already in the next couple of months.

Okay, that makes sense. second thing it probably make sense you did not factor in your guidance both the opportunistic to remarket a deals, lots of hardware deal and just maybe talk about opportunities and other focuses on recurring revenue, but clearly this helps recurring revenue.

Were these just kind of Bloomberg type opportunities, or where they are things that you just didn’t want to make in your guidance, just trying to understand how opportunistic versus how well known they were.

Rob if you follow the company I know you do in June of last year when we issued full year guidance, we indicated nominally flat year-over-year revenue guidance and indicated $3.5 million to $4.5 million of adjusted operating income and part of the explanting of the discussion we have with investors during that call was the outward movement of a project a very large project that we had in our pipeline that we expected to be fully deployed during our fiscal 2013. We indicated that project had been moved out and had not gone from the pipeline but in fact have been moved out.

To work with our partners and a customer I have to really give a lot of appreciation and for the hard work that went in between our partners Toshiba and ScanSource, our customer in our internal team both the folks on the projects, the sales organization, our finance and accounting and legal teams. We are able to come up with not only in business case, but an agreement where it makes sense for them to invest in the assets for the big projects in our fiscal 2013, and advance of the rollout of this project and deployment that will occur, primarily in our fiscal 2014.

So there wasn’t a blooper, there wasn’t some halo from the sky that drop on it. It was planned; we had indicated that it moved out and through the work of all of the people involved and the organizations involved.

We’re able to make the business case; we’re investing it in our fiscal 2013 made sense for everybody.

Okay, thanks for the clarification. And then just lastly, you touched a little bit on the account management and really the sales force side, but if I heard you correctly, you feel from there’s some reshuffling and maybe account reallocation, but if you think about the NexGen product specifically.

I think you said private data in about a year, and maybe more public in year and a half or so. Do you think that the sales force in terms of, will it remain stagnant, will it grow, assume that we’ll have a lot to deal with, how much interest we’re getting in the product?

Just talk a little about the sales force, because I think there was a little bit of a turnover, was it not over the last 12, 18 months and where to stay and where it needs to be just qualitatively?

We had very modest turnover in the sales staff over the last 12 to 18 months. most of the sales staff, particularly the outside sales folks that we have when I assumed the role to CEO, for the most part, we still have those folks, on a net basis, the number of quota carrying outside sales folks has remained relatively static over the last 12 to 18 months.

What I think you may be hearing from us and we’re trying to convey, is that the work streams that they address versus the work streams that a more focused account management and inside sales force may address, may change over the next 12 to 15 months where the account management teams particularly for our large accounts, and our inside sales teams will be more responsible for and have a greater incentive to speak with our customers about more of the offering that we have than what they’ve been exposed to thus far, and focus more of our outside sales resources on opening up net new customers and net new segment.

Makes sense, thank you very much.

Thanks.

Thank you, Nancy. With the results we’ve achieved in the third quarter through the first nine months of our fiscal year and based on our visibility, I am optimistic about the opportunities ahead.

This optimism is further supported by the substantial liquidity we have in the balance sheet to fund growth and investment initiatives. We are successfully executing against the comprehensive product roadmap that addresses both current and long-term opportunities, not only with our customers in the markets we currently serve, but also to expand a total addressable market we can serve to position Agilysys as the leader of innovation and service quality in our industry.

I want to express my sincere appreciation to our customers, for their confidence in us to deliver the solutions that address their needs. I also want to thank the entire Agilysys team; its dedication and skill serve as the foundation for our success.

Thank you for your time today, and we look forward to our next opportunity to speak with you.