Welcome to the Agilysys Fiscal Fourth Quarter 2012 Conference Call. Some statements made on today's call will be predictive and are intended to be made as forward looking within the Safe Harbor protections of the Private Securities Litigation Reform Act of 1995. Although the company believes that its forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause results to differ materially. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the company's reports on Form 10-K and 10-Q and news releases filed with the Securities and Exchange Commission. Today's live broadcast will be archived and available on Agilysys' website. During today's call all participants will be in a listen-only mode. [Operator Instructions] After today's presentation there will be an opportunity to ask questions. [Operator Instructions] This conference is being recorded. At this time, I'd like to introduce your host for today's call Agilysys’ President and CEO, Jim Dennedy. Please go ahead, sir.

Thank you, Laura. Good afternoon and thank you for joining today's call to review our unaudited fiscal 2012 fourth quarter results. Joining me today is our Chief Financial Officer Rob Ellis. Before we get started, I would like to remind our call participants that, as usual we'll be using a slide presentation as the basis for this review. And if they have not already done so, they can access the slide deck from the Investor Relations section of our Website at www.agilysys.com. Also during today’s discussion, we will be discussing non-GAAP financial data, including adjusted EBITDA, adjusted operating results and adjusted cash flows from continuing operations. Given the strategic transformation and restricting action, we are adjusting certain items and presenting this information to enhance transparency and help communicate the relevant metrics by which we manage the business. All reconciliations to GAAP are provided at the end of this presentation as well as in the press release that was issued this afternoon. As we announced this afternoon, starting today and going forward we will segment our revenue and cost of goods sold into three categories. Products, which includes Agilysys developed software products, remarketed hardware and remarketed software. Support, which comprise annual renewable maintenance and recurring subscription services and professional services. This is project based revenue such as installation and other one-time assignments. As we shift the company's focus towards relatively higher quality and longer term relationships with our customers, we expect revenue from support and professional services to grow faster than products revenue. While support and professional services combined for 52% of fourth quarter revenue, they accounted for 76% of our gross profit during the period. On a consolidated basis, revenue from continuing operations increased 11% during the fourth quarter to $52 million from last year's $47 million. We generated increases…

Thanks, Jim, and good afternoon everyone. As Jim mentioned, in order to provide more visibility and clarity to the company's financial results, we've begun to report our revenue and cost of goods sold in to three categories. Products, support, maintenance and subscription services and professional services. We've also begun to split our recurring operating expenses into three categories, product development, sales and marketing and general and administrative expense. This additional detail can be found in the income statements included in the press release and on our financial statements moving forward. In addition we will begin talking about adjusted operating income, adjusted net income and adjusted earnings per share which excludes acquired intangible amortization, stock based compensation, restructuring charges and other one-time charges by utilizing our cash tax rate and determining adjusted net income. This in essence accounts for our normal operating results and is more in line with how our other companies in our space report their financial results on a non-GAAP basis. Moving to our hospitality business segment, while we saw substantial growth of 9% in our support, maintenance and recurring subscription services revenue and 24% growth in our professional services revenue, our products revenue declined 37%. This equated to a hospitality revenue decline of 9% during the quarter. This is solely due to our focus in selling higher margin traditional proprietary products and the movement from a traditional licensed revenue model to a subscription based revenue model. This movement to a more subscription based revenue model can be seen through our hospitality bookings for the quarter which grew more than 20% year-over-year, while our subscription based revenue made up over 20% of the bookings in the fourth quarter of 2012 compared to approximately 10% for the same period in 2011 essentially more than doubling our subscription based bookings.…

Thanks, Rob. Now that the restructuring is largely complete, we are excited about the opportunities before us as we focus on enhancing our solutions portfolio and growing the most valuable components of our business. We are continuing to attract new customers and grow with existing ones. Landry's, a long time Agilysys customer is a premier restaurant, hospitality, entertainment and gaming company and owner of the Golden Nugget casinos in Las Vegas and also in Nevada as well as Atlantic City. Last month, it acquired the former Isle casino hotel Biloxi and has commenced a major renovation under its new banner the Golden Nugget Biloxi. As part of the upgrades, Landry's intents to employ the same suite of Agilysys solutions on which they have come to rely on managing their other properties, we are well underway with implementing our lodging management system and related components. Other recent contract wins include Gila River Gaming Enterprises in Arizona which comprises 3 casinos under its tribal gaming enterprise. Gila has selected our SWS inventory and procurement solution for its student beverage outlets as well as its central warehouse. The cancer treatment centers of America are replacing an existing competitor's point of sale system with our InfoGenesis POS solution plus eCash. eCash Solution lets guests create and manage personal stored value accounts over the internet. Guests redeem the value of the account when purchasing items from the provider. Guests have the ability to add funds to their stored value cards over the web or at a kiosk. We are delivering the InfoGenesis with eCash Solution under a subscription based agreement with this customer. In the Cruise segment, Royal Caribbean cruise lines have recently selected our data managing web services module. This solution enables guests to register for activities and [indiscernible] sales receipts from purchases on the television in their state room. Having already selected Agilysys solutions to automate its point of sale and high risk activity liability waver operations, this newest module permits this longstanding customer of Agilysys to enhance the unique service and guest experience for which it is known in the industry. On the retail side, global footwear company Clarks has undertaken a comprehensive store technology upgrade. Clarks recently partnered with Agilysys to provide a single source avenue for procurement of best-in-class hardware as well as integration, implementation and project management services. The company currently operates more than 250 retail stores in the United States and we are very pleased that it selected Agilysys as its systems integration partner. The common denominators which each of these customers win is the desire to enhance the guest experience and from a particular brand experience which is where we excel. With that, we're ready to open the call for questions. Operator?

[Operator Instructions] Our first question is from Brian Kinstlinger of Sidoti & Company.

The first question I had when we look at the numbers sort of towards next year, you mentioned what you thought severance would be. Was there any other restructuring impairments, cost related divestiture, not mentioning that you especially are going to occur through this year?

Yes, Brian, I think the $600,000 that we mentioned will finish up the restructuring charges for next year. so I don't anticipate anything else being charged out and hitting the income statements. Obviously we do have some cash accruals that we've been recording over the income statement will go out but the income statement will get to about $600,000 charge.

Okay and then like you mentioned there is really no revenue growth, maybe go over the puts and takes between your three line items, products support services and subscriptions and professional services and where we'll see growth and where we'll see the pull back in those line items.

I'll take the first part of it Brian and dish it over to Rob for a few more details but I think what we saw in those second half if you will of fiscal '12 is what we expect will be the trend in fiscal '13 going forward. We saw some growth in the products line item but more the growth percentage occurred in the support and the services line items. More of the deals that we're seeing in our pipeline are stacking up as subscription based services as opposed to one time licenses. And that is going to continue I think to shape the business and to fiscal '13.

Yes, I agree I think if you look at the two different segments a little bit, hospitality I think you're still going to see that movement subscription based products will be flat to negative but we'll still see the support and maintenance and recurring revenue stream for hospitality specifically, I would say close to double digits, if not double-digits then we'll still see some growth in the services side. On the retail side, the contract that I mentioned, the support contracts that we've resigned from because of the on profitability of them, we're going to have, they were in the revenue numbers in Q1 and Q2 for retail last year. so there is going to be some give and take on that one but otherwise I think it will be pretty much flat.

And where are software license products, support maintenance inscriptions or professional services. It sounds like that's a piece that's going to be coming down. Is that under products?

Software license would be in products.

Okay, and then from HSD versus RSG, outside of those clients that you resigned to work at, maybe talk about the difference in the growth right there what you're seeing, maybe what's going on, in the economy seems to be a little bit weaker and maybe the last time we spoke. So what's going on with customer behavior over that time please?

We see growth in hospitality to be in the mid to upper single-digits. And our bookings rate reflects that. We have a higher bookings rate of total contract value this year over last year that's a pretty meaningful increase although as we say, most of that has been evidenced in subscription based software deals, so the total value express on the P&L is smaller than what we're experiencing in the revenue reorganization line, its small what we're experiencing in our bookings number. For retail, we think the growth rates in revenue are closer to flat to low single-digits. We see increased competitive pressures in hospitality where you're seeing properties make select investments to enhance the rate at which they will recruit guests and means to get at guest wallet chair more aggressively than in the past. But those investments are proven out with fairly detailed ROI. The ROI calculations in the retail space while folks are investing in retail technology, it's largely around mobility and line busting and line queuing and it hasn’t really reached yet out into new customer acquisitions or new means to acquire customers to come to property as we've seen in the hospitality space.

Okay, and then you mentioned, it's kind of early to already here's a delay in one new contract that's going to hurt earnings in revenue this year. just take us through what happened there, is that the economy, is that changes in the company's business. Just give us a sense of which business that's in and what's going on.

Well that's the delay in the contract started is in the retail business. And in reference to our customer in that regard, I'd rather not discuss the elements of their business that have caused them to delay this project. This project has not been removed from their budget but it has been delayed due to some internal planning on their side.

And you expect it won't happen this year?

I don't think we said it won't happen this year, I think we said it's been pushed out. The contract itself was supposed to be materially complete in this year. it was supposed to start and be materially complete in our fiscal year and the process on the customer side to roll this out has caused somewhat of a delay and it will push to the later second half of this current fiscal year and into the next fiscal year.

Okay, now if we look at the new 3 line items on the operating expenses that you get in for the first time, where is the leverage? Is that the G&A and then maybe talk about product development and how that spend might increase and how dependent is it on you increasing revenues or the fluctuations in revenues.

Yes, I think we're going to see some leverage. We've done a great job here in reducing the cost structure already and we do see that there is a lot of leverage in the G&A area going forward here as we grow the revenue line items. We still see sales and marketing probably increase along with sales as revenues increasing just on the compensation and so forth but it still should have a little bit leverage to go and then the product development side, I'll let Jim talk a little bit about the issues but we will have a little bit more product spend as we start going through our next gen products development and so we could see a little bit of an increase there but most of that project will be capitalized software, so the increase will not be as significant as if we were to expense at all.

Yes, Brian, on the product development side and where there is leverage or where there is, we spoke throughout fiscal '12 on our earnings calls about the integration effort that had been missing from Agilysys business over the prior years from the acquired companies that comprised the hospitality and retail businesses. And what we advised investors at the beginning of fiscal '12 and throughout was that much of the noise you were going to see in the P&L and as evidenced in the P&L are decisions related to not only relocating and transforming corporate from a larger services group to a smaller services group and moving them to Atlanta but also the effort to integrate the acquired company and through integrating the acquired companies you have to move to a more common platform development, you have to make some investment in products to move to a more feature rich set of solutions that will cause customers to upgrade and to get all on common platform. Those are the investments that we made in 2012. The investments that we make in 2013 and beyond with our end market products and I'll talk end market before I talk next-gen are going to be those things that will continue to move the applications in the development platforms to current technology relevance and then providing additional feature sets that will cause our customers to upgrade, things like mobility and continuing to move the applications above prime. I am hesitant to say cloud, but there will be investments made to move those products to an above prime delivery model consistent with the way the market wants to acquire technology as a service versus an on premise license. With respect to leverage in that model, it will be difficult for you to see it on the P&L. it is easier for us to see it in the bookings line. As you move to a subscription based business relationship with your customers, the OpEx, well I guess the comps portion and the services that are related to installing it are going to be less tied to the revenue that's recognized and more tied to the bookings. So in a subscription based business model, someone signs a five year deal for let's say, $300,000 a year for an ID deployment, all of the work really to set up configure, train is upfront but that revenue is then recognized over a 5-year horizon. So you'll see somewhat of a decoupling of the upfront cost for install that will occur in comps and it will appear on a bookings basis the operating leverage and product development but you won't see it on a P&L basis for some future periods.

Okay, it's helpful. Couple more and first of all, you mentioned you are capitalizing some of this software in next gen. Take us through your operating cash flow CapEx and capitalizing software plans maybe for the year since you provided full year guidance.

Yes, the operating cash flow, we generated on an adjusted basis $16 million this past year, Brian ,and a lot of that, I shouldn’t say a lot of it, but about half of it or so was the result of our working capital initiatives in lowering our day sales outstanding, working with vendors to increase our days payables outstanding so forth and lower our inventory. So we did generate probably 1/2 of that cash flow in that manner. There isn't much left in that regards for the upcoming year but as we put the model together, I would say for cash flow from operations I would say it would be the low double-digits, high single-digits area and then on top of that, what we use that cash for, we're going to be able to generate enough cash to fund the product development indicatives that Jim was speaking about. So net cash flow from operations, I would say single-digits to low double-digits and then free cash flow model taking out property, plant and equipment expenditures and our capitalized software expenditures, I'd say would be right around break even.

Okay and then finally just maybe update us on mobile point of sale, you've got a few referenceable clients now; there's certainly some competition in the market. Where do you see that, a year or 2 years from now in terms of scale for yourself?

Well when you look at it beyond 2 years out, it's really going to be inside of the enterprise platform that we're discussing this with larger CapEx investments and mobility is going to be embedded in. the investments between now and let's say that 2-year period where we would launch the next gen approximately, we're basically making mobility enablement investments into our current products. So you have to think of it as a way to take let's say InfoGenesis or things that you could otherwise do with our property management systems and extend them to a handheld device, whether it’s a consumer handheld device or it's something more customized for an associate working for one of the properties that is a customer of ours, either way you're putting an application on that end point that's tailored to that user, that will then interface through a gateway back to our core operating application at the backend. Those would be the investments that we see. We do see the market moving in that direction. The challenge is when you put mobile associates together with a mobile device; it's typically 1:1. Let's say you're at a restaurant location or food service location and it’s a stationery terminal, there are many associates that could swipe in and transact. When you put a mobility component into the hands of an associate that's apron friendly, that mobile asset is 1:1, mobile asset to the individual. So as our customers think about deploying mobile technology, we have to work with them to conceive the business model, how do you want to engage and where do you want the point of order to be versus quote the point of sale or the final transaction. We have customers experimenting with these devices, kind of not free, but they are paying for it to investments they are making to understand how the consuming public most wants to transact with that property.

[Operator Instructions] And our next question is from Shai Dardashti from DCM.

I want to actually focus on the 3, or focus on the 4 not the 3 and kind of have a big level picture. How much of your effort and your time right now is focused on restructuring effort and how much of your time and effort is on growth effort.

Well, Shai, I think that transition from myself personally from focusing on restructuring the company really transferred to Rob, I would say in the November timeframe. Rob and Janine came in and very quickly took the helm of restructuring and relocating corporate services to Alpharetta. That allowed me to spend a lot of time with the products and market in November and December and enabled us to take some of the actions within the operating units themselves through the first calendar quarter or in our fourth quarter of our fiscal year in January, February, March. Through that time period, I also spend a significant amount of time speaking with customers about really what is needed in a next gen property management or hospitality application and spend a ton of time with our retail market at our NRF and other trade shows understanding the direction of their needs. So I've really been more focus on the business beginning largely in December, January and I spent a ton of time right now working with customers and our sales team in identifying new revenue opportunities with our customers and our markets.

And look at Genesis in 2012 on a forward basis, to what extent is the analogy to Micros in 2002 appropriate?

I guess I am familiar with what Micros look like in 2002 and I think that if I were to look back at Micros' history, they spent good bit of their history acquiring titles and improving the acquired titles and a little bit less time on building new and another data point was their acquisition of Torex recently where they are acquiring a company and a technology in a market abroad. I don't know if Rob wants to pine on his analogies as used by folks before about, his past experience was radiant and where they were when he joined the company and where we are because what I think what I've heard from him is that there were approximately analogous and then we're going to focus on building up the assets that we have.

Yes, Jim's right. I look at it, right now we went through a really hard restructuring year here and we had a disposition of the technology services group. We refocused ourselves on hospitality and retail and I talked to individuals within the company. They've not had the attention that they've had from an executive management team in the past that they are right now. They know that we're focused on hospitality growth, are focused on retail growth and turning the business around here a little bit. So I see that as a we're refocused in these two areas. We have a very strong balance sheet, almost $100 million of cash. so that puts us in a position where we can invest in our products and invest in the growth of our products which Jim has talked about already. It also puts us in a position that if something comes along, that would be a good add-on acquisition that we're capable of doing that. So having that strong balance sheet gives us a lot to grow here. so if you look at the next year here. last year restructure, this year we're reloading up on the product development side and we're working on, we talked about how much time is being spent on restructure. I would say, I spent a lot of time in the past 6 months restructuring the corporate services group and now we're also positioning ourselves to increase customer satisfaction through improving our quote to cash processes and improving our processes across the board internally and really taking it to the next level. So I see ourselves as more of a, like Jim said, I am not familiar with the Micros story of 2002 but I am familiar with Radiant's story and I think we're in a position now that we can start trying to think of ways in which we can grow the company.

Yes, a lot what I am getting is that, in 2002 Micros had a 5% operating margin and they had a 48% gross margin and now Micros has a 20% operating margin and a 56% growth and for comparison Agilysys is in the same ballpark gross margin for the hospitality segment. so again, I mean 20% operating margin might be aggressive but 2% guidance, I think is missing the point. So I mean what type of operating margins are appropriate goalposts to expect at some point in an undefined time horizon.

I would say if you're just looking at the hospitality division itself without looking at corporate, without looking at retail, we think we can get to a high teen, low 20% operating margin percent in that segment. On the retail side, we're shooting really hard to go sit high single-digits, low double-digits on the operating margin side and then of course when you take the corporate services expenditures across the board there as well. As a company itself, I would say with both retail and the hospitality group, yes, we're at low single-digits on the operating margin. We'll continue to see that grow as we grow the company. I would say because of the low margin area of retail, I would say that we will probably get up to the high single-digits within the next say 3 to 5 years but we haven't really modeled too much anything past that.

And in terms of the growth on the horizon, how much of the growth is organic and how much of the growth is possibly inorganic?

We haven't modeled any growth to date through M&A. So I would call all of the growth that we're currently building into our through your operating plan as organic growth.

And if I am trying to ponder how much growth could be acquired and if there's $100 million revenue and presumably not every single dollar can be spent so maybe there is $50 million or $25 million of M&A. how much growth could be purchased? Are the ratios onetime sales, twotime sales, 20-time sales, 1/2 a sale? What's a reasonable bell curve of how the cash translates to dollars of revenue being purchased?

I don't know if you can draw an exact equation on cash converting into acquired revenue. Any average that you may use is going to be inherently wrong when you actually buy the specific item that you acquire. Now over the last nine months, while the company has undergone its transformation and business unit integration within hospitality and retail, we have not been dormant in the strategic growth options. We have with those properties, we haven't found anything that we thought would represent an efficient use of capital and given appropriate return on invested capital, given some of the prices that we've seen in the marketplace so we've taken a pass on specific opportunities and I think what investors should take comfort in is that we're going to deploy the capital to the highest risk adjusted return opportunities available to us and not buy growth for growth sake, we're going to buy intelligent growth that has a real return.

I mean if I were to apply the current Agilysys enterprise value to sales ratio and assume that's the price where we can buy the things, am I being silly where that number does not have any economic relevance anywhere else besides Wall Street?

What you are association, you are associating what to what, I am sorry?

If I look at the price [indiscernible] Agilysys Corporation, and I am saying if you're trading at x percent of sales, you could buy something else for y percent of it. Is this analysis completely absurd? Whether at current price of sales is not relevant in private owner evaluations?

Personally I think the company is not being valued based on its intrinsic value. I think it's still being valued by the market on some of the parts basis. So I would think our analysis to say that trading price to our sales or our revenue is not representative of what we found to be market in an M&A opportunity and anything that we would do would be inherently dilutive. Now I am not allergic to doing something that might be inherently dilutive. If I see that they clearly turn on invested capital opportunities, I am not going to let that limit us, but I think your analysis to say the Agilysys revenue to trading value would be something that we could acquire a title for or an asset for equivalently in the market is artificially low.

And whether you saw some further buybacks given that the share price may be mispriced.

We had exhausted our current share buyback authorization and as it relates to future considerations on use of cash, so it incurs the investors to consider whether it's our M&A or other return of capital to shareholders. We're going to continue to pursue the objectives that we think are going to give us the highest return on use of that cash as possible and right now we think investing it in the business is the best course of action.

And next we have a follow-up question from Brian Kinstlinger of Sidoti & Company.

Great, just some housekeeping items. In your plan you provided obviously non well, adjusted earnings. Can you just go through the stock based comp you expect for the amortization intangibles, the 2 items that you are pulling out?

The stock based comp that we anticipate for the year is about $2.6 million and the amortization of intangibles, our expectation is say around $3.5 million.

So essentially you won't be GAAP profitable, is that right?

That is correct.

Okay, and then for just again, for modeling purposes, you have a cash tax rate of 5%. Will the tax rate be different on the income statement on adjusted earnings or will you be using 5% on that?

It will be a little bit different. There won't be too much difference between our effective tax rate and our cash tax rate. The effective tax rate will still be single-digits. There might be a 1% or 2% difference but because of the fact that our NOLs are fully reserved, the cash tax rate and the effective tax rate won't be similar.

Showing no further questions, I'll turn the floor back over to Jim Dennedy for any closing comments.

Thanks, Laura. The board, the management team and I believe the company has significant value creation potential. The company has strong market leadership with compelling solutions for the hospitality and retail industries developed and supported by the exceptional thinking from the smartest minds in our market, our personnel. The management team and I thank all our personnel for the operational and corporate objectives we accomplish as a team in fiscal 2012. We extend that thanks to our customers in the market for responding so positively to our solutions and trusting us with their business. We are highly motivated by the many opportunities we see for our company in the new fiscal year. we believe the best way to achieve increased value is to strengthen the operating and financial results of the company by improving our focus on customer needs and solutions, emphasizing profitable growth and making select investments to enhance our core offerings. We will invest in opportunities to drive the best risk adjusted returns and meet the needs of our growing customer base. We look forward to reporting continued improvements in our operating results as the year unfolds. Thank you for joining us today.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.