<PAGE> 1
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended September 30, 1996
Commission file number 0-9993
MICROS SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
MARYLAND 52-1101488
- --------------------------------------------------------------------------------
(State of incorporation) (I.R.S. Employer
Identification Number)
12000 Baltimore Avenue, Beltsville, Maryland 20705-1291
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 301-210-6000
------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s)), and (2) has been subject to
such filing requirements for the past 90 days.
YES x NO
----- -----
As of September 30, 1996, there were 7,955,317 shares of Common Stock, $.025
par value, outstanding.
1
<PAGE> 2
MICROS SYSTEMS, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended September 30, 1996
PART I - Financial Information
Item 1. Financial Statements.
General
The information contained in this report is furnished for the Registrant,
MICROS Systems, Inc., and its subsidiaries (referred to collectively herein as
"MICROS" or the "Company"). In the opinion of management, the information in
this report contains all adjustments, consisting only of normal recurring
adjustments, which are necessary for a fair statement of the results for the
interim periods presented. The financial information has been reviewed by the
Company's independent accountants, Price Waterhouse LLP, and a copy of its
report is attached.
The financial information presented herein should be read in conjunction with
the financial statements included in the Registrant's Form 10-K for the fiscal
year ended June 30, 1996, as filed with the Securities and Exchange Commission.
With respect to the unaudited consolidated financial information for the three
month periods ended September 30, 1996 and 1995, Price Waterhouse LLP has
reported that it has applied limited procedures in accordance with professional
standards for a review of such information. However, its report dated November
12, 1996, appearing herein, states that it did not audit and it does not
express an opinion on that unaudited consolidated financial information. Price
Waterhouse LLP has not carried out any significant or additional audit tests
beyond those which would have been necessary if its report had not been
included. Accordingly, the degree of reliance on its reports on such
information should be restricted in light of the limited nature of the review
procedures applied. Price Waterhouse LLP is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for its report on the
unaudited consolidated financial information because such report is not a
"report" within the meaning of Sections 7 and 11 of the Securities Act of 1933.
2
<PAGE> 3
MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands, except per share data)
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $14,894 $15,231
Accounts receivable, net of allowance for
doubtful accounts of $1,973 at September 30, 1996 and $2,016 at
June 30, 1996 49,690 49,250
Inventories 18,716 15,138
Deferred income taxes 3,899 3,899
Prepaid expenses and other current assets 5,168 4,420
----- -----
Total current assets 92,367 87,938
Property, plant and equipment, net of accumulated
depreciation and amortization of $13,485 at
September 30, 1996 and $13,331 at June 30, 1996 16,196 15,623
Note receivable 225 225
Deferred income taxes, non-current 5,748 5,580
Goodwill and intangible assets, net of
accumulated amortization of $4,066 at
September 30, 1996 and $3,346 at June 30, 1996 20,504 20,746
Capitalized computer software development costs,
net of accumulated amortization of $3,558 at
September 30, 1996 and $2,650 at June 30, 1996 7,185 6,287
Other assets 594 437
------ ------
Total assets $142,819 $136,836
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank lines of credit $13,458 $14,947
Current portion of long-term debt 4,513 5,238
Current portion of capital lease obligation 129 124
Accounts payable 16,173 12,726
Accrued expenses and other current liabilities 22,896 23,927
Income taxes payable 2,831 986
Deferred service revenue 11,150 9,295
------ -----
Total current liabilities 71,150 67,243
Long-term debt, net of current portion 5,591 6,704
Capital lease obligation, net of current portion 3,424 3,458
Deferred income taxes 2,588 2,588
Minority interests 933 648
----- -----
Total liabilities 83,686 80,641
------ ------
Commitments and contingencies
Shareholders' equity:
Common stock, $.025 par; authorized 10,000
shares; issued and outstanding 7,955 at
September 30, 1996 and 7,944 at June 30, 1996 199 199
Capital in excess of par 16,353 16,253
Retained earnings 42,121 39,794
Accumulated foreign currency translation
adjustments 460 (51)
--- ----
Total shareholders' equity 59,133 56,195
------ ------
Total liabilities and shareholders' equity $142,819 $136,836
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE> 4
MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended September 30,
--------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Revenue:
Hardware and software $30,961 $24,764
Service 16,555 7,596
------ -----
Total revenues 47,516 32,360
------ ------
Costs and expenses:
Cost of sales
Hardware and software 14,969 12,743
Service 8,403 3,656
----- -----
Total cost of sales 23,372 16,399
Selling, general and administrative
expenses 15,992 9,560
Research and development expenses 1,946 1,368
Depreciation and amortization 1,806 519
----- ---
Total costs and expenses 43,116 27,846
------ ------
Income from operations 4,400 4,514
Non-operating income (expense):
Interest income 106 339
Interest expense (412) (88)
Other income (expense), net 41 (168)
-- -----
Income before taxes and equity in net earnings
of affiliates and minority interests 4,135 4,597
Income taxes 1,654 1,627
------ ------
Income before equity in net earnings of affiliates
and minority interests 2,481 2,970
Equity in net earnings of affiliates and minority
interests (154) 284
----- ---
Net income $2,327 $3,254
====== ======
Net income per common and common equivalent share $ 0.29 $ 0.41
====== ======
Weighted-average number of common and common
equivalent shares outstanding 7,971 7,978
===== =====
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE> 5
MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Condensed and unaudited - in thousands)
<TABLE>
<CAPTION>
Three months ended September 30,
--------------------------------
1996 1995
---- ----
<S> <C> <C>
Net cash flows from operating activities: $6,328 $ 300
------ ------
Cash flows from investing activities:
Purchases of property, plant and
equipment (1,563) (1,208)
Proceeds on dispositions of property,
plant and equipment 113 --
Capitalized software development
costs (1,151) (149)
Sale of short-term investments -- 700
Dividends from and loans to affiliates -- 156
Net cash paid for acquisitions (96) (821)
------ ------
Net cash used in investing
activities (2,697) (1,322)
------ ------
Cash flows from financing activities:
Principal payments on line of credit (1,947) --
Principal payments on long-term debt
and capital lease obligation (2,146) (161)
Proceeds from issuance of stock 100 83
Income tax benefit from stock options
exercised 25 66
------ ------
Net cash used in financing
activities (3,968) (12)
------ ------
Net decrease in cash and cash
equivalents (337) (1,034)
Cash and cash equivalents at beginning of
period 15,231 23,215
------- -------
Cash and cash equivalents at end of
period $14,894 $22,181
======= =======
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest $ 548 $ 99
===== =====
Income taxes $ 471 $ 648
===== =====
</TABLE>
Supplemental schedule of noncash financing and investing activities:
In August 1995, the Company purchased the remaining 77% of D.A.C.
Systemes/MICROS France and AD-Maintenance Informatique ("ADMI") for FF
14,000,000 (approximately $2,800,000 at exchange rates in effect at
the date of purchase), payable FF 8,000,000 at closing and FF
6,000,000 over the next four years, plus potential additional payments
based on earnings over the next four years. The unamortized discount
on the note, based on an imputed annual interest rate of 8.75% is
$124,000 at September 30, 1996.
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE> 6
MICROS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Quarter Ended
September 30, 1996
(Unaudited)
1. Inventories
The components of inventories are as follows (in thousands):
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
------------------ -----------------
<S> <C> <C>
Raw materials $ 4,433 $ 3,528
Work-in-process 4,376 2,955
Finished goods 9,907 8,655
----------------- -----------------
$ 18,716 $ 15,138
================= =================
</TABLE>
2. Acquisition of Fidelio Software GmbH
On November 30, 1995, the Company acquired the remaining 70% of
Fidelio Software GmbH ("Fidelio") for approximately $28.5 million in a
transaction which has been accounted for under the purchase method.
In fiscal 1993, 15% of the capital stock of Fidelio had been acquired
and an additional 15% was acquired in October 1994, at which time
MICROS began accounting for Fidelio under the equity method. Goodwill
related to these purchases aggregated $20.5 million at November 30,
1995 and is being amortized over nine years.
Unaudited pro forma information for the three-month period ended
September 30, 1995, as if the acquisition had occurred on the first
day of that period, but excluding a one-time write-off of the
purchased incomplete software technology is shown below. Such pro
forma information also reflects the pro forma effects of Fidelio's
acquisition of 100% of the common stock of Executive Technologies of
Southwest Florida, Inc. ("ETI") in October 1995 for $4,000,000.
<TABLE>
<CAPTION>
Three Months Ended September 30, 1995
(in thousands, except per share data)
-------------------------------------
<S> <C>
Revenue $ 46,785
Net income $ 3,392
Net income per share $ 0.43
</TABLE>
3. Accounting for Stock-Based Compensation
Financial Accounting Standards Board Statement No. 123 ("SFAS 123"),
Accounting for Stock-Based Compensation, was issued in October 1995.
Adoption of SFAS 123 is required for the Company's fiscal 1997
year-end financial statements. Under SFAS 123, the Company will
continue to measure compensation expense for its stock-based
compensation plans using the intrinsic value method prescribed by APB
Opinion No. 25, Accounting for Stock Issued to Employees. Beginning
with financial statements for fiscal year-end 1997, the Company will
provide pro forma disclosures of net income and earnings per share as
if the fair value based method of accounting defined in SFAS 123 had
been applied to the Company's stock option grants made subsequent to
fiscal 1995. The impact of SFAS 123 on the Company's pro forma
information to be provided has not been determined.
6
<PAGE> 7
MICROS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Quarter Ended
September 30, 1996
(Unaudited)
4. Legal proceedings
MICROS is and has been involved in legal proceedings arising in the
normal course of business. The Company is of the opinion, based upon
presently available information and the advice of counsel concerning
pertinent legal matters, that any resulting liability should not have
a material adverse effect on the Company's results of operations or
financial position.
On August 1, 1996, Executive Technologies of Southwest Florida, Inc.
("ETI", since renamed Fidelio Technologies, Inc., a MICROS indirect
subsidiary) filed suit against Crested Butte Mountain Resort, Inc.
("CBMR") in Circuit Court in Collier County, Florida. ETI alleged that
CBMR breached a development agreement by failing to pay to ETI when
due certain software development fees. On August 14, 1996, CBMR filed
suit against ETI, MICROS and Fidelio in District Court in Gunnison
County, Colorado. In the Colorado action filed by CBMR, CBMR alleged
that ETI had breached the same development agreement under which ETI
alleged the default of CBMR in the Florida court. On October 31,
1996, the parties to the law suit amicably settled all claims, and the
litigation in both Florida and Colorado was dismissed with prejudice.
This settlement, after consideration of a previously established
accrual, will not have a material effect on the Company's results of
operations.
5. Reclassifications
Certain balances have been reclassified to conform to fiscal 1997
presentation.
7
<PAGE> 8
MICROS SYSTEMS, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended September 30, 1996
Item 2. Management's discussion and analysis of financial condition and
results of operations
Liquidity and Capital Resources
On November 21, 1995, the Company obtained a $25.0 million unsecured
committed line of credit which expires on December 31, 1996. The
Company anticipates renewing this line of credit for an additional one
year period. As a result of the Fidelio acquisition, the Company
obtained additional lines of credit from three European banks now
aggregating DM 15.0 million (approximately $10.1 million at the
September 30, 1996 exchange rate). At September 30, 1996, the Company
had borrowed approximately $13.5 million and has approximately $21.6
million available. As the Company has significant international
operations, its DM-denominated borrowings do not represent a
significant foreign exchange risk. The Company does not engage in any
foreign exchange hedging.
In addition, the Company has long-term debt, both current and
non-current, of approximately $10.1 million as of September 30, 1996.
The majority of this debt stems from the Fidelio acquisition.
Net cash provided by operating activities for the three months ended
September 30, 1996 was $6.3 million. In addition, the Company used
$1.6 million for the purchase of property, plant and equipment.
Financing activities for the first three months of fiscal 1997 used
$4.0 million, primarily due to the repayment of lines of credit and
other borrowings.
The Company anticipates that its cash flow from operations along with
available lines of credit, in conjunction with other lines of credit
for which the Company may be eligible or lines of credit to be
renewed, are sufficient to provide the working capital needs of the
Company for the foreseeable future. The Company anticipates that its
property, plant and equipment expenditures for fiscal 1997 will be
comparable to its fiscal 1996 expenditures.
Results of Operations - First Quarter Comparison
The Company recorded net income of $.29 per common share in the first
quarter of fiscal 1997, compared with net income of $.41 per common
share in the first quarter of fiscal 1996. The lower net income was
primarily due to higher expenses related to recently acquired
businesses, interest expense associated with debt financing, and a
higher tax rate attributed to increased foreign income.
Revenue for the first quarter of fiscal 1997 increased $15.2 million,
or 46.8%, compared to the same period last year. Sales increased in
most distribution channels worldwide. For the first quarter, Property
Management System ("PMS") sales increased $12.6 million in fiscal 1997
over the first quarter of fiscal 1996. The PMS sales increases were
primarily due to the acquisition of Fidelio on November 30, 1995.
Sales of Point of Sale ("POS") hardware, software and related services
increased $2.6 million in the first quarter of fiscal 1997 compared to
the same period a year earlier, primarily due to increased sales in
the Company's direct sales offices in the U.S. and Europe, partially
offset by decreased sales to the Company's indirect distributors in
the Europe/Africa/Middle East region. This region's decrease was due
to the Company's purchase of certain distributors during fiscal 1996.
For the first quarter of fiscal 1997, hardware and software sales
increased $6.2 million, or 25.0%, while service revenues increased
$9.0 million, or 118.0%, over the same period a year earlier.
8
<PAGE> 9
MICROS SYSTEMS, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended September 30, 1996
Results of Operations - First Quarter Comparison Continued
Cost of sales, as a percentage of revenue, decreased to 49.2% from
50.7% for the first quarter of fiscal 1997 compared to the first
quarter of fiscal 1996. Cost of sales for hardware and software
products, as a percentage of related revenue, was 48.3% in the first
quarter of fiscal 1997 compared to 51.5% for the same quarter a year
earlier as a result of a favorable shift in sales distribution from
the indirect to direct sales channels and an increase in higher-margin
Fidelio software sales as a percentage of total revenue. Service
costs, as a percentage of service revenue, increased to 50.8% in the
first quarter of fiscal 1997 compared to 48.1% in the same quarter in
fiscal 1996. The increased costs were primarily due to the higher
labor costs for subcontracting installations and lower utilization of
in-house installation personnel.
Selling, general and administrative expenses increased $6.4 million,
or 67.3%, in the first quarter of fiscal 1997 compared to the same
period last year. As a percentage of revenue, selling, general and
administrative expenses increased to 33.7% in the first quarter of
fiscal 1997 compared to 29.5% in the first quarter of fiscal 1996.
The increase is primarily a result of the Company's fiscal 1996
acquisitions of Fidelio on November 30, 1995 and to a lesser degree,
its acquisition of D.A.C. Systemes on August 25, 1995.
Research and development expenses (exclusive of capitalized software
development costs), which consist primarily of labor costs, increased
$578,000, or 42.3%, in the first quarter of fiscal 1997 compared to
the same period a year earlier. Actual research and development
expenditures, including capitalized software development costs of $1.2
million in the first quarter of fiscal 1997 and $149,000 in the first
quarter of fiscal 1996, increased $1.6 million, or 104.1%, compared to
the same period a year earlier. The increase in absolute dollars is
primarily due to PMS product development as a result of the
acquisition of Fidelio in November 1995 and the additional staffing
required to develop new POS products.
Income from operations for the first quarter of fiscal 1997 was $4.4
million, or 9.3% of revenue, compared to $4.5 million, or 13.9% of
revenue, in the same period a year earlier. Higher selling, general
and administrative expenses, increased research and development
expenses along with higher depreciation and amortization expenses have
adversely impacted income from operations in the quarter, primarily
due to the Fidelio acquisition.
Interest income for the first quarter of fiscal 1997 decreased
$233,000 to $106,000, or 68.7%, compared to $339,000 for the first
quarter of fiscal 1996. The decrease in interest income for the period
is primarily due to the use of cash to purchase Fidelio. Interest
expense increased $324,000 to $412,000 for the first quarter of fiscal
1997 from $88,000 for the same period a year ago. The increase in
interest expense is directly attributable to the debt incurred in
connection with the Fidelio acquisition.
The effective tax rate for the first quarter of fiscal 1997 is 40.0%
compared to a tax rate of 35.4% for the same quarter a year earlier.
The increase in the tax rate is primarily due to a shift in the mix of
earnings on a country-by-country basis to those countries with higher
tax rates.
9
<PAGE> 10
MICROS SYSTEMS, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended September 30, 1996
Results of Operations - First Quarter Comparison Continued
Summary
The Company has recently experienced rapid revenue growth at a rate
that it believes has significantly exceeded that of the global market
for point-of-sale computer systems and property management information
systems products for the hospitality industry, fueled in part by the
acquisitions consummated in calendar year 1995. Although the Company
currently anticipates continued revenue growth at a rate in excess of
such market, and therefore an increase in its overall market share, it
does not expect to maintain growth at recent levels and there can be
no assurance that any particular level of growth can be achieved. In
addition, due to the competitive nature of the market, the Company
recently has experienced greater gross margin pressure on its products
than it has in the past, and the Company expects this trend to
continue. There can be no assurance that the Company will be able to
increase sufficiently sales of its higher margin products, including
software and services, to prevent future declines in the Company's
overall gross margin.
Moreover, some of the statements contained herein not based on
historic facts are forward looking statements that involve risks and
uncertainties. Past performance is not necessarily a strong or
reliable indicator of future performance. Actual results could differ
materially from past results, estimates or projections. Some of the
additional risks and uncertainties are: product demand and market
acceptance; adverse economic or political conditions; unexpected
currency fluctuations; impact of competitive products and pricing on
margins; product development delays and technological difficulties;
and controlling expenses. Other risks are disclosed in the Company's
releases and SEC filings.
10
<PAGE> 11
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Shareholders of MICROS Systems, Inc.
We have reviewed the accompanying consolidated balance sheet of MICROS Systems,
Inc. and subsidiaries as of September 30, 1996, and the related consolidated
statements of operations and cash flows for the three month periods ended
September 30, 1996 and September 30, 1995. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of June 30, 1996, and the related
consolidated statements of operations, cash flows and shareholders' equity for
the year then ended (not presented herein), and in our report dated September
20, 1996 we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the accompanying consolidated balance sheet
information as of June 30, 1996, is fairly stated in all material respects in
relation to the consolidated balance sheet from which it has been derived.
PRICE WATERHOUSE LLP
Baltimore, Maryland
November 12, 1996
THE ABOVE REPORT IS NOT A "REPORT" WITHIN THE MEANING OF SECTIONS 7 AND 11 OF
THE SECURITIES ACT OF 1933 AND THE INDEPENDENT ACCOUNTANTS LIABILITY PROVISIONS
OF SECTION 11 OF THE ACT DO NOT APPLY.
11
<PAGE> 12
MICROS SYSTEMS, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended September 30, 1996
Part II - Other Information
Item 1. Legal Proceedings.
On August 1, 1996, Executive Technologies of Southwest Florida, Inc.
("ETI", since renamed Fidelio Technologies, Inc., a MICROS indirect subsidiary)
filed suit against Crested Butte Mountain Resort, Inc. ("CBMR") in Circuit
Court in Collier County, Florida. ETI alleged that CBMR breached a development
agreement by failing to pay to ETI when due certain software development fees.
On August 14, 1996, CBMR filed suit against ETI, MICROS and Fidelio in District
Court in Gunnison County, Colorado. In the Colorado action filed by CBMR, CBMR
alleged that ETI had breached the same development agreement under which ETI
alleged the default of CBMR in the Florida court. On October 31, 1996, the
parties to the law suit amicably settled all claims, and the litigation in both
Florida and Colorado was dismissed with prejudice. This settlement, after
consideration of a previously established accrual, will not have a material
effect on the Company's results of operations.
Items 2 through 4.
No events occurred during the quarter covered by the report that would
require a response to any of these items.
Item 5. Other Information
On September 20, 1996, at a properly called meeting of the Board, the
Board appointed F. Suzanne Jenniches as the newest member of the Board. Ms.
Jenniches, 48, is currently Vice President and General Manager of Automation
and Information Systems for the Electronic Sensors and Systems Division of
Northrop Grumman, which, either directly or through subsidiaries, designs and
develops postal automation systems, intelligent material management systems,
enterprise management systems, airline reservation systems and information
systems for the travel industry, license plate readers, imaging inspection
systems, and records management systems. Ms. Jenniches is past president of
the National Society of Women Engineers, has served on the board of governors
for the American Association of Engineering Societies, and is currently a board
member of the State of Maryland's Greater Baltimore Committee Technology
Council. Ms. Jenniches is a graduate of Clarion College and holds a Masters
degree in environmental engineering from The Johns Hopkins University.
The Company introduced two new products in October 1996, the 3700 POS
and the 3400 QSA (Quick Service Advantage). Both software products run on
Microsoft's Windows 95 or Windows NT operating systems and operate on IBM
compatible personal computers. The 3700 POS is a table service restaurant
application software program. The product has been developed by MICROS. The
3400 QSA is a quick service restaurant application software program. The
product is licensed on a non-exclusive basis from a third party developer.
MICROS has development rights to the software to modify and customize as deemed
appropriate or necessary. Shipments of the 3700 POS commenced in the second
quarter of fiscal 1997. Shipments of the 3400 QSR are expected to commence in
the third quarter of fiscal 1997.
12
<PAGE> 13
MICROS SYSTEMS, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended September 30, 1996
Part II - Other Information, continued
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11 - Computation of Earnings Per Share
Exhibit 15 - Letter Regarding Unaudited Interim Financial
Information
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K - None
13
<PAGE> 14
MICROS SYSTEMS, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended September 30, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MICROS SYSTEMS, INC.
-----------------------
(Registrant)
November 14, 1996 S/Gary C. Kaufman
- ----------------- ---------------------------
Gary C. Kaufman
Senior Vice President, Finance and
Administration/Chief Financial Officer
November 14, 1996 S/Roberta J. Watson
- ----------------- -------------------
Roberta J. Watson
Vice President and Controller
14
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered Page
- ------- -------------
<S> <C> <C>
11. Computation of Earnings Per Share 16
15. Letter regarding Unaudited Interim 17
Financial Information
27. Financial Data Schedule N/A
</TABLE>
15
<PAGE> 1
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
MICROS SYSTEMS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(unaudited - in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
September 30,
1996 1995
------- -------
<S> <C> <C>
Weighted-average number of common shares 7,946 7,861
Dilutive effect of outstanding stock options 25 117
-- ---
Weighted-average number of common and common
equivalent shares outstanding 7,971 7,978
----- -----
Net income $2,327 $3,254
====== ======
Net income per common and common equivalent share $0.29 $0.41
===== =====
</TABLE>
16
<PAGE> 1
Exhibit 15
November 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that MICROS Systems, Inc. has incorporated by reference our report
dated November 12, 1996 (issued pursuant to the provisions of Statement on
Auditing Standards No. 71) in the Prospectus constituting part of its
Registration Statements on Forms S-8 (No. 333-05125, No. 33-69782, No. 33-44481
and No. 33-33535). We are also aware of our responsibilities under the
Securities Act of 1933.
Yours very truly,
PRICE WATERHOUSE LLP
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AND RELATED STATEMENT OF INCOME AS OF
SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
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0
0
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</TABLE>
