11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the year ended December 31, 2008
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 0-5734
The Retirement Plan of Agilysys, Inc.
Agilysys, Inc.
28925 Fountain Parkway
Solon, Ohio 44139
Financial Statements and Supplemental Schedule
The Retirement Plan of Agilysys, Inc.
December 31, 2008 and 2007, and Year Ended December 31, 2008
With Report of Independent Registered Public Accounting Firm
The Retirement Plan of Agilysys, Inc.
Financial Statements and Supplemental Schedule
December 31, 2008 and 2007, and
Year Ended December 31, 2008
|
|
|
|
|
Contents |
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
Financial Statements |
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
3 |
|
|
|
|
4 |
|
|
|
|
|
|
Supplemental Schedule |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
13 |
|
EX-23 |
Report of Independent Registered Public Accounting Firm
The Retirement Committee
The Retirement Plan of Agilysys, Inc.
We have audited the accompanying statements of net assets available for benefits of The Retirement
Plan of Agilysys, Inc. as of December 31, 2008 and 2007, and the related statement of changes in
net assets available for benefits for the year ended December 31, 2008. These financial statements
are the responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2008 and 2007, and the
changes in its net assets available for benefits for the year ended December 31, 2008, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2008, is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
Cleveland, Ohio
June 29, 2009
1
The Retirement Plan of Agilysys, Inc.
Statements of Net Assets Available for Benefits
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Investments, at fair value (see Notes 2 and 4) |
|
$ |
76,335,690 |
|
|
$ |
93,136,455 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for fully benefit-responsive contracts |
|
|
(165,501 |
) |
|
|
679,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits |
|
$ |
76,170,189 |
|
|
$ |
93,815,912 |
|
|
|
|
See accompanying notes to financial statements.
2
The Retirement Plan of Agilysys, Inc.
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2008
|
|
|
|
|
Additions |
|
|
|
|
Additions to net assets attributed to: |
|
|
|
|
Investment income: |
|
|
|
|
Interest and dividend income |
|
$ |
892,344 |
|
Contributions: |
|
|
|
|
Employer |
|
|
3,607,040 |
|
Participants |
|
|
8,213,607 |
|
Rollovers and other |
|
|
447,075 |
|
|
|
|
|
|
|
|
|
|
Total contributions |
|
|
12,267,722 |
|
|
|
|
|
|
|
|
|
|
Total additions |
|
|
13,160,066 |
|
|
|
|
|
|
Deductions |
|
|
|
|
Net depreciation in fair value of investments (see Note 4) |
|
|
30,441,312 |
|
Benefits paid to participants and rollover plans |
|
|
12,047,772 |
|
Administrative expenses (see Note 3) |
|
|
23,879 |
|
|
|
|
|
|
|
|
|
|
Total deductions |
|
|
42,512,963 |
|
|
|
|
|
|
Transfers in from Merged Plans (see Note 1) |
|
|
11,707,174 |
|
|
|
|
|
|
|
|
|
|
Net decrease |
|
|
(17,645,723 |
) |
|
|
|
|
|
Net assets available for benefits: |
|
|
|
|
Beginning of year |
|
|
93,815,912 |
|
|
|
|
|
|
|
|
|
|
End of year |
|
$ |
76,170,189 |
|
|
|
|
|
See accompanying notes to financial statements.
3
The Retirement Plan of Agilysys, Inc.
Notes to Financial Statements
December 31, 2008 and 2007, and
Year Ended December 31, 2008
1. Description of Plan
The following description of The Retirement Plan of Agilysys, Inc. (the Plan) provides only general
information. Participants should refer to the Plan agreement and the summary plan document for a
more complete description of the Plans provisions.
General
The Plan is a defined contribution plan covering all employees of Agilysys, Inc. and certain of its
subsidiaries (the Company and Plan Administrator) as defined in the summary Plan document. At
December 31, 2008, eligible employees may participate in the Plan after completing sixty days of
continuous service.
The assets of the Plan are maintained by State Street Corporation, formerly Investors Bank & Trust
Company (the Trustee). MassMutual Financial Services (Recordkeeper) serves as the funding agent of
the Plan and has entered into an arrangement with the Trustee to provide recordkeeping and certain
other services to the Plan that would otherwise be handled by the Trustee. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The Company purchased all the outstanding shares of IG Management Company and its subsidiaries
(collectively, InfoGenesis) and Innovative Systems Design, Inc. on June 18, 2007 and July 2, 2007,
respectively. Effective as of May 1, 2008 and June 1, 2008 (respectively, the Merger Dates), the
InfoGenesis Retirement Savings Plan and the Innovative Systems Design, Inc. 401(k) Plan (the Merged
Plans) were merged into and made a part of the Plan. All assets and liabilities of the Merged Plans
were transferred to and made a part of the Plan. Employees who were eligible to participate in the
Merged Plans immediately prior to the respective Merger Dates continued to be eligible to
participate in the Plan. Service credited for eligibility and vesting purposes under the Merged
Plans was included for eligibility and vesting service under the Plan.
Contributions
Participants may elect to contribute up to 50% of their annual pre-tax compensation, provided the
amounts do not exceed the annual Internal Revenue Service (IRS) limit. Prior to July 1, 2007, the
Company contributed a 50% matching contribution on the first 6% of compensation that a participant
contributed to the Plan. Effective July 1, 2007, the Company contributed a 100% matching
contribution on the first 1% of compensation and a 50% matching contribution on the next 5% of
compensation that a participant contributed to the Plan. Employees who attained age 50 before the
end of the Plan year are eligible to make catch-up contributions. Additional profit sharing amounts
may be contributed at the discretion of the Companys senior management. The additional profit
sharing contributions may be made in cash or in common shares of the Company (Shares), provided
that not more than 50% of the aggregate contribution for a Plan year is made in Shares. Profit
sharing contributions for the year ended December 31, 2008 were
$482,627.
The Plan allows for automatic enrollment with a 6% contribution of an eligible participants
compensation 60 days after the date of hire, unless the participant has affirmatively elected a
different contribution level or not to contribute to the Plan. The Company will invest these
automatic contributions along with the Company matching contributions
in the applicable MassMutual Destination
Retirement Series fund, with a target year closest to the
year the participant will reach age 65, on behalf of the participant until an affirmative election is received from
the participant.
Participants may elect one or more of the Plans investment options available for the investment of
their contributions, their allocation of the Companys matching contributions, and any additional
contributions not made in Shares in 1% increments. The Company may direct that Shares contributed
to the Plan for annual contributions be invested initially in the Agilysys Company Stock Fund.
Participant and company contributions are eligible to be transferred to any of the investment
options of the Plan.
Participants can generally change their investment elections at any time. A participant may elect
to have a portion or all of the balance of prior contributions together with earnings (in
increments of 1%) transferred from any fund in which it is invested to any other fund, subject to
any transfer restrictions that the fund may impose.
Effective April 1, 2008, the Plan was amended to allow for after-tax Roth 401(k) contributions and
direct rollovers of designated Roth 401(k) accounts from other qualified retirement plans.
4
The Retirement Plan of Agilysys, Inc.
Notes to Financial Statements
1. Description of Plan (continued)
Participant Accounts
A separate account is maintained for each participant in the Plan, reflecting the participants
contributions, the Companys matching contributions, loans, withdrawals, transfers, and an
allocation of (a) the Companys profit sharing contributions based on the proportion of the
participants compensation to the total compensation within certain limits of all eligible
participants, (b) Plan earnings, and realized and unrealized gains or losses, and (c) forfeitures
of nonvested account balances. Allocations are based on participant compensation within certain
limits or account balances, as defined. The participants account determines the benefit that will
ultimately be received upon retirement or termination. The benefit to which a participant is
entitled is the benefit that can be provided from the participants vested account.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon.
Participants vest in the Companys matching and profit sharing contributions portion of their
accounts based on years of continuous service. Prior to July 1, 2007, a participant was 100% vested
after 5 years of credited service for both company matching contributions and profit sharing
contributions. Effective July 1, 2007, company matching contributions are on a two-year cliff
vesting schedule (Safe Harbor Match). Profit sharing contributions continue to be 100% vested after
5 years of credited service.
Participant Loans
Participants may borrow from their vested interest, as defined, a minimum of $1,000 up to a maximum
not to exceed the lesser of 50% of their vested interest or $50,000. Loan terms range from 1-5
years or up to 15 years for the purchase of a principal residence. The loans are secured by the
balance in the participants account and accrue interest at 1 percentage point above the prime rate
which is in effect on the first business day of the month prior to the month in which the loan
application is issued. Principal and interest is paid ratably by the participants through payroll
deductions. Participants may not have more than two loans outstanding at any time. A participant
with two loans outstanding may not apply for another loan until one of the existing loans is repaid
in full and may not refinance an existing loan or obtain a third loan for the purpose of repaying
an existing loan. Existing loans may be pre-paid at any time without penalty.
Payment of Benefits
On termination of service or upon death, disability, or retirement, participants may receive a
benefit payment, which is generally available in the single sum payment form equal to the value of
the participants vested interest in his or her account. Distribution of the participants account
must commence by April 1 following the end of the calendar year in which the participant attains
age 701/2.
A participant may withdraw at any time, pursuant to reasonable and uniform notice, any amount of
the actual value of employee after-tax or rollover contributions. Withdrawal of funds representing
the participants vested interest in matching, discretionary, and profit sharing contributions
including earnings may only be made upon attainment of age 591/2 or upon determination that a serious
financial hardship exists. Hardship withdrawals from the Safe Harbor Match source are not allowed.
Voting Rights
Each participant is entitled to exercise voting rights attributable to the Company Shares in his or
her account. Prior to the time such rights are to be exercised, each participant is sent a copy of
the proxy solicitation materials. Participants are requested to instruct the Trustee as to how
shares should be voted. If a participant does not provide the Trustee with instructions as to how
shares should be voted then, as provided in the Charter of the Retirement Plan Committee of
Agilysys, Inc. adopted on July 1, 2008, such shares are voted proportionately in accordance with
the instructions received from other participants in the Plan.
Forfeited Accounts
At
December 31, 2008 and 2007, forfeited nonvested accounts totaled $392,000 and $418,000,
respectively. These accounts will be used to offset future administrative expenses of the Plan and
employer matching or profit sharing contributions.
5
The Retirement Plan of Agilysys, Inc.
Notes to Financial Statements
1. Description of Plan (continued)
Plan Expenses
Costs incident to the purchase and sale of securities, such as brokerage commissions and stock
transfer taxes, are paid by the respective funds. All other administrative expenses incurred in the
administration of the plan are charged against the respective funds, unless the Company elects to
pay such amounts. The Company has elected to pay audit and consulting fees only.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to amend, suspend, or terminate the Plan subject to
the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in
their accounts.
New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board issued Statement on Financial
Accounting Standards No. 157 (FAS 157), Fair Value Measurement. This standard clarifies the
definition of fair value for financial reporting, establishes a framework for measuring fair value
and requires additional disclosures about the use of fair value measurements. FAS 157 was effective
for financial statements issued for fiscal years beginning after November 15, 2007. The Plan
adopted FAS 157 on January 1, 2008, as required. Additional information regarding the Plans use of
fair value measurements is contained in Note 2.
In May 2009, the Financial Accounting Standards Board issued Statement on Financial Accounting
Standards No. 165 (FAS 165), Subsequent Events. FAS 165 defines subsequent events to include events
or transactions that occur after the balance sheet date, but before the financial statements are
issued. FAS 165 requires that subsequent events are named either as recognized (referred to in
practice as Type I subsequent events) or non-recognized (referred to in practice as Type II
subsequent events). In addition, the date through which an entity has evaluated subsequent events,
as well as the basis for using that date, must be disclosed. FAS 165 is effective for interim or
annual financial periods ending after June 15, 2009. The Plan Administrator is currently evaluating
the provisions of FAS 165, but does not expect them to have a material effect on the Plans
financial statements.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results may differ from those estimates.
6
The Retirement Plan of Agilysys, Inc.
Notes to Financial Statements
2. Summary of Significant Accounting Policies (continued)
Investment Valuation and Income Recognition
The Plan adheres to Financial Accounting Standards Board (FASB) Staff Position FSP AAG INV-1 and
Statement of Position No. 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held
by Certain Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP requires the Statement
of Net Assets Available for Benefits present the fair value of the Plans investments as well as
the adjustment from fair value to contract value for the fully benefit-responsive investment
contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract
value basis for the fully benefit-responsive investment contracts.
The Plans investments in common stocks and Company Shares are stated at fair value, which equals
the quoted market price on the last business day of the plan year. The fair value of the
participation units held by the Plan in mutual funds is based on quoted redemption values on the
last business day of the plan year. Purchases and sales of securities are recorded on a trade-date
basis. Dividends are recorded on the ex-dividend date.
The Plans investments in fully-benefit responsive investment contracts are adjusted from fair
value to contract value in the Statement of Net Assets Available for Benefits. Contract value
represents contributions made under the contract, plus interest at the contract rate, less funds
used to pay Plan benefits and expenses. Contract value is the amount participants would receive if
they were to initiate permitted transactions under the terms of the Plan. On July 1, 2008, the
Plans investments included the Babson Core Bond SAGIC fund (SAGIC), which is a pooled separate
account insured by a general account guarantee to preserve principal and pay a stated rate of
return. The general account guarantee protects the separate account from daily fluctuations in the
bond market. The fair value of the SAGIC was calculated based on the market value of the underlying
investments held by the fund at the end of the plan year. Prior to July 1, 2008, one of the Plans
investment options was the Babson Guaranteed Interest Account (GIA). Participants in the GIA were
guaranteed preservation of principal and a stated rate of return regardless of economic events
while the agreement was active. The fair value of the GIA was calculated by discounting the related
cash flows based on current yields of similar instruments with comparable durations. Contributions
to both funds were invested in high-quality, fixed-income investments including public bonds,
private placements, commercial mortgage loans and short-term investments. Investments in the SAGIC
and the GIA were carried at contract value in the participants accounts, as described above.
The adjustments to contract value for the SAGIC at December 31, 2008 and the GIA at December 31, 2007
are shown in the aggregate on the Statements of Net Assets Available for Benefits and the SAGIC has been
adjusted to contract value on the Schedule of Assets (Held at End of Year). Under both the SAGIC and the
GIA agreements, the issuer does not guarantee payment of withdrawals at contract value as a result of
premature termination of the contracts by the Plan or upon plan termination. The Plan Administrator has
not expressed any intention to take either of these actions.
The
yield earned by these fully-benefit responsive contracts at December 31, 2008 and 2007 was 3.51%
and 4.24%, respectively. The yield credited to these fully-benefit responsive contracts at December
31, 2008 and 2007 was 4.85% and 3.75%, respectively.
Participant loans are stated at
amortized cost plus accrued interest adjusted to a current market rate, which approximates fair
value.
Fair Value Measurements
Effective January 1, 2008, the Plan adopted FAS 157, which established a single authoritative
definition of fair value, set a framework for measuring fair value, and required additional
disclosures about fair value measurements. The framework provides a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The
three levels of the fair value hierarchy under FAS 157 are described below:
Level 1 |
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in
active markets that the Plan has the ability to access. |
|
Level 2 |
|
Inputs to the valuation methodology include: |
|
|
|
Quoted prices for similar assets or liabilities in active markets; |
|
|
|
|
Quoted prices for identical or similar assets or liabilities in inactive markets; |
|
|
|
|
Inputs other than quoted prices that are observable for the asset or liability; and |
|
|
|
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the
full term of the asset or liability.
Level 3 |
|
Inputs to the valuation methodology are unobservable and significant to the fair value
measurement. |
7
The Retirement Plan of Agilysys, Inc.
Notes to Financial Statements
2. Summary of Significant Accounting Policies (continued)
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the use of unobservable
inputs.
Following is a description of the valuation methodologies used for the Plans investments measured
at fair value. There have been no changes in the methodologies used at December 31, 2008 and 2007.
|
|
|
Common stocks and Company Shares:
|
|
Valued at the closing price reported on the active market on which the individual securities
are traded. |
|
|
|
Mutual funds:
|
|
Valued at the net asset value of the shares held by the Plan at year end. |
|
|
|
Participant loans:
|
|
Valued at amortized cost plus
accrued interest adjusted to a current market rate, which approximates fair value. |
|
|
|
Pooled separate account:
|
|
Valued at fair value based on the market value of the underlying assets held in the account
at the close of business at the end of the plan year. |
The methods described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
The
following table presents by level, within the fair value hierarchy, the Plans assets at fair
value as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at Fair Value as of December 31, 2008 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
$ |
50,952,214 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
50,952,214 |
|
Common stocks and Company Shares |
|
|
1,577,046 |
|
|
|
|
|
|
|
|
|
|
|
1,577,046 |
|
Pooled separate account |
|
|
|
|
|
|
|
|
|
|
22,464,276 |
|
|
|
22,464,276 |
|
Participant loans |
|
|
|
|
|
|
|
|
|
|
1,342,154 |
|
|
|
1,342,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
52,529,260 |
|
|
$ |
|
|
|
$ |
23,806,430 |
|
|
$ |
76,335,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
The Retirement Plan of Agilysys, Inc.
Notes to Financial Statements
2. Summary of Significant Accounting Policies (continued)
The table below sets forth a summary of changes in the fair value of the Plans Level 3 assets for
the year ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
Level 3 Assets |
|
|
|
Plan Year Ended December 31, 2008 |
|
|
|
Pooled |
|
|
|
|
|
|
Separate Account |
|
|
Participant Loans |
|
|
Balance at January 1, 2008 |
|
$ |
15,513,509 |
|
|
$ |
1,027,539 |
|
Realized gains/(losses) |
|
|
|
|
|
|
|
|
Unrealized gains/(losses) relating to
instruments still held at the reporting date |
|
|
165,501 |
|
|
|
|
|
Purchases, sales, issuances, and settlements (net) |
|
|
6,950,767 |
|
|
|
314,615 |
|
|
|
|
|
|
|
|
Balance at December 31, 2008 |
|
$ |
22,464,276 |
|
|
$ |
1,342,154 |
|
|
|
|
|
|
|
|
3. Transactions With Parties in Interest
Party-in-interest transactions include the investment in the funds of the Recordkeeper, purchases
or sales of Company Shares and receipt of the related dividend income, and the payment of
administrative expenses by the Plan. Such transactions are exempt from being prohibited
transactions.
The Plan purchased Company Shares for $950,025, sold Company Shares for $302,248, and received
dividends on Company Shares totaling $8,185 during the year ended December 31, 2008.
4. Investments
The following table presents investments at fair value that represent 5 percent or more of the
Plans net assets:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2008 |
|
2007 |
|
|
|
|
AmerFunds EuroPacific Growth Fund |
|
$ |
6,305,516 |
|
|
$ |
11,069,186 |
|
Babson Core Bond SAGIC |
|
|
22,464,276 |
|
|
|
|
|
Babson Guaranteed Interest Account |
|
|
|
|
|
|
15,513,509 |
|
Babson Premier Credit Bond Fund |
|
|
4,308,522 |
|
|
|
|
|
Clover Capital Small Company Value Fund |
|
|
6,407,887 |
|
|
|
9,813,483 |
|
MassMutual Destination Retirement 2020 Fund |
|
|
5,407,774 |
|
|
|
7,576,379 |
|
Northern Trust Indexed Equity Fund |
|
|
7,058,339 |
|
|
|
11,803,951 |
|
Oppenheimer Capital Appreciation Fund |
|
|
6,170,239 |
|
|
|
10,885,402 |
|
T. Rowe Price Mid Cap Growth Equity II Fund |
|
|
4,566,556 |
|
|
|
7,061,015 |
|
9
The Retirement Plan of Agilysys, Inc.
Notes to Financial Statements
4. Investments (continued)
During 2008, the Plans investments (including gains and losses on investments bought and sold, as
well as held during the year) (depreciated) appreciated in fair value as follows:
|
|
|
|
|
|
|
Net |
|
|
|
(Depreciation) |
|
|
|
Appreciation |
|
|
|
in Fair Value |
|
|
|
of Investments |
|
Agilysys, Inc. common shares |
|
$ |
(710,844 |
) |
Common stocks |
|
|
(415,157 |
) |
Mutual funds |
|
|
(29,363,831 |
) |
Participant loans |
|
|
48,520 |
|
|
|
|
|
|
|
|
$ |
(30,441,312 |
) |
|
|
|
|
5. Income Taxes
The Plan has received a determination letter from the Internal Revenue Service dated February 21,
2007, stating that the plan is qualified under section 401(a) of the Internal Revenue Code (the
Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination
by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to
operate in conformity with the Code to maintain its qualification. The Plan Administrator believes
the Plan is being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is tax exempt.
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the Statement of Net Assets Available
for Benefits.
7. Differences Between Financial Statements and Form 5500
The accompanying financial statements present participant loans at amortized cost plus accrued
interest adjusted to a current market rate, which approximates fair value. The Form 5500 requires
participant loans to be presented at cost. Therefore, the adjustment from fair value to cost for participant loans represents a reconciling item.
The following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500:
|
|
|
|
|
|
|
December 31, |
|
|
|
2008 |
|
Net assets available for benefits per the financial statements |
|
$ |
76,170,189 |
|
Adjustment from fair value to book value for participant loans |
|
|
(48,520 |
) |
|
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
76,121,669 |
|
|
|
|
|
The following is a reconciliation of the net decrease in assets available for benefits per the
financial statements to the net loss per the Form 5500:
|
|
|
|
|
|
|
December 31, |
|
|
|
2008 |
|
Net decrease in net assets available for benefits per the financial statements |
|
$ |
(17,645,723 |
) |
Decrease from fair value to book value for participant loans |
|
|
(48,520 |
) |
|
|
|
|
|
Net loss per Form 5500 |
|
$ |
(17,694,243 |
) |
|
|
|
|
10
The Retirement Plan of Agilysys, Inc.
EIN #34-0907152 Plan #001
Schedule H, Line 4i Schedule of Assets
(Held at End of Year)
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of |
|
Current |
|
|
|
Identity of Issuer |
|
Investment |
|
Value |
|
|
Mutual Funds: |
|
|
|
|
|
|
|
|
|
|
Babson Premier Credit Bond Fund |
|
430,852 units |
|
$ |
4,308,522 |
|
* |
|
MassMutual Destination Retirement 2020 Fund |
|
809,547 units |
|
|
5,407,774 |
|
* |
|
MassMutual Destination Retirement 2040 Fund |
|
277,526 units |
|
|
1,790,043 |
|
|
|
American Funds EuroPacific Growth Fund |
|
228,792 units |
|
|
6,305,516 |
|
* |
|
MassMutual Destination Retirement Income Fund |
|
33,489 units |
|
|
257,192 |
|
|
|
Harris Focused Value Fund |
|
124,153 units |
|
|
1,109,926 |
|
|
|
T. Rowe Price Mid Cap Growth Equity II Fund |
|
537,875 units |
|
|
4,566,556 |
|
* |
|
MassMutual Destination Retirement 2030 Fund |
|
373,576 units |
|
|
2,424,509 |
|
|
|
Wellington Fundamental Value Fund |
|
379,220 units |
|
|
2,855,523 |
|
|
|
Northern Trust Indexed Equity Fund |
|
847,340 units |
|
|
7,058,339 |
|
|
|
Oppenheimer Capital Appreciation Fund |
|
214,096 units |
|
|
6,170,239 |
|
|
|
Waddell & Reed Small Cap Growth Fund |
|
117,570 units |
|
|
1,192,159 |
|
|
|
Clover Capital Small Company Value Fund |
|
722,422 units |
|
|
6,407,887 |
|
* |
|
MassMutual Destination Retirement 2010 Fund |
|
67,486 units |
|
|
499,397 |
|
|
|
Babson High Yield Fund |
|
36,841 units |
|
|
255,310 |
|
|
|
Cooke & Bieler MidCap Value Fund |
|
53,394 units |
|
|
343,322 |
|
|
|
|
|
|
|
|
|
|
|
|
Pooled Separate Account: |
|
|
|
|
|
|
|
|
|
|
Babson Core Bond SAGIC |
|
1,843,973 units |
|
|
22,298,775 |
|
|
|
|
|
|
|
|
|
|
|
|
Common Stocks: |
|
|
|
|
|
|
|
|
|
|
Self-Directed Brokerage Account |
|
|
|
|
|
|
777,863 |
|
* |
|
Agilysys Common Shares |
|
257,647 units |
|
|
799,183 |
|
|
|
|
|
|
|
|
|
|
|
|
Other: |
|
|
|
|
|
|
|
|
* |
|
Participant
Loans ($1,293,634 cost) |
|
Interest rates from |
|
|
|
|
|
|
|
|
4.25% to 10% due by |
|
|
|
|
|
|
|
|
or prior to 2022 |
|
|
1,342,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
76,170,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents party in interest to the Plan. |
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
The Retirement Plan of Agilysys, Inc.
June 29, 2009
|
|
|
|
|
|
|
|
|
|
/s/ Kenneth J. Kossin, Jr.
|
|
|
|
Kenneth J. Kossin, Jr. |
|
|
|
Senior Vice President and Chief Financial Officer |
|
12
The Retirement Plan of Agilysys, Inc.
Exhibit Index
|
|
|
Exhibit No. |
|
Description |
23
|
|
Consent of Independent Registered Public Accounting Firm. |
13