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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 13, 1996 (November 30, 1995)
-------------------------------------
Date of Report (Date of earliest event reported):
MICROS SYSTEMS, INC.
--------------------
(Exact name of registrant as specified in its charter)
Maryland 0-9993 52-1101488
-------- ------ ----------
(State of Incorporation) (Commission File Number) (IRS Employer-
Identification No.)
12000 Baltimore Avenue, Beltsville, MD 20705
---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
301-210-6000
------------
(Registrant's telephone number)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
As previously disclosed in a Current Report on Form 8-K, filed
on December 14, 1995, a wholly-owned subsidiary of MICROS Systems, Inc.
("MICROS" or the "Company") had purchased Fidelio Software GmbH of Germany
("Fidelio"), the leading information systems provider for the global hotel
industry. MICROS, which had owned 30% of Fidelio, purchased the remaining 70%
of stock for approximately $28,800,000, effective December 1, 1995. The
financial statements of Fidelio and proforma financial information relating to
the acquisition, required to be filed in connection with the acquisition
pursuant to Items 7(a) and (b) of Form 8-K, are included herewith. The
unaudited proforma condensed balance sheet at September 30, 1995 attached
hereto as an exhibit, gives effect to the Fidelio acquisition as if it had
occurred at September 30, 1995. The unaudited proforma condensed combined
statements of operations for the three months ended September 30, 1995 and the
year ended June 30, 1995 attached hereto as an exhibit give effect to the
Fidelio acquisition as if it had been consummated at the beginning of the
earliest period presented. The unaudited proforma financial data attached
hereto as an exhibit should be read in conjunction with the notes thereto.
The unaudited proforma condensed financial statements do not purport to
represent what the MICROS' results of operations or financial position actually
would have been had such transactions and events occurred on the dates
specified, or to project MICROS' results of operations or financial position
for any future period or date. The proforma adjustments are based upon
available information and certain adjustments that management of MICROS
believes are reasonable. In the opinion of management of MICROS, all
adjustments have been made that are necessary to present fairly the following
unaudited proforma financial data.
Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Financial Statements of Acquired Business, as
required by Item 7(a).
99.2 Proforma Financial Information, as required by Item
7(b).
<PAGE> 3
SIGNATURES
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.
Date: February 13, 1996 MICROS SYSTEMS, INC.
--------------------
(Registrant)
By: /s/ GARY C. KAUFMAN
-------------------
Gary C. Kaufman, Vice President Finance
and Administration/Chief Financial Officer
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
99.1 Financial Statements of Acquired Business.
99.2 Proforma Financial Information.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
FIDELIO SOFTWARE GMBH
MUNICH
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<PAGE> 2
REPORT OF INDEPENDENT ACCOUNTANTS
February 9, 1996
To the Board of Directors
and Shareholders of
Fidelio Software GmbH
Dear Sirs,
We have examined the accompanying consolidated balance sheets of Fidelio
Software GmbH and its subsidiaries as of December 31, 1994 and 1993 and the
related consolidated statement of income for the two years ended December 31,
1994, all expressed in Deutsche Marks. Our examinations of these statements
were made in accordance with auditing standards generally accepted in Germany
and the United States and, accordingly, included such tests of the accounting
records and such other auditing procedures as we considered necessary in the
circumstances.
In our opinion, the consolidated financial statements referred to above present
fairly the financial position of Fidelio Software GmbH and its subsidiaries at
December 31, 1994 and 1993, and the results of their operations for each of the
two years ended December 31, 1994, in conformity with accounting principles
generally accepted in Germany, consistently applied.
Accounting principles generally accepted in Germany vary in certain significant
respects from accounting principles generally accepted in the United States.
The application of the latter would have affected the determination of
consolidated net income expressed in Deutsche Marks for each of the two years
ended December 31, 1994 and the determination of consolidated shareholders'
equity and consolidated financial position also expressed in Deutsche Marks at
December 31, 1994 and 1993 to the extent summarized in Note 7 to the
consolidated financial statements.
Dr H. Maerz
Wirtschaftsprufer
Allrevision Allgemeine Revisions-
und Beratungsgesellschaft mbH
Wirtschaftsprufungsgesellschaft
<PAGE> 3
FIDELIO SOFTWARE GMBH, MUNICH
CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
A S S E T S
31.12.1994 31.12.1993
----------------------- ----------
DM DM KDM
-- -- ---
<S> <C> <C> <C>
Fixed Assets
- ------------
Intangible fixed assets
- - Goodwill 116 977.11 83
- - Trademarks and licences 340 625.00 443
- - Software 179 865.53 125
-------------- ------
637 467.64 651
------
Tangible fixed assets
- - Land and buildings 609 966.00 688
- - Furniture and equipment 2 386 969.33 2 021
-------------- ------
2 996 935.33 2 709
------
Financial assets
- - Shares in affiliated companies 1.00 -
- - Shares in associated companies 131 393.77 15
- - Investments 27 957.43 28
- - Security investments 3 600.00 4
-------------- ------
162 952.20 47
------------- ------
3 797 355.17 3 407
Current Assets
- --------------
Inventories
- - Work in process 211 656.00 -
- - Goods and services not yet invoiced 862 951.00 -
- - Finished goods and merchandise 1 340 588.54 1 361
-------------- ------
2 415 195.54 1 361
------
Receivables and other assets
- - Trade receivables 11 551 779.80 10 260
- - Receivables from affiliates 592 375.02 29
- - Receivables from associated companies 575 704.06 406
- - Receivables from shareholders - 20
- - Other assets 480 623.25 412
-------------- ------
13 200 482.13 11 127
------
Cash and bank balances 1 820 597.13 2 193
------------- ------
17 436 274.80 14 681
------------- ------
PREPAID EXPENSES 230 993.22 148
------------- ------
21 464 623.19 18 236
============= ======
</TABLE>
<PAGE> 4
FIDELIO SOFTWARE GMBH, MUNICH
CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
EQUITY AND LIABILITIES
31.12.1994 31.12.1993
--------------------- -------
DM DM KDM
-- -- ---
<S> <C> <C> <C>
EQUITY
Subscribed capital 200 000.00 200
Retained earnings 2 911 932.69 2 400
------------ ------
3 111 932.69 2 600
------
Minority interest 282 585.94 200
- - of which share of net income DM 23,423.24
(prior year: KDM 82)
Foreign currency translation - 103 082.65 4
------------- ------
3 291 435.98 2 804
------
ACCRUALS
Tax accruals 4 385 531.56 1 572
Other accruals 2 553 299.11 1 592
------------- ------
6 938 830.67 3 164
------
LIABILITIES
Liabilities to banks 279 335.91 27
Advance payments received 2 041 286.37 1 327
Accounts payable trade 2 144 896.23 2 882
Notes payable 1 198 865.35 642
Payables to affiliates 422 088.85 -
Liabilities to shareholders 3 012 852.37 5 010
Other liabilites 1 375 332.50 1 797
------------ ------
10 474 657.58 11 685
------
DEFERRED INCOME 759 698.96 583
------------- ------
21 464 623.19 18 236
============= ======
</TABLE>
<PAGE> 5
FIDELIO SOFTWARE GMBH, MUNICH
CONSOLIDATED INCOME STATEMENT FOR THE
YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
----------------------- -------
DM DM TDM
-- -- ---
<S> <C> <C> <C>
Sales 48 881 157.49 36 578
Increase in finished and semi-finished goods 211 656.00 -
--------------- --------
49 092 813.49 36 578
--------------- --------
Other operating income 523 265.87 409
--------------- --------
49 616 079.36 36 987
--------
Cost of materials
- - Cost of purchased goods - 12 789 186.06 - 10 025
- - Cost of purchased services - 342 222.04 -
--------------- --------
- 13 131 408.10 - 10 025
--------------- --------
Personnel expenses
- - Salaries and wages - 14 070 080.98 - 11 271
- - Social security costs - 2 062 688.67 - 1 248
--------------- --------
- 16 132 769.65 - 12 519
--------------- --------
Depreciation on intangible
and tangible fixed assets - 1 237 816.36 - 898
Other operating expenses - 12 181 711.34 - 9 617
--------------- --------
- 42 683 705,45 - 33 059
--------------- --------
6 932 373.91 3 928
--------------- --------
Other interest and similar income 141 598.51 60
Losses from associated companies - 40 496.23 -
Interest and similar expenses - 524 743.83 - 461
--------------- --------
- 423 641.55 - 401
--------------- --------
Profit from ordinary activities 6 508 732.36 3 527
Taxes on income - 3 025 072.71 - 1 465
Other taxes - 48 317.05 -
--------------- --------
Consolidated net income 3 435 342.60 2 062
Minority interest - 23 423.24 - 82
Retained earnings brought forward 600 013.33 420
--------------- --------
4 011 932.69 2 400
Dividends - 1 100 000.00 -
--------------- --------
Retained earnings carried forward 2 911 932.69 2 400
=============== ========
</TABLE>
<PAGE> 6
FIDELIO SOFTWARE GMBH
MUNICH
FREE TRANSLATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1994 AND 1993
1. COMPANIES INCLUDED IN THE CONSOLIDATION
The following subsidiaries of Fidelio Software GmbH have been included
in the consolidated financial statements:
<TABLE>
<CAPTION>
% of share capital % of share capital
------------------ ------------------
1994 1993
---- ----
<S> <C> <C>
Fidelio Iberia S.L. Spain 99.8% 99.8%
Fidelio Software Portugal LDA, Portugal 95% -
Fidelio Software Thailand Co, Ltd., Thailand 85% 85%
Fidelio Software Ltd., Hong Kong 80% 80%
Fidelio Software Pte Ltd., Singapore 80% 80%
Fidelio Software Pty Ltd, Australia 63% 51%
Fidelio Italia Srl, Italy 51% 51%
Fidelio Academy S.A., Switzerland 51% -
</TABLE>
In accordance with Par. 311 (1) of the German Commercial Code, the
following have been treated as associated companies in the
consolidated financial statements in 1994:
<TABLE>
<CAPTION>
% of share capital % of share capital
------------------ ------------------
1994 1993
---- ----
<S> <C> <C>
Fidelio India Private Ltd, India 50% -
Fidelio France S.A., France 20% 20%
</TABLE>
Fidelio Nextware GmbH, Berlin, a 100% subsidiary of Fidelio Software
GmbH, has not been included in accordance with Par. 296 (2) of the
German Commercial Code due to immateriality.
<PAGE> 7
FIDELIO SOFTWARE GMBH PAGE 2
FREE TRANSLATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - DECEMBER 31, 1994 AND 1993
2. PRINCIPLES OF CONSOLIDATION
The consolidation has been performed under the book value method.
According to this method, the acquisition costs of subsidiaries are
offset against the respective share capital of these companies.
Remaining differences are treated as goodwill.
The capital consolidation is made at the time of acquisition or
formation of the company, or at the balance sheet date on which the
subsidiary is first included in the consolidation.
Associated companies are consolidated under the equity method. Under
this method, the investment is included in the consolidated balance
sheet at the value corresponding to share of the associated company's
net equity.
Associated companies are first included in the consolidation at the
date of formation.
Receivables and payables balances as well as sales and cost of
materials between companies included in the consolidation have been
eliminated.
Intercompany profits generated on transactions between group companies
have been eliminated to the extent necessary.
The balance sheets and income statements of foreign subsidiaries have
been translated at the rate ruling at the balance sheet date. Equity
has been translated at historical rates. Differences arising from this
treatment have been shown directly in the equity section under the
heading "Foreign currency translation".
The balance of all other foreign exchange differences arising from
rate changes are disclosed under the heading other operating expense
and other income.
3. ACCOUNTING PRINCIPLES
The same accounting principles adopted by Fidelio Software GmbH have
been applied to all of the subsidiaries included in the consolidation.
The classification of the balance sheet and income statement headings
is in accordance with Par. 266 and 275 (2) of the German Commercial
Code.
Purchased intangible and tangible fixed assets are capitalised at
acquisition or manufactured cost, and are depreciated under the
straight-line method over their economic useful lives.
Additions to tangible fixed assets in the first half of the financial
year are depreciated with the full yearly rate; additions in the
second half of the year with half of the full yearly rate. Low value
assets, costing individually less than DM 800, are depreciated in full
in the year of acquisition.
The depreciation rates adopted by the group are as follows:
Intangible fixed assets:
EDP Software 20% and 33.3%
Trademarks 12.5%
Licences 25%
Tangible fixed assets:
Buildings 5%
Leasehold Improvements 10%
Computer Systems 20%
Motor vehicles 20%
Other furniture and equipment 10% - 33.3%
<PAGE> 8
FIDELIO SOFTWARE GMBH PAGE 3
FREE TRANSLATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - DECEMBER 31, 1994 AND 1993
Financial assets are valued at historical acquisition cost. The shares
in Fidelio Nextware GmbH are valued at the lower market value.
Inventories are valued at the lower of cost (acquisition or
manufactured) or market value. Manufactured cost includes, in addition
to direct costs, also indirect materials and labour costs. The
valuation of goods and services not yet invoiced is shown at sales
price.
Accounts receivable and other assets are valued at their nominal value
and liabilities at the repayment amount. Reserves for bad and doubtful
debts have been made to cover specific risks and the general credit
risk.
The share of equity belonging to outside shareholders has been
classified as minority interest within the equity section of the
balance sheet.
Accruals cover all known risks and uncertain liabilities at the
balance sheet date.
Assets and liabilities denominated in foreign currency are translated
at the rate ruling at the date of the transaction. At the balance
sheet date, a lower or higher rate has been applied to ensure a
valuation at the lower of cost or market value.
<PAGE> 9
FIDELIO SOFTWARE GMBH PAGE 4
FREE TRANSLATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - DECEMBER 31, 1994 AND 1993
4. COMMENTS ON THE BALANCE SHEET
a. Fixed Assets
The movements in the individual categories of fixed assets and
the depreciation for the year are shown in the Fixed Asset
Movement Schedule.
b. Shares in Affiliated Companies
Shares in Affiliated Companies relate to the 100% share in
Fidelio Nextware GmbH, Berlin.
c. Accounts receivable and other assets
Of the accounts receivable and other assets, DM 41,776.97
(1993: 29,151.78) are due after more than one year.
d. Equity
As a result of the advanced dividend in December 1994, the
balance sheet has been prepared taking into consideration a
partial utilization of the net income for the year.
The retained earnings have developed as follows:
<TABLE>
<CAPTION>
1994 1993
---- ----
DM KDM
-- ---
<S> <C> <C>
Retained Earnings brought forward
- January 1 2,400,013.34 420
Dividend for 1993 in 1994 - 1,800,000.01 -
-------------- -----
600,013.33 420
Net income 1994 (excluding minority
interest) 3,411,919.36 1,980
Advanced Dividend - 1,100,000.00 -
-------------- -----
2,911,932.69 2,400
============== =====
</TABLE>
<PAGE> 10
FIDELIO SOFTWARE GMBH PAGE 5
FREE TRANSLATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - DECEMBER 31, 1994 AND 1993
e. Liabilities
<TABLE>
<CAPTION>
1994 1993
---- ----
DM KDM
-- ---
<S> <C> <C>
Due within one year 7,446,031.84 6,681,256.43
Due between one and five years 28,625.74 5,003,550.00
Due after more than five years 3,000,000.00 -
------------- -------------
10,474,657.58 11,684,806.43
============= =============
</TABLE>
f. Contingencies
At December 31, 1994, there existed a credit guaranty in the
amount of DM 190,000 in favour of a third party sales company.
5. COMMENTS ON THE INCOME STATEMENT
a. Sales
Sales are split geographically as follows:
<TABLE>
<CAPTION>
1994 1993
---- ----
DM million DM million
---------- ----------
<S> <C> <C>
Domestic 27,582 21,200
Other Europe 4,814 8,500
Other foreign countries 16,485 6,900
------ ------
48,881 36,600
====== ======
</TABLE>
<PAGE> 11
FIDELIO SOFTWARE GMBH PAGE 6
FREE TRANSLATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - DECEMBER 31, 1994 AND 1993
b. Income Taxes
In calculating the tax expense for the year, the advanced
dividend amounting to DM 1,100,000 was taken into
consideration. In addition, it was assumed that a further final
dividend for 1994 would be made amounting to DM 2,674,000.
6. OTHER DISCLOSURES
a. Other financial commitments
Leases and rent for office space, leased office equipment and
motor vehicles are expected to amount to approximately KDM
2,000 in 1995. The lease payments are due according to the
individual lease terms of the regular lease agreements.
b Number of employees
The group employed on average 214 staff during the 12 months
prior to the balance sheet date. This was made up as follows:
<TABLE>
<S> <C>
Administration 86
Research and Development 35
Purchases and Sales 93
--------
214
=======
</TABLE>
c. Management
During the financial year, Mr Dietmar Muller was general
manager of the parent company with sole signatory rights.
<PAGE> 12
FIDELIO SOFTWARE GMBH PAGE 7
FREE TRANSLATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - DECEMBER 31, 1994 AND 1993
d. Supervisory Board
Members of the supervisory board during 1994 were as follows:
Chairman Dietrich von Boetticher
Deputy Chairman Dr Bodo Hasse
Other members Werner Bruhin
Bernhard Jammet
Franz Freiherr von Perfall
The members of the supervisory board did not receive any
remuneration for 1994 or 1993.
Munich, July 10, 1995 Fidelio Software GmbH
Management
Dietmar Muller
<PAGE> 13
FIDELIO SOFTWARE GMBH PAGE 8
FREE TRANSLATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - DECEMBER 31, 1994 AND 1993
7. SIGNIFICANT DIFFERENCES BETWEEN GERMAN AND UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES
The Fidelio Software GmbH consolidated financial statements comply
with German GAAP, which differs in certain significant respects from
U.S. GAAP. The significant differences that affect the consolidated
net income and shareholders' equity of Fidelio Software GmbH are set
out below.
a. Accounting for Software Development Costs
Under German GAAP, the ongoing costs of developing the software
are expensed in the year in which incurred. Under U.S. GAAP, as
defined by Financial Accounting Standards Board Statement No.
86, software development costs should be capitalised in the
year incurred, to the extent that they fulfill certain criteria
concerning technological feasibility of the software product,
and amortised over the economic life of that product.
Fidelio Software GmbH has, over the years, developed a number
of core products for the Hotel Industry which are referred to
as Front Office, Back Office, Sales and Marketing, and Catering
and Beverage. These products are subject to continual updating,
whereby, in most cases, the products gain significant enhanced
functionality. The company has performed an analysis of
development costs incurred over the past years relating to the
core products, significant add-on modules and enhanced
functionality features. In determining the costs, the company
has taken into consideration the salary and related benefits of
the programmers, and related direct overheads.
In view of the nature of the software and the market, the
company has determined that, for the purposes of reporting
under U.S. GAAP, an amortisation period of 3 years from the
year in which the costs are capitalised is appropriate, applied
on a straight-line basis. This method of amortisation
approximates the useful lives of the products.
b. Accounting for shares in associated companies
As shown in Note 1 to the consolidated financial statements,
Fidelio Software GmbH holds 20% in Fidelio France S.A., a
company incorporated in France. In the year ended December 31,
1993, the investment was accounted for at cost. In 1994, the
investment was accounted for under the equity method.
Under U.S. GAAP, the equity method would also have been applied
to the investment in 1993.
c. Foreign Currency Translation
The Group's accounting policies with respect to foreign
currency translation are disclosed in Notes 2 and 3. Under U.S.
GAAP, in accordance with SFAS No. 52 "Foreign Currency
Translation" , assets and liabilities denominated in a foreign
currency are recorded at period end rates with any resulting
unrealized exchange gain or loss recognized in the income
statement. The balance sheets of foreign subsidiaries are
translated at period-end rates, and income statements are
translated using average rates during the period, to the extent
that the functional currencies of the foreign subsidiaries are
deemed to be the local currencies of the countries in which
they operate.
It has been determined that the functional currencies of the
subsidiaries of Fidelio Software GmbH are the local currencies.
The differences arising in net income and retained earnings
between the application of the foreign currency accounting
policies adopted by the group in the consolidated financial
statements under German GAAP, and those under U.S. GAAP, have
been determined to be immaterial, and have therefore been
disregarded in the U.S. GAAP reconciliation which follows.
d. Deferred Taxes
<PAGE> 14
FIDELIO SOFTWARE GMBH PAGE 9
FREE TRANSLATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - DECEMBER 31, 1994 AND 1993
Under German GAAP, deferred tax assets and liabilities are
generally recognized for the elimination of intercompany
profits. Other deferred taxes are calculated based on the
liability method but are recognized only to the extent that
consolidated deferred tax liabilities exceed deferred tax
assets. Under U.S. GAAP, as prescribed by SFAS 109 "Accounting
for Income Taxes", deferred taxes are recognized for all
temporary differences including operating losses carried
forward using the liability method based on enacted tax rates.
The deferred tax adjustment included in the following
reconciliation to U.S. GAAP also includes the income tax
effects of the above U.S. GAAP adjustments, where appropriate.
<PAGE> 15
FIDELIO SOFTWARE GMBH PAGE 10
FREE TRANSLATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - DECEMBER 31, 1994 AND 1993
RECONCILIATION TO U.S. GAAP
The following is a summary of the significant adjustments to net
income for the years 1994 and 1993 and to shareholders' equity at
December 31, 1994 and 1993 which would be required if U.S. GAAP had
been applied in the consolidated financial statements instead of
German GAAP. All amounts are stated in thousands of Deutsche Marks
(KDM).
<TABLE>
<CAPTION>
1994 1993
---- ----
KDM KDM
--- ---
<S> <C> <C>
Net income as reported in the consolidated income
statements under German GAAP 3,435 2,062
Income applicable to minority interests - 23 - 82
------ ------
Adjusted net income under German GAAP 3,412 1,980
Adjustments required to conform with U.S. GAAP:
Software development costs 423 - 109
Equity share of losses in associated company 44 - 44
Deferred taxes - 220 224
------ ------
Net income in accordance with U.S. GAAP 3,659 2,051
====== ======
Shareholders' equity as reported in the consolidated
balance sheets under German GAAP 3,291 2,804
less: Minority interest - 283 - 200
------ ------
Adjusted shareholders' equity 3,008 2,604
Adjustments required to conform with U.S. GAAP:
Software development costs 2,325 1,902
Equity share of losses in associated company - - 44
Deferred taxes - 949 - 729
------ ------
Shareholders' Equity in accordance
with U.S. GAAP 4,384 3,733
====== ======
</TABLE>
<PAGE> 16
FIDELIO SOFTWARE GMBH
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED
DECEMBER 31, 1994
<TABLE>
<CAPTION>
DM
--
<S> <C>
OPERATING ACTIVITIES
Net income 3 435 343
Adjustments for items not involving cash movements:
Depreciation on intangible and tangible assets 1 237 816
Changes in foreign currency translation - 106 850
------------
4 566 309
Funds generated in the movement in net current assets 1 265 396
------------
Funds generated by operating activities 5 831 705
------------
INVESTING ACTIVITIES
Capital expenditures - 1 674 462
Purchase of shares in associated companies - 157 000
Profit on sale of tangible and intangible assets 203 358
Minority interest in new companies 58 981
------------
Funds used in investing activities - 1 569 123
------------
FINANCING ACTIVITIES
Decrease in long-term liabilities - 1 974 924
Increase in long-term receivables - 12 625
Dividends paid - 2 900 000
------------
Funds used in financing activities - 4 887 549
------------
Net decrease in cash and bank balances - 624 967
Net funds at beginning of the year 2 166 228
------------
Net funds at end of year 1 541 261
============
</TABLE>
<PAGE> 17
FIDELIO SOFTWARE GMBH
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED
DECEMBER 31, 1994
<TABLE>
<CAPTION>
DM
--
<S> <C>
FUNDS GENERATED IN THE MOVEMENT IN NET CURRENT ASSETS
Increase/(Decrease) in current assets:
Inventories 1 054 371
Short-term receivables and other assets 2 061 156
Prepaid expenses 83 081
------------
3 198 608
------------
(Increase)/Decrease in current liabilities:
Accruals - 3 774 600
Short-term liabilities - 513 063
Deferred income - 176 341
------------
- 4 464 004
------------
Funds generated in the movement in net current assets - 1 265 396
============
</TABLE>
The above consolidated statement of cash flows conforms to the format usually
presented in Germany, although a statement of cash flows is not required by
German GAAP to be provided as part of the financial statements. It does not
comply in all respects with the provisions of SFAS 95 "Statement of Cash
Flows". In particular:
- - Interest and income taxes paid during the year are not disclosed as
supplemental disclosures of cash flow information
- - Foreign currency cash flows have not been treated fully in accordance
with SFAS 95, as information on certain cash flows of foreign
subsidiaries is not available.
- - A Statement of cash flows for the year ended December 31, 1993 is not
presented, as the information is not available.
<PAGE> 18
FIDELIO SOFTWARE GMBH, MUNICH
CONSOLIDATED SCHEDULE OF FIXED ASSETS 1994
<TABLE>
<CAPTION>
C o s t
-------------------------------------------------------------------------
Balance Balance
1.1.1994 Additions Disposals Transfers 31.12.1994
-------- --------- --------- --------- ----------
DM DM DM DM DM
-- -- -- -- --
<S> <C> <C> <C> <C> <C>
INTANGIBLE
FIXED ASSETS
Goodwill 85 657.41 39 888.11 - - 125 545.52
Trademarks, Licences 545 000.00 - - - 545 000.00
Software 418 956.48 166 584.90 786.36 - 584 755.02
----------------- ---------------- --------------- ------------- ----------------
1 049 613.89 206 473.01 786.36 - 1 255 300.54
----------------- ---------------- --------------- ------------- ----------------
TANGIBLE
FIXED ASSETS
Land and buildings 709 852.50 - 60 952.50 - 648 900.00
Leashold improvements 297 898.96 211 618.32 11 102.86 - 498 414.42
Furniture and equipment
computer systems 2 043 652.35 788 353.74 39 901.17 69 384.22 2 861 489.14
Motor vehicles 324 246.23 161 106.39 159 634.23 - 44 912.07 280 806.32
Other furniture and
equipment 658 813.91 112 895.98 58 541.81 - 24 472.15 688 695.93
Low value assets 1.00 194 014.58 194 014.58 - 1.00
----------------- ---------------- --------------- ------------- ----------------
4 034 464.95 1 467 989.01 524 147.15 - 4 978 306.81
----------------- ---------------- --------------- ------------- ----------------
FINANCIAL ASSETS
Shares in affiliated
companies 100 002.33 - 2.33 - 100 000.00
Shares in associated
companies - 157 000.00 - 14 890.00 171 890.00
Investments 42 847.43 - - - 14 890.00 27 957.43
Security investments 3 600.00 - - - 3 600.00
----------------- ---------------- --------------- ------------- ----------------
146 449.76 157 000.00 2.33 - 303 447.43
----------------- ---------------- --------------- ------------- ----------------
5 230 528.60 1 831 462.02 524 935.84 - 6 537 054.78
================= ================ =============== ============= ================
</TABLE>
<TABLE>
<CAPTION>
Accumulated Depreciation
-----------------------------------------------------------------------
Balance Balance
1.1.994 Depreciation Disposals Transfers 31.12.1994
------- ------------ --------- --------- ----------
DM DM DM DM DM
-- -- -- -- --
<S> <C> <C> <C> <C> <C>
INTANGIBLE
FIXED ASSETS
Goodwill 2 858.41 5 710.00 - - 8 568.41
Trademarks, Licences 102 187.50 102 187.50 - - 204 375.00
Software 293 271.26 112 069.87 451.64 - 404 889.49
--------------- --------------- --------------- ------------- -----------------
398 317.17 219 967.37 451.64 - 617 832.90
--------------- --------------- --------------- ------------- -----------------
TANGIBLE
FIXED ASSETS
Land and buildings 21 295.58 19 467.00 1 828.58 - 38 934.00
Leashold improvements 23 402.42 76 579.87 5 294.20 - 94 688.09
Furniture and equipment
computer systems 939 694.59 510 759.52 25 111.55 45 210.04 1 470 552.60
Motor vehicles 105 235.37 48 917.51 69 123.47 - 21 910.55 63 118.86
Other furniture and
equipment 235 517.18 127 614.28 25 754.04 - 23 299.49 314 077.93
Low value assets - 194 014.58 194 014.58 - -
--------------- --------------- --------------- ------------- -----------------
1 325 145.14 977 352.76 321 126.42 - 1 981 371.48
--------------- --------------- --------------- ------------- -----------------
FINANCIAL ASSETS
Shares in affiliated
companies 99 999.00 - - - 99 999.00
Shares in associated
companies - 40 496.23 - - 40 496.23
Investments - - - - -
Security investments - - - - -
--------------- --------------- --------------- ------------- -----------------
99 999.00 40 496.23 - - 140 495.23
--------------- --------------- --------------- ------------- -----------------
1 823 461.31 1 237 816.36 321 578.06 - 2 739 699.61
=============== ================= ================ ============= =================
</TABLE>
<TABLE>
<CAPTION>
Net Book Value
----------------------------
31.12.1994 31.12.1993
---------- ----------
DM DM
-- --
<S> <C> <C>
INTANGIBLE
FIXED ASSETS
Goodwill 116 977.11 82 799.00
Trademarks, Licences 340 625.00 442 812.50
Software 179 865.53 125 685.22
-------------- -----------------
637 467.64 651 296.72
-------------- -----------------
TANGIBLE
FIXED ASSETS
Land and buildings 609 966.00 688 556.92
Leashold improvements 403 726.33 274 496.54
Furniture and equipment
computer systems 1 390 936.54 1 103 957.76
Motor vehicles 217 687.46 219 010.86
Other furniture and
equipment 374 618.00 423 296.73
Low value assets 1.00 1.00
-------------- -----------------
2 996 935.33 2 709 319.81
-------------- -----------------
FINANCIAL ASSETS
Shares in affiliated
companies 1.00 3.33
Shares in associated
companies 131 393.77 -
Investments 27 957.43 42 847.43
Security investments 3 600.00 3 600.00
-------------- -----------------
162 952.20 46 450.76
-------------- -----------------
3 797 355.17 3 407 067.29
============== =================
</TABLE>
<PAGE> 1
EXHIBIT 99.2
MICROS SYSTEMS, INC.
PROFORMA CONDENSED COMBINED BALANCE SHEET-SEPTEMBER 30, 1995
(UNAUDITED - DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
HISTORICAL HISTORICAL PROFORMA COMPANY
ASSETS MICROS SYSTEMS FIDELIO (a) ADJUSTMENTS PROFORMA
-------------- ------- ----------- --------
<S> <C> <C> <C> <C>
CASH/SHORT TERM INVESTMENTS 24,651 1,018 (1,718) (b) 16,173
(7,778) (d)
ACCOUNTS RECEIVABLE, NET 28,516 13,468 (1,219) (f) 40,765
INVENTORIES 14,136 907 (75) (e) 14,968
PREPAID EXPENSES & OTHER CURRENT ASSETS 6,089 3,031 (1,074) (b) 8,046
------------------- --------- ----------------- -------------
TOTAL CURRENT ASSETS 73,392 18,424 (11,864) 79,952
PROPERTY, PLANT AND EQUIPMENT, NET 11,381 2,615 13,996
OTHER ASSETS 1,506 524 2,030
DEFERRED INCOME TAXES 6,647 (g) 6,647
INVESTMENTS IN AFFILIATES & RELATED GOODWILL 8,287 4,059 (3,513) (c) 19,671
14,838 (d)
(4,000) (d)
CAPITALIZED SOFTWARE COSTS & OTHER INTANGIBLES 4,239 2,789 840 (d) 10,658
1,190 (d)
1,600 (d)
PURCHASED INCOMPLETE SOFTWARE TECHNOLOGY 14,770 (d) --
(14,770) (g)
------------------- --------- ----------------- -------------
TOTAL ASSETS 98,805 28,411 5,738 132,954
=================== ========= ================= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
ACCOUNTS PAYABLE/ACCRUED EXPENSES 27,015 4,754 (1,219) (f) 30,550
CURRENT PORTION OF LONG TERM DEBT 382 154 20,742 (d) 21,278
SHAREHOLDERS LOANS - 2,792 (2,792) (b) -
OTHER CURRENT LIABILITIES 6,749 13,289 1,640 (d) 21,678
------------------- --------- ----------------- -------------
TOTAL CURRENT LIABILITIES 34,146 20,989 18,371 73,506
LONG TERM DEBT, NET OF CURRENT PORTION 6,163 2,585 8,748
NON CURRENT LIABILITIES - - -
DEFERRED INCOME TAXES PAYABLE 933 922 (922) (d) 933
MINORITY INTEREST 421 402 823
------------------- --------- ----------------- -------------
TOTAL LIABILITIES 41,663 24,898 17,449 84,010
COMMON STOCK 197 138 (138) (c) 197
CAPITAL IN EXCESS OF PAR 15,031 - - 15,031
RETAINED EARNINGS 40,656 3,325 (3,325) (c) 32,458
(8,124) (g)
(75) (e)
ACCUMULATED FOREIGN CURRENCY TRANSLATION
ADJUSTMENTS 1,258 50 (50) (c) 1,258
------------------- --------- ----------------- -------------
TOTAL SHAREHOLDERS' EQUITY 57,142 3,513 (11,712) 48,944
------------------- --------- ----------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 98,805 28,411 5,738 132,954
=================== ========= ================= =============
</TABLE>
<PAGE> 2
MICROS SYSTEMS, INC.
BALANCE SHEET - PROFORMA ADJUSTMENT NOTES
(a) Statement of financial position (unaudited) of Fidelio at September 30,
1995 has been translated into U.S. dollars using the exchange rate at DM .6830
to $1 U.S., the rate in effect at that date. Historical Fidelio amounts
include the proforma effects of its acquisition of Executive Technologies which
occurred in October 1995
(b) Represents the repayment and elimination of shareholder loans
(c) Eliminate equity of Fidelio
(d) The purchase of Fidelio is reflected:
Cash paid (7,778)
Debt incurred (20,742)
Liabilities incurred (1,640)
Fair value adjustments:
Fidelio's goodwill (4,000)
Fidelio's deferred taxes 922
Customer base 840
Trademarks 1,190
Capitalized software 1,600
Purchased incomplete 14,770
software technology
Excess of purchase price over
fair value of net assets acquired 14,838
(e) Represents the elimination of after-tax gross profit in inventory related
to intercompany sales
(f) Eliminate intercompany payable/receivable
(g) Purchased incomplete software technology written off at time of acquisition
is excluded from the proforma condensed statements of operations and reflected
as a reduction of retained earnings, net of tax benefit, in the proforma
condensed balance sheet.
<PAGE> 3
MICROS SYSTEMS, INC.
PROFORMA CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1995
(UNAUDITED - DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
HISTORICAL HISTORICAL PROFORMA COMPANY
MICROS SYSTEMS FIDELIO (a) ADJUSTMENTS PROFORMA
-------------- ------- ----------- --------
<S> <C> <C> <C> <C>
Revenues $ 112,021 $ 50,232 $ (4,140) (g) $ 158,113
Cost of Sales 56,263 23,642 (3,940) (g) 76,071
106 (b)
------------ --------- ------------ ------------
Gross Margin 55,758 26,590 (306) 82,042
Selling, general and administrative expense 32,817 19,907 52,724
Research and development expenses 4,758 320 5,078
Purchased incomplete software technology (d) -- --
Depreciation and amortization 1,640 1,139 2,531 (c) 5,310
------------ --------- ---------- ----------
Income from operations 16,543 5,224 (2,837) 18,930
Non operating income (expense) 1,133 (680) (1,546) (e) (1,339)
(175) (f)
(71) (h)
------------ --------- ---------- ----------
Income before taxes and equity in 17,676 4,544 (4,629) 17,591
net earnings of affiliates
Income taxes 6,175 2,392 (2,083) (i) 6,484
------------ --------- ---------- ----------
Income before equity in net earnings 11,501 2,152 (2,546) 11,107
of affiliates
Equity in net earnings of affiliates 77 14 (j) 91
------------ --------- ---------- ----------
Net income $ 11,578 $ 2,152 $ (2,532) $ 11,198
============ ========= ========== ==========
Net income per share $ 1.46 $ 1.41
============ ==========
Weighted average
shares outstanding 7,952 7,952
============ ==========
</TABLE>
<PAGE> 4
MICROS SYSTEMS, INC.
PROFORMA CONDENSED STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1995
(UNAUDITED - DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
HISTORICAL HISTORICAL PROFORMA COMPANY
MICROS SYSTEMS FIDELIO (a) ADJUSTMENTS PROFORMA
-------------- ------- ----------- --------
<S> <C> <C> <C> <C>
Revenues $ 32,360 $ 16,212 $ (1,787) (g) $ 46,785
Cost of Sales 16,399 8,986 (1,587) (g) 23,795
(3) (b)
------------ --------- ---------- ----------
Gross Margin 15,961 7,226 (197) 22,990
Selling, general and administrative expense 9,560 4,862 14,422
Research and development expenses 1,368 131 1,499
Purchased incomplete software technology (d) -- --
Depreciation and amortization 519 408 633 (c) 1,560
------------ --------- ---------- ----------
Income from operations 4,514 1,825 (830) 5,509
Non operating income (expense) 77 (9) (386) (e) (318)
------------ ------------- ---------- ----------
Income before taxes and equity in 4,591 1,816 (1,216) 5,191
net earnings of affiliates
Income taxes 1,627 626 (547) (i) 1,706
------------ --------- ---------- ----------
Income before equity in net earnings 2,964 1,190 (669) 3,485
of affiliates
Equity in net earnings of affiliates 290 0 (383) (j) (93)
------------ --------- ---------- ----------
Net income $ 3,254 $ 1,190 $ (1,052) $ 3,392
============ ========= ========== ==========
Net income per share $ 0.41 $ 0.43
============ ==========
Weighted average
shares outstanding 7,978 7,978
============ ==========
</TABLE>
<PAGE> 5
MICROS SYSTEMS, INC.
STATEMENT OF OPERATIONS - PROFORMA ADJUSTMENT NOTES
(a) Statements of operations (unaudited) for the twelve months ending June 30,
1995 and three months ending September 30, 1995 of Fidelio have been translated
into U.S. dollars using the average exchange rates for the periods of DM .6652
to $1 U.S. and DM .7098 to $1 U.S., respectively. Historical Fidelio amounts
include the proforma effects of its acquisitions of Executive Technologies and
Nordic Team which occurred in October, 1995 and March, 1995, respectively
(b) Incremental amortization of capitalized software development costs
amortized over four years
(c) Amortization of goodwill over nine years (includes amortization
of goodwill previously accounted for in equity accounting being eliminated in
(j) below), customer base over seven years and trademark over nine years
(d) Purchased incomplete software technology written off at the time of
acquisition is excluded from the proforma condensed statements of operations
and reflected as a reduction of retained earnings, net of tax benefit, in the
proforma condensed balance sheet
(e) Interest expense on debt in the amount of the purchase price
(f) Eliminate dividends received from Fidelio when it was 15%- owned and
accounted for on a cost basis
(g) Eliminate intercompany sales and cost of sales
(h) Eliminate translation gain on cost investment in Fidelio when it was 15%-
owned and accounted for on a cost basis
(i) Tax effect of (b) - (h) above
(j) Eliminate equity in Fidelio results recorded when it was 30%-owned
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