<PAGE> 1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Transition Period From to Commission File Number 0-9993
----- -----
MICROS SYSTEMS, INC.
--------------------
(Exact name of registrant as specified in its charter)
Maryland 52-1101488
-------- ----------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
12000 Baltimore Avenue
Beltsville, Maryland 20705-1291
-------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 301-210-6000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.025 per share
---------------------------------------
(Title of Class)
Indicate by a 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 reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /_/
At the close of business on August 29, 1997, there were issued and
outstanding 7,998,668 shares of Registrant's Common Stock at $.025 par value.
At such time the aggregate market value of the Registrant's Common Stock held
by nonaffiliates of the Registrant was $373,937,729.
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 1997 Annual Meeting of Shareholders,
currently scheduled to be held on November 21, 1997, are incorporated by
reference in Part III of this Form 10-K.
PART I
ITEM 1. BUSINESS
INTRODUCTION
MICROS Systems, Inc. was incorporated in the State of Maryland in 1977 as
Picos Manufacturing, Inc. and, in 1978, changed its name to MICROS Systems,
Inc. (References to "MICROS" or the "Company" herein include the operations of
MICROS Systems, Inc. and its subsidiaries on a consolidated basis.). MICROS
was a 49% owned investee of Westinghouse Holdings Corporation, a wholly-owned
subsidiary of Westinghouse Electric Corporation ("Westinghouse"), until
September 19, 1995, at which time Westinghouse Holdings Corporation sold all of
its remaining interest in MICROS pursuant to an underwritten secondary
placement. In previous fiscal years, MICROS was a majority-owned subsidiary of
Westinghouse.
MICROS is a leading worldwide designer, manufacturer, marketer and servicer
of restaurant point-of-sale ("POS") systems, hotel property management systems
("PMS") and hotel central reservation systems ("CRS"). The POS systems are
designed for table service and quick service restaurants, hotels, resorts,
casinos, airport retail outlets and restaurants, sports arenas/stadiums, theme
parks, and business foodservice operations. The PMS and CRS are designed for
the lodging industry and provide guest reservations at both individual hotel
sites and central locations, accounting, sales management and a range of other
management related systems.
MICROS conducts its business by offering products and services primarily in
two market segments: (1) hotel information systems; and (2) restaurant
information systems. The hotel systems product line provides a full range of
systems solutions for the lodging industry. These systems include POS, PMS,
and CRS, along with a range of support services. The restaurant information
systems product line is divided into two segments, composed of table
service/leisure and entertainment POS systems, and quick service restaurants
POS systems. The table service/leisure and entertainment product line offers
POS systems to table service restaurants in a multitude of operations including
independent and chain restaurants, casinos, stadiums/arenas, hotels, cruise
ships, airports, and business foodservice facilities. The quick service
product line offers POS systems to quick service restaurants including
independent, franchisees, and chain owned operations. MICROS offers a range of
support services for all its products including operator and manager training,
installation, hardware maintenance, application software support, contract
software programming, network support, and business consulting.
MICROS's PMS and CRS were acquired upon the acquisition of Fidelio Software
GmbH, a privately held company located in Munich, Germany, on November 30,
1995, at which time MICROS exercised its option to acquire the remaining 70%
interest in Fidelio it did not own. MICROS acquired its first 15% interest in
Fidelio in May 1993, and another 15% interest in Fidelio in October 1994.
MICROS's POS systems consist of application software, point-of-sale
terminals, kitchen display devices, printers, and personal computers which
provide transaction processing, in-store control and information management
capabilities. The Company develops, markets, distributes and supports hotel PMS
products which provide reservation, guest accounting and other information
management capabilities to hotels, motels, resorts and other lodging
establishments. The PMS products are application software products running on
industry standard personal computers in a client-server configuration. The
software provides for reservations, guest accounting, sales and catering
applications, travel agent accounting, and interfaces to central reservations
and global distribution systems. It also develops and markets CRS software for
large chains, hotels, motels and resorts. The CRS software allows hotels to
coordinate, process, track and analyze worldwide hotel customer reservations at
a central facility for electronic distribution to the appropriate lodging site.
2
<PAGE> 3
The Company's POS systems, which are installed in over 37,000 independent,
national and international table service restaurants and over 6,500 quick
service restaurants, enable users to control operations and inventory, enhance
customer service efficiency, reduce labor costs, increase productivity and
improve planning and reporting. MICROS is a major supplier of POS systems to
table service restaurants or operators of restaurants such as T.G.I. Friday's,
Cracker Barrel, Family Restaurants, Perkins, Host Services, Aramark, Planet
Hollywood, Ruby Tuesday's, Hard Rock Cafe, and Whitbread PLC; to quick service
restaurants or operators of restaurants such as Arby's, Burger King, KFC
International, Red Rooster (Australia), and Wendy's; and to table service
restaurants in hotels such as Hilton, ITT Sheraton, Hyatt, Inter*Continental,
Marriott International, Radisson and Ritz-Carlton. Additional target markets
for the Company's POS systems include casinos, cruise ships, sports arenas,
airport concourses, theme parks, institutional food service organizations and
specialty retail shops. The Company has installed large POS systems in the
Foxwood Hotel and Casino (Ledyard, CT), the Grand Casino in Australia, and the
Luxor Hotel and Casino and the MGM Grand Hotel Casino and Theme Park, with
both casinos being located in Las Vegas, Nevada.
The Company's Fidelio property management systems are installed worldwide in
leading hotel chains such as Marriott International, Radisson Hotels, Westin
Hotels, Red Roof Inns, Wyndham, Westin, ITT Sheraton, Ciga, Forte, Hilton
International, Inter*Continental, Kempinski, Mandarin Oriental, Movenpick,
Peninsula, Ramada Europe, Shangri-La International and Steigenberger.
Worldwide, there are currently over 7,000 Fidelio PMS installations. The
Fidelio CRS systems are installed in chains such as Best Western International,
Westin Hotels, Wyndham Hotels, Shangri-La International, and Tourast
(Australia).
MICROS also offers service and support for its POS, PMS and CRS products,
including installation, training, hardware and software maintenance, spare
parts, media supplies and consulting services. The service business is an
important element in the spectrum of system solutions which MICROS offers
customers for all its product lines. Service revenue constituted approximately
35%, 33% and 23% of the Company's total revenue in fiscal 1997, 1996 and 1995,
respectively.
PRODUCTS
Point-of-Sale Systems
The Company's principal POS products for the table service/leisure &
entertainment markets are the 8700 Hospitality Management System ("HMS"), the
3700 POS system, and the 2700 HMS. For the quick service market, MICROS
offers the 2400 Fast Food System and the 3400 Quick Service Advantage System.
The Company also offers the MICROS PC Workstation ("PCWS"), an Intel
microprocessor based PC, for sale in both hospitality and non-hospitality
markets.
The 8700 HMS, introduced in September 1993, is designed for hotels, resorts,
casinos, airports, stadiums/ arenas, theme parks and large local and chain
restaurants. It allows the user the flexibility to configure the system around
various hardware and software choices to control restaurant and food service
operations at both the server and management levels. Features of the 8700 HMS
include customized workstations such as a flat keyboard and touchscreen,
flexible guest check printing, time and attendance capability, check tracking
by table or check, credit card authorization, extensive revenue center and
system-wide reporting (which analyzes sales mix, sales balancing, serving
periods, table turns, time periods, food cost and operator accountability), the
ability to split checks into multiple checks and hardware diagnostic and
software confidence tests. The 8700 HMS POS product has an open systems
architecture which allows its use on an industry standard, Intel-based PC as
the server with the order entry terminals being either the Company's
proprietary order entry POS terminal hardware or standard PCs. The 8700 HMS
utilizes the SCO Unix operating system, which permits multi-tasking and
multi-user operations. This architecture gives it the ability to manage any
size restaurant or food service operation.
The 2700 HMS, released in March 1989, is a stand-alone intelligent terminal
designed for table service restaurants, both large and small. The 2700 HMS,
available in both an entry level and premium configured platform, relies on
proprietary architecture and interfaces with DOS/Windows, PC based back office
software
3
<PAGE> 4
systems. The 2700 HMS Touchscreen System, released in September 1991, combines
touchscreen technology with the Company's 2700 HMS POS system. It offers an
easy-touch electronic keypad with up to 60 entry points that can be customized
according to size and characters, dual LCD screens to speed order entry and
reduce operator error, PC compatibility, lead-through prompting and
reprogramming of the system software and keyboards through remote
communications via phone lines.
The Hand Held Touchscreen terminal ("HHT"), introduced in March 1993, is a
small, hand held, wireless remote order entry touchscreen computer device which
allows a server to enter a guest's food and beverage order directly at the seat
of the guest. The HHT is best suited for larger operations with distant
seating locations such as sports arenas and pool-side restaurants. The HHT is
integrated with the MICROS 8700 HMS.
The 3700 POS, introduced in October 1996, is designed for table service
restaurants. It has an open systems architecture as it operates under
Microsoft's Windows 95/NT operating systems, utilizes either Microsoft's SQL or
Sybase's relational databases, and runs on an industry standard Intel based
personal computer. In fiscal 1998, MICROS plans to release a full complement
of software products for restaurant operations, called Enterprise Office, which
will be fully integrated with the 3700 POS.
For quick service restaurants, MICROS markets the 2400 Fast Food System and
the 3400 QSA (Quick Service Advantage) System. The MICROS 2400 system,
introduced in October 1991, features a proprietary, networked intelligent
terminal architecture. A remote printer and video screen subsystem accommodate
a wide variety of kitchen production and order routing schemes. The system's
application software addresses quick service requirements in the areas of order
entry, drive-thru operations, inventory tracking, employee timekeeping/labor
tracking and data communications and produces a variety of management reports
through an interface with back office, PC based software systems. MICROS
offers a back office management information systems software package called the
2400 MWS+ (Manager Workstation Plus). The MWS+ software, introduced in June
1995, is a PC-based software product which provides for management analysis of
sales and operational trends at quick service restaurants, both at the store
and corporate levels, and permits the integration of point-of-sale functions
with in-store back office, regional and home office management information
system functions. The 3400 QSA, which MICROS licenses from a third party
software vendor pursuant to a nonexclusive license agreement, was introduced in
May 1997 with a general release scheduled in the second quarter of fiscal 1998.
It has an open system architecture as it operates under Microsoft's Windows
95/NT operating systems, utilizes Microsoft's Access database, and runs on an
industry standard Intel based microprocessor personal computer. Its
functionality is similar to the 2400 FFS.
The Company's design architecture allows existing users of many MICROS POS
products to access new technologies and applications in conjunction with their
existing MICROS POS system. In addition, many MICROS products interface with
various back office accounting and property management systems, including the
Company's Fidelio PMS products.
Property Management Systems/Central Reservation Systems
For the hotel marketplace, MICROS, through its Fidelio subsidiary, develops,
markets and distributes a complete line of PMS products. The series of
software products, called Fidelio Suite, encompasses the following functions:
reservations, front office registration, guest accounting, back office
accounting, sales and catering management, credit card authorization, food and
beverage management, rate management, and engineering management. The Fidelio
Suite runs on the Microsoft DOS operating system and utilizes Novell's
networking software. The systems run on an industry standard Intel
microprocessor personal computer. In June 1997, Fidelio released a new version
of the Fidelio Suites, Version 7.0, which utilizes the Microsoft Windows 95
graphical user interface. Fidelio has over 7,000 installations worldwide,
including installations in many leading international hotel chains and
independent hotel/resort properties. The Front Office PMS product is closely
integrated with MICROS POS systems for table service restaurants, including the
option for a guest folio print and check-out from the Company's 8700 HMS order
entry terminal in a hotel restaurant. Fidelio also markets its products with
special features designed for the cruise ship industry.
4
<PAGE> 5
In addition to PMS products for the hotel industry, Fidelio offers CRS
software. The CRS software allows hotel companies to provide instantaneous
updating of reservations for member hotels. The CRS also integrates with site
specific property management systems, thereby permitting an up-to-date status
of room and guest reservations and information. The CRS software runs on an
Oracle database and supports multiple operating systems. Each CRS generally
requires customization in order to meet the specific needs of each hotel chain.
In addition to providing the software and related development, Fidelio provides
consulting, installation and support services. Fidelio views the CRS software
market as an important market for future and sustained business growth.
SALES, MARKETING AND DISTRIBUTION
The Company considers its direct and indirect global distribution network a
major strength. This network has been built over the past 20 years. The
Company and its dealers/distributors work closely together in seeking to
identify new customers, products, services and markets and to serve the
Company's existing customer base with enhanced products and services in
accordance with their needs.
The Company's POS products are sold primarily through two channels: (i) the
Direct POS Sales Channel, composed of a Company-owned sales distribution
network consisting of both domestic and foreign sales subsidiaries, and the
MICROS major account program directed to designated regional, national, and
international customers; and (ii) the Indirect POS Sales Channel, which is an
independent sales distribution network consisting of approximately 107 U.S.
dealers and 62 foreign distributors.
Fidelio's products and services are sold through Company subsidiaries, direct
sales offices and international distributors. In the United States and Canada,
Fidelio distributes through a direct sales force. Outside of North America,
Fidelio has approximately 17 international subsidiaries and 39 international
distributors. Several of the Fidelio subsidiaries and distributors also sell
MICROS POS products and services.
Foreign sales accounted for approximately 51%, 48% and 33% of the Company's
total revenue in fiscal 1997, 1996 and 1995, respectively.
CUSTOMER SERVICE AND SUPPORT
MICROS provides a wide range of support products and services to its
customers. Products include spare parts, media supplies (ribbons, paper,
etc.), active power-line conditioners and uninterruptable power supplies.
Services include installation, operator and manager training, hardware
maintenance, application software support, credit card software support,
network support and consulting. In fiscal 1996, MICROS commenced the
implementation of a customer service management system developed by Clarify
Inc. MICROS further developed and enhanced this system in fiscal 1997. This
system is an important step on the part of MICROS to expand its support service
capacity and to improve the quality of its support. MICROS uses the Clarify
system to provide support of its POS and PMS products and services. MICROS
believes that its services are an important competitive factor and
differentiator in customer purchasing decisions. Service revenue constituted
approximately 35%, 33% and 23% of MICROS's total revenues in fiscal 1997, 1996
and 1995, respectively.
RESEARCH AND DEVELOPMENT
The products sold by the Company are subject to rapid and continual
technological change. Accordingly, the Company must continually develop
innovative systems incorporating the newest technologies. Products available
from the Company, as well as its competitors, have increasingly offered a wider
range of features and capabilities.
The Company conducts its core POS product software and hardware development
at its corporate headquarters in Beltsville, Maryland. To facilitate rapid
responses for various regional application needs outside the United States,
MICROS conducts software development in its Munich, Germany and Kuala Lumpur,
Malaysia support offices. In addition, the Company continually examines and
evaluates software and hardware products and designs created by third parties
and has acquired and may in the future acquire rights to such products and
designs.
5
<PAGE> 6
Fidelio's PMS and CRS development are primarily conducted in five locations
around the world: Munich, Germany, Bangalore, India, Naples, Florida,
Stockholm, Sweden, and Tel Aviv, Israel. The multi-location development base
allows Fidelio flexibility in conducting software development on a
cost-effective basis maximizing utilization of existing personnel. Fidelio
maintains close relationships with major software operating companies such as
Oracle, Novell and Microsoft. These relationships are important to Fidelio so
it can readily incorporate software changes from these companies into its
products. Fidelio's international offices may also conduct specific product
enhancement activities to meet specific interface needs and customer requests.
COMPETITION
The Company believes that its competitive strengths include its established
global distribution and service network, its ability to offer a broad array of
hardware, software and service products to the hospitality industry and its
corporate focus on providing information systems solutions principally to the
hospitality industry.
The markets in which the Company competes are highly competitive. There are
worldwide at least 40 competitors that offer some form of sophisticated POS
system similar to the Company's and over 100 PMS competitors. Competitors in
the POS marketplace include full service providers such as Sulcus (Squirrel
POS), Sharp, Positouch, Ibertech, Compris (being purchased by NCR),
Progressive, Par Technology and Panasonic and hardware providers such as IBM
and NCR, who market their products in conjunction with independent software
vendors. There are also numerous smaller companies that license their
POS-oriented software with PC-based systems in regional markets.
Many of the over 100 competitors in the PMS market are small companies with
software designed to run on industry standard personal computers. There are,
however, various major competitors including Sulcus (Lodgistix PMS), MAI
Systems, Anasazi, Springer-Miller, Encore and property management systems
developed and marketed by major hotel chains for their corporate-owned
operations and franchisees.
The central reservation market is highly fragmented, with most central
reservation systems being customized systems for each hotel chain or allied
reservation group. The competitors in this market consist of in-house
development efforts by chains, property management competitors such as Anasazi,
Lodgistix, Springer-Miller, and specialized central reservation providers such
as Lexington Services, WizCom International, Pegasus, Utell International and
JC Penney Telemarketing. The market for central reservation systems is highly
competitive.
MANUFACTURING
The Company engages in the manufacture of POS systems at its corporate
headquarters in Beltsville, Maryland. Manufacturing consists primarily of
assembly and testing of various purchased components, parts and subassemblies.
Product reliability and quality are emphasized through design review,
sophisticated computer testing of printed circuit assemblies, final product
testing and numerous quality control audits.
The Company's manufacturing program seeks to maintain flexibility and reduce
costs by emphasizing the strategic outsourcing of key product components and
subassemblies. All lower level assemblies such as printed circuit assemblies,
mechanical assemblies and cables are outsourced based on competitive bidding.
The outsourcing process includes evaluating supplier processes, quality
assurance, test capability and management and technical support structures, as
well as price and delivery cycle. Whenever feasible, a second source is
developed to reduce one-supplier dependence. Outsourcing reduces requirements
for manpower, capital equipment and facilities, thus lowering overhead costs.
Most outsourcing contracts are short term (two years or less) based on quality
points or strategic requirements with key price components traced to monitor
cost competitiveness. The Company believes it maintains good relationships
with its suppliers.
Pursuant to an agreement with SCI Systems, of Huntsville, Alabama, MICROS
has contracted to have its User Workstation III POS terminals and PCWS
terminals manufactured by SCI. MICROS plans to continue using SCI as a
manufacturing option to supplement its own capabilities.
6
<PAGE> 7
Material sourcing is based on availability, service, cost, delivery and
quality of the purchased items from domestic and international suppliers. Some
items are custom manufactured to the Company's design specifications. MICROS
believes that the loss of its current sources for components would not have a
material adverse effect on the Company's business since other sources of supply
are generally available.
EMPLOYEES
As of June 30, 1997, the Company had approximately 1,534 full-time employees.
Approximately 716, or 47% of these employees are based in the United States,
with the majority of this group based in the Company's Beltsville, Maryland
headquarters, and the balance of this group employed principally at the
Company's regional district offices. Approximately 600, or 39% of the
Company's employees are employed in Europe/Africa/Middle East. The remaining
218 international employees, or 14% of the total, are employed in the Pacific
Rim and elsewhere, in offices including those located in Hong Kong, Malaysia
and Australia. On an aggregate basis, the Company had approximately 1,269
employees in sales/marketing, customer support services and administration and
finance; 182 employees in product development; and 83 employees in operations.
The Company is not a party to any collective bargaining agreement and none of
its employees is represented by a labor union. MICROS believes its relations
with its employees to be good.
FOREIGN SALES AND FOREIGN MARKET RISK
The Company recorded foreign sales of approximately $117,115,000 during
fiscal 1997 to customers located primarily in Europe, Africa, the Middle East,
Australia, Asia, and Canada. Comparable sales in fiscal 1996 were $84,667,000
and in fiscal 1995 were approximately $36,633,000. See Management's Discussion
and Analysis of Financial Condition and Results of Operations for discussion of
the Company's currency mix with regard to revenues. See Note 14 of Notes to
Consolidated Financial Statements for additional geographic data.
The Company has experienced rapid growth internationally, largely due to the
fiscal 1996 acquisition of Fidelio. MICROS's significant international
business and presence does expose the Company to certain market risks, such as
currency, interest rate and political risks. With respect to currency risk,
the Company transacts business in over 20 different currencies through its
foreign subsidiaries. The fluctuation of currencies impacts sales and
profitability. Frequently, sales and the costs associated with such sales are
not always denominated in the same currency. Given the fact that the Company
transacts business in many different currencies, adverse declines in certain
currencies can be offset by favorable advances in other currencies. While the
Company has not to date invested in financial instruments designed to protect
against currency fluctuations, the Company will continue to evaluate the need
to do so in the future.
Additionally, the Company is subject to interest rate fluctuations in foreign
countries to the extent that the Company elects to borrow in the local foreign
currency. In the past, this has not been an issue of concern as the Company
has the capacity to elect to borrow in other currencies with more favorable
interest rates. While the Company has not to date invested in financial
instruments designed to protect against interest rate fluctuations, the Company
will continue to evaluate the need to do so in the future.
Finally, the Company is subject to political risk, especially in developing
countries with uncertain or unstable political structures or regimes. The
Company does not believe at this time that it is exposed to unusual political
risk that could have a material adverse impact on the Company.
PATENTS
The Company holds no patents and believes that its competitive position is
not materially dependent upon patent protection. The technology used in the
design and manufacture of most of the Company's products is generally known and
available to others.
7
<PAGE> 8
FLUCTUATIONS AND CUSTOMERS
The Company's quarterly operating results have varied in the past and may
vary in the future depending upon such factors as the timing of new product
introductions, changes in the pricing and promotion policies of the Company and
its competitors, market acceptance of new products and enhanced versions of
existing products and the capital expenditure budgets of its customers.
Moreover, the Company has experienced increased seasonality of its business,
given the acquisition of Fidelio in November 1995 and the steady historic
increase of international sales. In particular, with the European summer
holiday slowdowns and the winter lull in capital acquisitions in the
hospitality industry, the Company anticipates declines in sales volume for its
first and third fiscal quarters relative to its second and fourth fiscal
quarters. Nonetheless, the Company believes that quarter-to-quarter historic
comparisons of its results are not necessarily meaningful or indicative of
future performance.
No single customer accounts for 10% or more of the Company's consolidated
revenues, nor is any portion of the Company's business subject to renegotiation
of profits or termination of contracts or subcontracts at the election of the
U.S. Federal Government.
ENVIRONMENTAL MATTERS
The Company believes that it is in compliance in all material respects with
all applicable environmental laws and does not anticipate that such compliance
will have a material effect on its future capital expenditures, earnings or
competitive position with respect to any of its operations.
BACKLOG
The Company generally has a backlog of less than one month's revenue,
substantially all of which is cancelable at any time prior to shipment,
although historically few orders have been canceled. As of June 30, 1997 and
1996, the backlog totaled approximately $21.8 and $17.9 million, respectively.
OTHER
The Company has a $25.0 million multi-currency unsecured committed line of
credit with NationsBank, N.A. ("NationsBank"), effective November 21, 1995,
and expiring on December 31, 1997. The Company has the one-time option to
convert the line of credit into a three-year secured term loan upon expiration
of the line of credit. Interest due under the line of credit will be
calculated as follows: (i) in the event the advance is in U.S. dollars, at the
option of the Company, either the bank's prime rate minus one half of one
percent (.50%) per annum, or the LIBOR rate plus one and one eighth percent
(1.125%) per annum; or (ii) in the event the advance is made in a currency
other than the U.S. dollar, the LIBOR rate for the applicable denominated
currency selected, plus one and one eighth percent (1.125%) per annum. Interest
due under the three-year secured term loan shall be, at the option of the
Company, the prime rate or the treasury bill rate (adjusted to a constant
maturity of three years) plus two and one quarter percent (2.25%). During
fiscal 1996, the Company had drawn under the existing line of credit DM 30.0
million, which was utilized to fund the acquisition of the remaining stock in
Fidelio at the end of November 1995. Under the terms of the current loan
agreement, the Company may borrow up to $25.0 million less the amount of
outstanding letters of credit. Amounts outstanding under the line are payable
on demand and are not secured by the assets of the Company. The agreement
requires the Company to satisfy certain financial covenants. In addition, the
agreement limits the incurrence of additional indebtedness and restricts the
Company's payment of dividends other than stock dividends.
Prior to November 21, 1995, the Company had a line of credit with
NationsBank, with a borrowing capacity of $15.0 million. There were no
borrowings under the $15.0 million line of credit.
On March 29, 1996, the Company acquired a DM 10.0 million term loan, of which
DM 5.8 million is outstanding at June 30, 1997 (approximately $3.4 million at
the June 30, 1997 exchange rate), from Commerzbank. Under the loan, payments of
principal and accrued interest at a fixed rate of 5.3% are due at the end of
each month,
8
<PAGE> 9
beginning April 1996, for the next 36 months. The Company used the full
proceeds to reduce the DM 30.0 million borrowing under the NationsBank line of
credit. Accordingly, as of June 30, 1997, the borrowing under the NationsBank
line of credit was DM 20.0 million (approximately $11.7 million at the June 30,
1997 exchange rate).
Further, during fiscal 1997 Fidelio maintained three unsecured committed
lines of credit with BFH Bank, Hypobank and Commerzbank. Fidelio's line of
credit with Commerzbank continues to be in place, but Fidelio no longer
maintains lines of credit with BHF Bank and Hypobank as of May 31, 1997. DM
7.0 million (approximately $4.1 million at the June 30, 1997 exchange rate), is
available in the Commerzbank line of credit. No borrowings existed under this
line of credit as of June 30, 1997. Certain Fidelio subsidiaries maintain
additional lines of credit, none of which is considered material.
At June 30, 1997, for all of its lines of credit, the Company had borrowed
approximately $11.7 million and has approximately $17.4 million available.
RECENT DEVELOPMENTS
On June 3, 1997, the Company, through its wholly-owned Australian
Fidelio subsidiary located in Brisbane, acquired certain assets from Ausdata
Pty Limited ("Ausdata"), an Australian company. The purchased assets relate to
the distribution of MICROS POS products in Australia. As part of the
transaction, MICROS assumed all distribution rights in Australia, and hired
approximately 24 Ausdata employees. The purchase price consisted of a base
payment in the amount of approximately Australian $4.8 million (equal to US$3.6
million at exchange rates at the time of the acquisition), Australian $1.4
million (equal to U.S. $1.1 million at exchange rates at the time of
acquisition) was paid at closing and the remainder of which is payable in
fiscal 1998, and an earn-out payment, earnable over three years if certain
financial targets are exceeded. Goodwill and other intangible assets as a
result of this transaction were Australian $4.8 million (U.S. $3.6 million at
the exchange rate in effect at the date of purchase) which is being amortized
over a period of seven and six years, respectively. The Company currently
intends to consolidate MICROS and Fidelio operations in Sydney, while
continuing to maintain a presence in Melbourne and Brisbane.
ITEM 2. PROPERTIES
The Company's executive offices and main administrative and
manufacturing facilities are located in Beltsville, Maryland. The Company
conducts sales, marketing, customer support and product development activities
for its POS operations at this location. The Fidelio headquarters, where the
Company conducts a significant portion of the PMS sales, marketing and customer
support activities, is located in Munich, Germany.
The Beltsville, Maryland campus is composed of three buildings: (i)
one building is approximately 60,000 square feet and is owned by the Company;
(ii) a second building is approximately 90,000 square feet, with approximately
65,800 under lease by the Company, 44,900 of which is currently leased by the
Company through 2009, with options to increase its leased space during that
period with an option to purchase the entire building for ten dollars in the
year 2009, with the remaining 20,900 square feet leased by the Company under an
operating lease through September 1998; (iii) a third building of 36,700
square feet which is leased under operating leases by the Company through
September 1998; and (iv) other space in the vicinity of 8,600 square feet which
is leased under an operating lease by the Company through September 1998. The
Company believes that it can either negotiate extensions for expiring leases,
or that additional space will be available upon expiration of any of the
existing Beltsville leases.
Fidelio's Munich office leases approximately 29,000 square feet
pursuant to a lease expiring at the end of June 1998. The Company believes
that it can either negotiate an extension for the expiring Munich lease or that
additional space will be available upon expiration of such lease.
To satisfy other sales, service and support, and product development
needs, the Company leases space in eleven cities domestically, including
Boston, Chicago, Los Angeles and other major metropolitan areas and in over
twenty cities worldwide, including London, Paris, Zurich, Kuala Lumpur, Sydney
and Hong Kong.
In general, the Company believes that additional space will be
available as needed.
9
<PAGE> 10
ITEM 3. LEGAL PROCEEDINGS
MICROS is and has been involved in legal proceedings arising in the
normal course of business. On March 25, 1997, Budgetel Inns, Inc. ("Budgetel")
filed suit against MICROS in the United States Federal District Court in the
Eastern District of Wisconsin. Budgetel alleges, among other things, that
MICROS breached a March 1993 software support agreement by failing to provide
full support to this software package licensed to Budgetel in 1993. MICROS
will defend against Budgetel's allegations, and has moved to have certain of
the causes of action dismissed. While the ultimate outcome of litigation is
uncertain, and while litigation is inherently difficult to predict, 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of fiscal 1997, no matters were submitted to a vote
of security holders.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Price Range of Common Stock
As of August 29, 1997, there were approximately 450 record holders of the
Company's Common Stock, $.025 par value.
The Company's Common Stock (symbol "MCRS") is traded on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") system. The
following table shows the range of trading prices for the period indicated, as
reported by NASDAQ.
On August 29, 1997 the closing price for the stock was $46.75.
<TABLE>
<CAPTION>
Price Range
-----------
(in dollars)
-------------
High Low
--------- ------
<S> <C> <C> <C>
Year Ended June 30, 1997
7/01/96 - 9/30/96 (First Quarter) 31-1/4 18-3/4
10/01/96 - 12/31/96 (Second Quarter) 35-3/4 28
1/01/97 - 3/31/97 (Third Quarter) 40-3/4 28-3/4
4/01/97- 6/30/97 (Fourth Quarter) 42 30
Year Ended June 30, 1996
7/01/95 - 9/30/95 (First Quarter) 39-1/2 31
10/01/95 - 12/31/95 (Second Quarter) 49-3/4 32-3/4
1/01/96 - 3/31/96 (Third Quarter) 53-3/4 23
4/01/96 - 6/30/96 (Fourth Quarter) 33 20-1/4
Year Ended June 30, 1995
7/01/94 - 9/30/94 (First Quarter) 33-1/2 26-1/4
10/01/94 - 12/31/94 (Second Quarter) 41-1/4 28-3/4
1/01/95 - 3/31/95 (Third Quarter) 38-1/8 28
4/01/95 - 6/30/95 (Fourth Quarter) 35 27-3/4
</TABLE>
The Company has never paid a dividend and has no current intention to pay any
dividends. Its current policy is to retain earnings and use funds for the
operation and expansion of its business. In addition, certain indebtedness
restricts the amount of cash dividends which may be payable. The Company is a
party to a line of credit agreement expiring December 31, 1997, which restricts
the payment of dividends other than stock dividends (see Note 5 of
10
<PAGE> 11
Notes to Consolidated Financial Statements). Future dividend policy will be
determined by the Board of Directors based on the Company's earnings, financial
condition, capital requirements and other existing conditions.
11
<PAGE> 12
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA (in thousands except per share
amounts)
<TABLE>
<CAPTION>
Fiscal Years Ended June 30,
----------------------------------------------
1997 1996 1995 1994 1993
-------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Statement of Operations Data
Revenue $228,169 $178,049 $112,021 $79,265 $55,314
Income from operations $ 27,836 $ 4,031 $ 16,542 $12,322 $9,409
Net income $ 16,332 $ 2,392 $ 11,577 $8,687 $5,760
Net income per common and common
equivalent share (1) $2.03 $ .30 $1.46 $1.10 $0.74
Cash dividends -- -- -- -- --
Balance Sheet Data
Working Capital $ 27,838 $ 20,695 $ 37,029 $27,126 $18,216
Total assets $163,550 $136,836 $ 89,644 $66,191 $48,207
Long-term debt and capital leases (2) $ 10,135 $ 15,524 $ 5,614 $5,803 $1,780
Shareholders' equity $ 71,727 $ 56,195 $ 53,450 $39,938 $29,970
Book value per share $8.97 $7.07 $6.80 $5.13 $3.92
Additional Data
Weighted average number of
common and common equivalent shares
outstanding 8,050 8,006 7,952 7,911 7,807
</TABLE>
(1) Included in fiscal 1996 net income per common and common equivalent share
is a charge for purchased in-development software technology in the amount
of $1.01 per share relating to the acquisition of Fidelio.
(2) Including current portion.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Comparison of Fiscal 1997 to Fiscal 1996:
The Company recorded net income of $2.03 per common share in fiscal 1997,
compared with net income of $.30 per common share in fiscal 1996. The results
for fiscal 1996 include a one-time after tax charge of $8.1 million, or $1.01
per common share, for the write-off of purchased in-development software
technology associated with the acquisition of Fidelio. For the year, excluding
last year's one-time charge, the increased net income was primarily due to
higher sales volumes and improved gross margins associated with a favorable
sales mix of higher margin products.
Revenue of $228.2 million for fiscal 1997 increased $50.2 million, or 28.2%,
compared to the same period last year. A comparison of the sales mix for
fiscal years 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
Year Ended
June 30,
1997 1996
---- ----
<S> <C> <C>
Hardware 45.1% 53.4%
Software 20.1% 13.9%
Service 34.8% 32.7%
----- -----
100.0% 100.0%
===== =====
</TABLE>
While hardware sales represent a smaller proportion of total sales in fiscal
1997 in comparison to the prior year, this category continued to grow in
absolute dollars. The increase in software for the year, relative to total
sales, is primarily due to the acquisition of Fidelio on November 30, 1995.
Service sales increased in absolute dollars in
12
<PAGE> 13
comparison to the prior year, and at a higher rate than that of combined
hardware and software sales. Service sales have increased primarily due to the
Fidelio acquisition.
Combined hardware and software revenues for fiscal 1997 increased $29.0
million, or 24.2%, while service revenues increased $21.2 million or 36.4%,
over the same period a year earlier.
The Company's revenues are transacted in approximately twenty currencies.
The relative mix over the past three years is as follows:
<TABLE>
<CAPTION>
Year Ended June 30,
-------------------
Revenues by currency (1) 1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
United States Dollar 58% 65% 84%
German Mark 11% 10% 5%
U.K. Pound Sterling 6% 6% 6%
French Franc 4% 5% 1%
Australian Dollar 3% 1% --
Singapore Dollar 2% 1% --
All Other Currencies (2) 16% 12% 4%
--- --- --
Total 100% 100% 100%
==== ==== ====
</TABLE>
(1) Calculated using average exchange rates for the year.
(2) Represents approximately 14 currencies.
Until fiscal 1996, the Company had historically transacted business primarily
in the United States Dollar and, to a lesser extent, in European currencies, as
a result of its Europe-based subsidiaries. During fiscal 1996, as a result of
the Fidelio acquisition on November 30, 1995, the Company expanded its revenue
mix to a higher proportion of revenues denominated in the German Mark and other
foreign currencies. In fiscal 1997, the Company experienced a full year's
amount of sales from Fidelio and its subsidiaries which have contributed to the
further diversification of currencies in comparison to prior years.
Cost of sales, as a percentage of revenue, decreased to 49.1% from 50.7% for
fiscal 1997 compared to fiscal 1996. Cost of sales for hardware and software
products, as a percentage of related revenue, was 48.4% in fiscal 1997 compared
to 52.0% for the same period a year earlier as a result of an increase in
higher-margin software sales as a percentage of total hardware and software
revenue along with a favorable shift in sales distribution from the indirect to
direct sales channels.
Service costs, as a percentage of service revenue, increased to 50.3% in
fiscal 1997 compared to 48.2% in fiscal 1996. The increased costs in
comparison to fiscal 1996 were primarily due to continued investment in the
Company's service organization and the costs associated with training new
service personnel.
Selling, general and administrative expenses increased $12.7 million, or
22.2%, in fiscal 1997 compared to last year. As a percentage of revenue,
selling, general and administrative expenses decreased to 30.5% in fiscal 1997
compared to 32.0% in fiscal 1996 as sales grew at a rate in excess of these
expenses. The decrease is primarily due to a moderation in the expansion of
the Company's corporate infrastructure, along with office and staffing
consolidation in various international subsidiaries.
Research and development expenses (exclusive of capitalized software
development costs), which consist primarily of labor costs, increased $4.0
million, or 55.8%, in fiscal 1997 compared to fiscal 1996. As a percentage of
revenue, research and development expenses (exclusive of capitalized software
development costs) increased to 4.9% in fiscal 1997 compared to 4.0% in fiscal
1996. Actual research and development expenditures, including capitalized
software development costs of $4.3 million in fiscal 1997 increased $5.9
million, or 61%, compared to the same period a year earlier. As a percentage
of revenue, research and development expenditures (inclusive of capitalized
software development costs) amounted to 6.8% in fiscal 1997 compared to 5.4% in
fiscal 1996. The increase in absolute dollars is primarily due to Fidelio
product development.
13
<PAGE> 14
Purchased in-development software technology was a result of the one-time
$14.8 million charge taken in the second quarter of fiscal 1996 associated with
the acquisition of Fidelio.
Income from operations for fiscal 1997 was $27.8 million, or 12.2% of
revenue, compared to income of $4.0 million in fiscal 1996. Excluding the
$14.8 million charge for the purchase of in-development software technology in
the second quarter of fiscal 1996, income from operations for fiscal 1996 was
$18.8 million or 10.6% of revenue. The Company's higher income from operations
is primarily due to higher sales and improved gross margins.
Interest income for 1997 decreased $0.3 million or 44.7%, compared to fiscal
1996. The decrease is due to the use of cash needed for working capital along
with the a reduction in the Company's average cash balance during fiscal 1997
compared to fiscal 1996 as a result of the Fidelio acquisition. Interest
expense decreased $0.2 million or 12.3%, compared to fiscal 1996. The decrease
in interest expense for the period is primarily due to the Company's reduction
of its debt obligations.
The effective tax rate for fiscal 1997 is 38.4% compared to 11.0% for fiscal
1996. Excluding the effect of the purchase of in-development software
technology expense and the related tax benefit, the effective tax rate for
fiscal 1996 would have been 39.0%. The decrease in the tax rate is primarily
due to the restoration of U.S. research and development tax credits in 1997.
The effective tax rate for fiscal 1998 may be higher than 38.4% due to a shift
in the mix of earnings towards countries with higher tax rates.
Comparison of Fiscal 1996 to Fiscal 1995:
The Company recorded net income of $.30 per common share in fiscal 1996
compared to $1.46 per common share in fiscal 1995. Fiscal 1996 results include
a one-time after tax charge of $8.1 million, or $1.01 per common share, for the
write-off of purchased in-development software technology acquired in the
acquisition of Fidelio. Excluding this one- time after tax charge, net income
for fiscal 1996 was $1.31 per common share.
Revenue for fiscal 1996 was $178.0 million, an increase of $66.0 million, or
58.9%, compared to fiscal 1995 . Sales increased in every distribution channel
worldwide. Sales in the Company's direct distribution channels increased $60.0
million over fiscal 1995. This increase includes $41.6 million for PMS
hardware, software and related services through the Company's Fidelio
subsidiaries, primarily arising in connection with the acquisition of Fidelio
on November 30, 1995 and continued market penetration of the Company's PMS
distribution offices. Sales of POS hardware, software and related services at
the North American district offices increased $5.9 million over fiscal 1995,
including $3.8 million due to the addition of the Connecticut and Pacific
Northwest offices, while continued market share gains in the Company's five
European POS subsidiaries added $8.4 million in fiscal 1996, including the new
subsidiary in France purchased in August 1995. POS sales through the indirect
sales channels to independent dealers and distributors worldwide increased $6.0
million in fiscal 1996. The indirect sales channel's growth was reduced by the
Company's purchase of certain dealers and distributors. In particular, in
fiscal 1996, MICROS acquired its French distributor, certain Fidelio
subsidiaries, the Pacific Northwest dealer and a Connecticut dealer, all of
which are now part of the direct sales channel.
Hardware and software sales increased 39.5% while service related revenues
increased 123.0%. Service revenue in fiscal 1996 grew faster than
hardware/software revenue due to the acquisition of Fidelio, which has a higher
percentage of service revenue compared to total revenue than does Micros.
Cost of sales, as a percentage of revenue, increased to 50.7% for fiscal 1996
compared to 50.2% for fiscal 1995. Cost of sales for hardware and software
products, as a percentage of related revenue, increased to 52.0% for fiscal
1996 compared to 51.8% for fiscal 1995, primarily due to an increase in sales
volume of lower margin products and certain strategic selling price decreases
on hardware products, partially offset by a favorable shift in sales
distribution from the indirect to direct sales channel, including higher margin
Fidelio software sales. Service costs, as a percentage of related revenue,
increased in fiscal 1996 to 48.2% from 45.0% in fiscal 1995. The increase is
primarily due to higher labor costs for subcontracting installations, and
expansion and upgrade of the service organization to address new and
anticipated needs.
14
<PAGE> 15
Selling, general and administrative expenses increased $24.2 million, or
73.8%, in fiscal 1996 compared to fiscal 1995. As a percentage of revenue,
selling, general and administrative expenses increased to 32.0% in fiscal 1996
compared to 29.3% in fiscal 1995. The increases are primarily the result of
the continued expansion of the Company's infrastructure, with an increased
emphasis on the sales and service organizations, including the acquisitions of
Fidelio in November 1995, three U.S. sales and service offices and D.A.C.
Systemes/MICROS France and AD-Maintenance Informatique in August 1995.
Research and development expenses (exclusive of capitalized software
development costs), which consist primarily of labor costs, increased $2.4
million, or 50.7%, in fiscal 1996 compared to fiscal 1995. Actual research and
development expenditures, including capitalized software development costs of
$2.4 million in fiscal 1996 and $0.3 million in fiscal 1995, increased $4.6
million, or 90.5% in fiscal 1996 compared to fiscal 1995. The increase in
absolute dollars is primarily due to the acquisition of Fidelio in November
1995, and the additional staffing required to develop new POS products,
including the Company's 3700 POS software, which was released in October 1996.
Purchased in-development software technology was a result of the one-time
$14.8 million charge taken in December 1995 associated with the acquisition of
Fidelio.
Income from operations was $4.0 million, or 2.3% of revenue in fiscal 1996,
compared to $16.5 million, or 14.8% of revenue, in fiscal 1995. Excluding the
$14.8 million charge for the purchase of in-development software technology in
the second quarter, income from operations for fiscal year 1996 was $18.8
million, or 10.6% of revenue. Higher selling, general and administrative
expenses and depreciation and amortization expense, in particular those
associated with several of the acquisitions consummated during the fiscal year,
and lower gross margins adversely impacted income from operations in fiscal
1996.
Interest income decreased $0.3 million, or 29.0% in fiscal 1996 primarily due
to the liquidation of cash investments to purchase Fidelio on November 30,
1995. Interest expense increased $1.3 million in fiscal 1996 primarily due to
the bank lines of credit borrowings outstanding since the end of November 1995
and a term loan outstanding since the end of March 1996.
The effective tax rate for fiscal 1996 is 11.0% compared to 34.9% in fiscal
1995. Excluding the one-time expense for the purchase of in-development
software technology and the related tax benefit, the effective tax rate for
fiscal 1996 would have been 39.0%. The increase in the tax rate is primarily
due to the mix of tax rates on a country-by-country basis and the loss of the
U.S. research and development ("R&D") tax credit effective during fiscal 1996
due to the expiration of the tax legislation, which provided a 1.5% credit in
fiscal 1995.
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 continues to experience gross margin pressure on its products, and the
Company expects this to continue. There can be no assurance that the Company
will be able to continue 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, including demand and acceptance for the
new 3400 QSA and the new 3700 POS systems; implementation of a service
structure capable of servicing increasingly complex software systems in
increasingly more remote locations; achieving increased sales of higher
15
<PAGE> 16
margin software products; adverse economic or political conditions; unexpected
currency fluctuations; impact of competitive products and pricing on margins;
product development delays; technological difficulties associated with new
product releases, including those with respect to the Fidelio next generation
integrated property management and central reservation system technologies; and
controlling expenses. Other risks are disclosed in the Company's releases and
SEC filings, including the Company's fiscal 1997 10-Q filings for the quarters
ended September 30, December 31, 1996 and March 31, 1997.
16
<PAGE> 17
Liquidity and Capital Resources
The Company has a $25.0 million unsecured committed line of credit which was
renewed December 31, 1996 for an additional one year period, expiring on
December 31, 1997. In addition, the Company obtained additional lines of
credit from three European banks as a result of its November 1995 acquisition
of Fidelio. It currently maintains one of those original lines of credit in
the amount of DM 7 million (approximately $4.1 million at the June 30, 1997
exchange rate). During fiscal 1997, the Company borrowed against the
Commerzbank line of credit; during fiscal 1996, the Company borrowed against
all of these lines of credit, while there were no borrowings during fiscal
1995. At June 30, 1997, the Company had borrowed approximately $11.7 million
and has approximately $17.4 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 currently engage in
any foreign exchange hedging.
In addition, the Company has long-term debt, both current and non-current, of
approximately $6.2 million as of June 30, 1997. The majority of this debt
stems from the Fidelio acquisition.
Net cash provided by operating activities for fiscal 1997 was $16.4 million
versus $8.7 million for fiscal 1996. Proceeds from the issuance of stock under
the Company's stock option plan provided $0.8 million for fiscal 1997 and $0.6
million for fiscal 1996. In addition, during fiscal 1997, the Company received
proceeds of $0.6 million relating to non-refundable stock option deposits. The
income tax benefit from the exercise of disqualified stock options provided
$0.1 million for fiscal 1997 and $0.3 million during fiscal 1996. During fiscal
1997, the Company used $15.3 million for investing activities, including $13.7
million for the purchase of property, plant and equipment, internally developed
software as well as software purchased from a third party and $2.4 million for
business acquisitions. Net financing activities for fiscal 1997 used $5.0
million, primarily for debt repayment. During fiscal 1996, the Company used
$32.8 million for investing activities, including $27.0 million used for
business acquisitions and $4.8 million used for the purchase of property,
plant, and equipment.
In fiscal 1996, the Company obtained a DM 10.0 million term loan that was
used to repay DM 10.0 million on its $25.0 million line of credit. The Company
repaid approximately $2.1 million of this term debt during fiscal 1997. As a
result, the cash position of the Company at June 30, 1997 was $10.9 million.
All cash is being held for the operation and expansion of the business.
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 rate of property, plant and equipment
expenditures for fiscal 1998 will be comparable to its fiscal 1997
expenditures.
Financial indicators of the Company's liquidity and capital resources as of
June 30, 1997 and 1996 were:
<TABLE>
<CAPTION>
In thousands, except ratios 1997 1996
------------------------------------- ---- ----
<S> <C> <C>
Cash and cash equivalents $10,864 $15,231
======= =======
Short term investments $0 $0
== ==
Available lines of credit $29,100 $33,500
Outstanding lines of credit 11,740 14,947
------ ------
Unused bank line of credit $17,360 $18,553
======= =======
Working capital $27,838 $20,695
======= =======
Long-term debt and capital lease
obligations:
Current $3,056 $5,362
Non-current 7,079 10,162
----- ------
Total $10,135 $15,524
======= =======
Shareholders' equity $71,727 $56,195
======= =======
Current ratio 1.35 1.31
==== ====
</TABLE>
17
<PAGE> 18
Inflation
The Company has not experienced any significant impact as a result of
inflation.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14(a) 1 in Part IV.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
Name Position
------------------ ------------------------------
<S> <C>
T. Paul Armstrong Senior Vice President and General Manager, Strategic Account
Group
Louis M. Brown, Jr. Director and Chairman of the Board
Daniel Cohen Director
Jeffery B. Edwards President, MICROS Fidelio Software GmbH &
Co. KG
A.L. Giannopoulos Director, President and Chief Executive
Officer
Frederick F. Goebel Vice President, Quick Service Restaurant
Group
Daniel G. Interlandi Senior Vice President and General Manager, Table Service
Restaurant/Leisure and Entertainment Group
F. Suzanne Jenniches Director
Gary C. Kaufman Senior Vice President, Finance and Administration and Chief Financial
Officer
Ronald J. Kolson Executive Vice President and Chief Operating
Officer
Thomas L. Patz Vice President and General Counsel
John G. Puente Director
Alan M. Voorhees Director
Roberta J. Watson Vice President and Controller
Edward T. Wilson Director
</TABLE>
Directors of the Registrant are elected for a term of one year.
- -------------------------------
Directors and Executive Officers of the Registrant during fiscal 1997:
T. Paul Armstrong, 39, joined the Company in July 1981 as a software
engineer. In December 1983, he was promoted to the position of Director,
Systems Engineering. In November 1989 he was promoted to Vice President,
Research and Development. In October 1993, Mr. Armstrong was named Vice
President and Product Manager, Full Service Products. In July 1995, Mr.
Armstrong was promoted to Senior Vice President, Research and Development, in
April 1996, he was made Senior Vice President and General Manager for the Table
Service Restaurant Group, and in April 1997 was named Senior Vice President and
General Manager for the Strategic Account Group. Mr. Armstrong is a graduate
of Cambridge University, England.
18
<PAGE> 19
Louis M. Brown, Jr., 54, has been a Director of the Company since 1977. Mr.
Brown held the position of President and Chief Executive Officer from January
1986 until his appointment as Chairman of the Board in January 1987. He also
serves as President and a director of IDEAS, Inc., a supplier of high
technology, custom-engineered products and services. Mr. Brown serves as
President and Chief Executive Officer and as a director of Autometric, Inc. and
Chairman of Planning Systems, Inc. He is a graduate of The Johns Hopkins
University (B.E.S.-E.E.).
Daniel Cohen, 42, has been a Director of the Company since November 1992.
Pursuant to a consulting agreement effective July 1, 1997 and expiring December
31, 1998, Mr. Cohen provides consulting services to the Company. Until June
30, 1997, he was Managing Director of Fidelio MICROS France, S.A., a subsidiary
of MICROS Systems, Inc. and distributor of the Company's products. Formerly,
Mr. Cohen was Managing Director and principal shareholder of D.A.C.
Systemes/MICROS France. Mr. Cohen founded D.A.C. Systemes in 1986 and took
over the distribution of MICROS products in France, having previously worked
for the Company's former distributor in France and having previously started
representation of MICROS in Israel. In 1992, the Company acquired a 15%
equity interest in D.A.C. Systemes, and the name was changed to D.A.C.
Systemes/MICROS France. An additional 8% equity interest was acquired by the
Company in fiscal 1994, and the remainder of the stock was acquired by the
company in fiscal 1996. Mr. Cohen is a graduate of the Hotel School of
Lausanne, Switzerland, from which he holds a Masters degree in Hotel
Administration.
Jeffrey B. Edwards, 42, was named President of Fidelio Software GmbH, the
Company's wholly-owned subsidiary with headquarters in Munich, Germany, in
April 1996. Mr. Edwards has been with the Company since 1994 when he was hired
as President of Fidelio Software Corporation, the former U.S. subsidiary of
Fidelio Software GmbH. Previously, Mr. Edwards was President and CEO of
Action Software Corporation, and COO of Lodgistix, and provided consulting
services to various hospitality industry clients. He holds a B.S. degree from
the University of Oregon.
A.L. Giannopoulos, 57, has been a Director since March 1992 and was elected
President and Chief Executive Officer in May 1993. Effective as of June 1,
1995, Mr. Giannopoulos resigned as General Manager of the Westinghouse
Information and Security Systems Divisions, having been with Westinghouse for
30 years, and was hired by the Company pursuant to an Employment Agreement to
terminate December 31, 1999. In prior assignments at Westinghouse, Mr.
Giannopoulos was General Manager of the Automation Division and National
Industrial Systems Sales Force, Industries Group. Mr. Giannopoulos is a
graduate of Lamar University with a Bachelor of Science degree in Electrical
Engineering.
Frederick F. Goebel, 38, joined the company in March 1996 as General Manager
Quick Service Restaurant Group. In May 1997, he was promoted to his present
position of Vice President, Quick Service Restaurant Group. For the twelve
years prior to coming to MICROS, Mr. Goebel was employed at Par Microsystems
Corporation where he held various management positions in its Fast Food
Division. Mr. Goebel is a graduate of Clarkson College of Technology, now
Clarkson University, with a Bachelor of Science degree in Management and
Marketing.
Daniel G. Interlandi, 44, began his career with MICROS in 1980. He has held
key sales and management positions at the Company involving district
operations, distributors, major accounts, customer service, and served as
Product Manager for Full Service Products. He was promoted to Vice President,
Full Service Products in May 1993 and to Senior Vice President, Sales &
Marketing in September 1993. In April 1996 he was appointed Senior Vice
President and General Manager, Leisure and Entertainment Group, and in April
1997 he was appointed Senior Vice President and General Manager, Table Service
Restaurant/Leisure and Entertainment Group. Mr. Interlandi is a 1975 graduate
of Knox College.
F. Suzanne Jenniches, 49, has been a Director of the Company since October
1996. She is Vice President and General Manager of Automation and Information
Systems (AIS) 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
19
<PAGE> 20
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.
Gary C. Kaufman, 47, served as a Director of the Company from January 1991
until May 1994 when he was appointed to Vice President, Finance and
Administration and Chief Financial Officer. Subsequent to June 30, 1996, he
was promoted to Senior Vice President, Finance and Administration and Chief
Financial Officer. Previously, Mr. Kaufman was Division Controller for
Westinghouse Security and Network Services Divisions, having been with
Westinghouse for 20 years in various financial positions. Mr. Kaufman is a
graduate of the University of Dayton with a Bachelor of Science degree in
Accounting and is also a Certified Public Accountant.
Ronald J. Kolson, 43, joined the Company in April 1984 as Controller. In
September 1987 he was promoted to Vice President, Finance and Administration
and Chief Financial Officer. In 1994, he was promoted to his present position
of Executive Vice President and Chief Operating Officer. Mr. Kolson is a
graduate of The Pennsylvania State University with a Bachelor of Science Degree
in Accounting and is also a Certified Public Accountant.
Thomas L. Patz, 37, joined the Company in August 1995 as General Counsel. In
November 1996, he was promoted to his present position of Vice President and
General Counsel. Previously, Mr. Patz was Assistant General Counsel of
Westinghouse Electric Corporation. Mr. Patz is a 1982 graduate of Brown
University with a Bachelor of Arts degree in English, and a 1985 graduate of
the University of Virginia School of Law with a degree of Juris Doctor. Mr.
Patz is a member of the Maryland State Bar.
John G. Puente, 67, has been a Director since May 1996. He is the Chairman
of Telogy Networks, Inc., a developer of communications software products. Mr.
Puente is on the boards of directors of Orion Network Systems, a company which
provides satellite services and facilities, and Primus Telecommunications, a
long distance telecommunications service provider. Previously, he was Chairman
and Chief Executive Officer of Orion. Prior to joining Orion, Mr. Puente was
Vice Chairman of M/A-Com, a supplier of microwave components and systems to the
telecommunications industry. He was a founder and Chairman of Digital
Communications Corporation (now Hughes Network Systems) and SouthernNet, a
fiber optic long distance company which merged to form Telecom USA and was
later acquired by MCI. Mr. Puente is a graduate of Polytechnic Institute of
New York and now serves on the Board of Trustees of that institution, and he
holds a Masters degree from Stevens Institute of Technology. He is Chairman of
the Board of Trustees of Capitol College.
Alan M. Voorhees, 74, has been a Director of the Company since 1982. He is
Chairman of Summit Enterprises, Inc. of Virginia, a privately-held investment
company. Mr. Voorhees also is the Chairman of the Board of Autometric, Inc.,
and IDEAS, Inc., a supplier of high technology, custom-engineered products and
services, and a member of the Board of Directors of Atlantic Southeast
Airlines, Inc. Mr. Voorhees is a graduate of Rensselaer Polytechnic Institute
and holds a Masters degree from Massachusetts Institute of Technology.
Roberta J. Watson, 36, joined the Company in November 1987 as Manager of
Accounting. In March 1990, she was promoted to the position of Controller, and
in November 1994, she was promoted to Vice President and Controller. Ms.
Watson holds a Bachelor of Science degree in Accounting from the State
University of New York and is a Certified Public Accountant.
Edward T. Wilson, 56, has been a Director of the Company since 1981. He is
currently a private investment advisor and President of the Fund for Fine Arts.
Previously, Mr. Wilson held senior management positions in domestic and
international banking with Riggs National Bank, The Bank of America and in
trade relations with the U.S. Chamber of Commerce and the U.S. Commerce
Department. Mr. Wilson holds a Doctorate in International Relations from The
Johns Hopkins University.
Information relating to filings made pursuant to Section 16 of the Securities
Exchange Act of 1934 will be set forth in the Company's Proxy Statement, and is
incorporated herein by reference.
20
<PAGE> 21
ITEM 11. EXECUTIVE COMPENSATION AND TRANSACTIONS
The information required by Item 11 will be set forth in the Company's Proxy
Statement under the caption "Executive Compensation", and such information is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is the number of shares of the Company's Common Stock and the
percentage of the total outstanding shares beneficially owned by each director
of the Company, the Chief Executive Officer, the four other most highly
compensated executive officers, all directors and executive officers as a
group, and all persons beneficially owning 5% or more of the Company's Common
Stock as of August 29, 1997. Also set forth below is the address of each 5%
beneficial owner.
<TABLE>
<CAPTION>
Number of
Shares
of Common
Stock
Beneficially
Owned as
of August Percent of
29,
Individual or Group (1) 1997 (2) Class
- ----------------------- -------- -----------
<S> <C> <C> <C>
Louis M. Brown, Jr. 23,500 (3) Less than 1%
Director, Chairman of the Board
Daniel Cohen 10,000 Less than 1%
Director
A. L. Giannopoulos 22,332 (4) Less than 1%
Director, President and Chief Executive Officer
John G. Puente 3,000 Less than 1%
Director
Alan M. Voorhees 40,000 (5) Less than 1%
Director
Edward T. Wilson 19,900 (6) Less than 1%
Director
F. Suzanne Jenniches 180 Less than 1%
Director
Jeffrey B. Edwards 7,666 (7) Less than 1%
President, MICROS Fidelio Software GmbH and Co. KG
Daniel Interlandi 19,487 (8) Less than 1%
Senior Vice President and General Manager, Table
Service Restaurants\Leisure & Entertainment Group
Gary C. Kaufman 13,133 (9) Less than 1%
Senior Vice President, Finance and Administration
and Chief Financial Officer
Ronald J. Kolson 53,333 (10) Less than 1%
Executive Vice President and Chief
Operating Officer
Directors and Executive 264,463 (11) 3.3%
Officers as a Group (15 persons, including the
above-named persons)
RCM Capital Management 1,197,000 14.7%
4 Embarcadero Center, Suite 3000
San Francisco, CA 94111
SAFECO Asset Management Company 1,133,214 14.0%
SAFECO Plaza
Seattle, WA 98185
</TABLE>
(1) As of August 29, 1997, CEDE & Co., nominee for Stock Clearing
Corporation, Box 20, Bowling Green Station, New York, New York, a central
certificate service, held of record 7,699,172 Shares 96.3% of the outstanding
shares of Common Stock. Those shares are believed to be owned beneficially by a
large number of beneficial owners and, except as indicated in this table, the
Company is not aware of any other individual or group owning beneficially more
than 5% of the outstanding Common Stock.
21
<PAGE> 22
(2) Information with respect to beneficial ownership is based on
information furnished by each shareholder. Sole voting and sole investing power
is exercised by each individual.
(3) Includes options to purchase 13,000 shares exercisable within 60 days.
(4) Includes options to purchase 19,332 shares exercisable within 60 days.
(5) Does not include 60,000 shares held by irrevocable trusts created for
the benefit of the adult children of Mr. Voorhees, with respect to which he
disclaims any beneficial interest.
(6) Does not include 26,000 shares held in custody for the children of Mr.
Wilson, with respect to which he disclaims any beneficial interest.
(7) Includes options to purchase 7,666 shares exercisable within 60 days.
(8) Includes options to purchase 15,333 shares exercisable within 60 days.
(9) Includes options to purchase 12,333 shares exercisable within 60 days.
Mr. Kaufman disclaims any beneficial interest in 600 shares of Common Stock,
not included here, held in custody for his dependent children.
(10) Includes options to purchase 16,333 shares exercisable within 60 days.
(11) Includes stock options for the purchase of 119,495 shares of Common
Stock which are exercisable as of or within 60 days of August 29, 1997 and
assumes 8,118,163 shares outstanding upon the exercise of such options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Westinghouse, as an incentive to 11 key officers to remain with the Company
for a period of two years following June 1, 1995, agreed to make payments to
such officers aggregating up to approximately $1.25 million, payable in three
equal installments promptly after such date and on the first and second
anniversaries of such date (subject to the officer remaining employed by the
Company on the relevant payment date). In June 1995, the first installment of
$409,100 was paid for these key officers of the Company. In June 1996, the
second installment of $360,800, reduced by $48,300 from the June 1995 payment
due to the resignation of one of the eleven key officers, was paid by
Westinghouse. The final installment of $360,800 was paid in June 1997. Even
though such payments were entirely funded by Westinghouse and did not require
any use of the Company's cash, for accounting purposes, they are required to be
reflected as compensation expense in the Company's financial statements.
The Company has purchased certain raw materials and has contracted for
certain sub-assembly operations through Westinghouse to take advantage of more
competitive pricing available through off-shore manufacturing locations. The
Company estimates that it has purchased approximately $195,000, in such
materials and labor from Westinghouse during fiscal 1996, for the period from
July through September 1995, as no related party relationship existed after
September 1995.
For the period from July through September 1995, during which a related party
relationship existed between the Company and Westinghouse, the Company
purchased from Westinghouse and its subsidiaries for approximately $170,000
other products and services provided to the Company, including insurance
coverage, office space, consulting, office furniture, and telecommunications
services.
During fiscal 1996, the Company sold approximately $344,000 in products to
D.A.C. Systemes/MICROS France, under the same terms and conditions offered to
other independently-owned dealers/distributors of the Company. D.A.C.
Systemes/MICROS France was principally owned by Daniel Cohen, a Director of the
Company, until August 25, 1995, when MICROS acquired controlling interest. The
fiscal 1996 activity covers only the period
22
<PAGE> 23
from July through August 1995, since sales are eliminated as intercompany after
that date. During fiscal 1997 and 1996, the Company compensated Mr. Cohen
$208,000 and $97,000, respectively.
During fiscal 1997 and 1996, the Company compensated Louis M. Brown, Jr.,
Chairman of the Board, $226,300 and $216,500, respectively, for consulting
services provided to the Company. Effective June 30, 1995, the Company and Mr.
Brown entered into a Consulting Agreement terminating June 30, 2000, pursuant
to which Mr. Brown is to provide on the average 20 hours per week of consulting
services to the Company in exchange for a base consulting fee commencing at
$150,000 plus a target bonus of $70,000, with annual adjustments.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
Page
No.
---
<S> <C> <C>
(a) The following documents are filed as a part of this report:
1. Financial Statements:
Report of Independent Accountants 26
Consolidated balance sheets as of June 30, 1997 and 1996 27
Consolidated statements of operations for the years ended June 30, 1997,
1996 and 1995 28
Consolidated statements of shareholders' equity for the years ended June
30, 1997, 1996 and 1995 29
Consolidated statements of cash flows for the years ended June 30, 1997,
1996 and 1995 30
Notes to consolidated financial statements 32
2. Financial Statement Schedules:
Schedule II, Valuation and qualifying accounts and reserves 46
All other schedules are omitted because they are not applicable, or not
required, or the required information is included in the financial
statements or notes thereto.
3. Exhibits:
2.1 Purchase and Transfer Agreement dated November 30, 1995, is incorporated herein by
reference to Exhibit 2.1 to the Form 8-K filed December 14, 1995.
2.2 Agreement dated May 12, 1993 is incorporated herein by reference to Exhibit 2.2 to the
Form 8-K filed December 14, 1995.
3(i). Articles of Incorporation of the Company as in effect on the date hereof is incorporated herein by
reference to Exhibit 3 to the Annual Report on Form 10-K of the Company for the Fiscal Year ended
June 30, 1990.
3(ii). By-laws of the Company as in effect on the date hereof is incorporated herein by reference to Exhibit
3 to the Annual Report on Form 10-K of the Company for the Fiscal Year ended June 30, 1990.
10a1. Amendment and Restatement of MICROS Systems, Inc. Stock Option Plan is incorporated herein by
reference to Exhibit 4.1 to the Registration Statement on Form S-8 of the Company filed on February
16, 1990.
</TABLE>
23
<PAGE> 24
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(continued)
<TABLE>
<S> <C>
10a2. First Amendment to the Amendment and restatement of MICROS Systems, Inc. Stock Option
Plan constituting Exhibit 10a1 hereto is incorporated herein by reference to Exhibit 4.2
to the Registration Statement on Form S-8 of the Company filed on February 16, 1990.
10b1. MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by
reference to Exhibit A to the Proxy Statement of the Company for the 1993 Annual Meeting
of Shareholders.
10b2. MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by
reference to Exhibit A to the Proxy Statement of the Company for the 1995 Annual Meeting
of Shareholders.
10b3 MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by
reference to Exhibit A to the Proxy Statement of the Company for the 1996 Annual Meeting
of Shareholders.
10c. Underwriting Agreement dated July 6, 1995 by and among MICROS Systems, Inc.,
Westinghouse Electric Corporation, Westinghouse Holdings Corporation, J.P. Morgan
Securities, Inc., Morgan Stanley & Co. Incorporated and Smith Barney, Inc. is
incorporated herein by reference to Exhibit 10d to the Annual Report on Form 10-K of the
Company for the Fiscal Year ended June 30, 1995.
10d. Employment Agreement dated June 1, 1995 between MICROS Systems, Inc. and A.L.
Giannopoulos is incorporated herein by reference to Exhibit 10e to the Annual Report on
Form 10-K of the Company for the Fiscal Year ended June 30, 1995.
10e. Consulting Agreement dated June 30, 1995 between MICROS Systems, Inc. and Louis M.
Brown, Jr. is incorporated herein by reference to Exhibit 10f to the Annual Report on
Form 10-K of the Company for the Fiscal Year ended June 30, 1995.
10f. Employment Agreement dated August 25, 1995 between MICROS Systems, Inc. and Daniel Cohen
is incorporated herein by reference to Exhibit 10g to the Annual Report on Form 10-K of
the Company for the Fiscal Year ended June 30, 1995.
10g. MICROS Systems, Inc. Bonus and Incentive Plan is incorporated herein by reference to
Exhibit 10 to the Quarterly Report on Form 10-Q of the Company for the period ended
September 30, 1994.
10h. Employment Agreement dated May 28, 1997 between MICROS Systems, Inc. and Gary C.
Kaufman.
10i. Employment Agreement dated May 28, 1997 between MICROS Systems, Inc. and Ronald J.
Kolson.
10j. Consulting Agreement dated July 1, 1997 between MICROS Systems, Inc. and Daniel Cohen.
11. Statement Regarding Computation of Earnings Per Share.
21. Subsidiaries of the Company.
23. Consent of Independent Accountants.
27. Financial Data Schedule.
</TABLE>
24
<PAGE> 25
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(continued)
<TABLE>
<S> <C>
99.1 Final Statements of Acquired Business is incorporated herein by reference to Exhibit
99.1 to the Form 8-K/A filed February 13, 1996.
99.2 Proforma Financial Information is incorporated herein by reference to Exhibit 99.2 to
the Form 8-K/A filed February 13, 1996.
</TABLE>
- ----------------
(b) Reports on form 8-K:
No reports on Form 8-K have been filed during the fourth quarter of
the fiscal year ended June 30, 1997.
The annual report will be mailed to shareholders prior to the
annual meeting scheduled for November 21, 1997.
25
<PAGE> 26
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of MICROS Systems, Inc.,
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) and (2) on page 23 present fairly, in all
material respects, the financial position of MICROS Systems, Inc. and its
subsidiaries at June 30, 1997 and 1996, and the results of their operations and
their cash flows for each of the three years in the period ended June 30, 1997,
in conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit 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 the
opinion expressed above.
Price Waterhouse LLP
Linthicum, Maryland
September 3, 1997
26
<PAGE> 27
MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of June 30, 1997 and 1996
(in thousands, except per share data)
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 10,864 $ 15,231
Accounts receivable, net of allowance for doubtful accounts of
$2,508 in 1997 and $2,016 in 1996 64,541 49,250
Inventories 23,855 15,138
Deferred income taxes 3,437 3,899
Prepaid expenses and other current assets 5,053 4,420
---------- ----------
Total current assets 107,750 87,938
Property, plant and equipment, net 19,297 15,623
Deferred income taxes, non-current 5,026 5,580
Goodwill and intangible assets, net of accumulated amortization of
$5,731 in 1997 and $3,346 in 1996 20,806 20,746
Purchased and internally developed software costs, net of accumulated
amortization of $4,825 in 1997 and $2,650 in 1996 9,872 6,287
Other assets 799 662
---------- ----------
Total assets $ 163,550 $ 136,836
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank lines of credit $ 11,740 $ 14,947
Current portion of long-term debt 2,846 5,210
Current portion of capital lease obligations 210 152
Accounts payable 16,797 12,726
Accrued expenses and other current liabilities 30,567 23,927
Income taxes payable 5,182 986
Deferred service revenue 12,570 9,295
---------- ----------
Total current liabilities 79,912 67,243
Long-term debt, net of current portion 3,368 6,312
Capital lease obligations, net of current portion 3,711 3,850
Deferred income taxes 3,321 2,588
Minority interests 1,511 648
---------- ----------
Total liabilities 91,823 80,641
---------- ----------
Commitments and contingencies
Shareholders' equity:
Common stock, $.025 par; authorized 10,000 shares; issued
and outstanding 7,992 shares in 1997 and 7,944 shares in 1996 200 199
Capital in excess of par 18,103 16,253
Retained earnings 56,126 39,794
Accumulated foreign currency translation adjustments (2,702) (51)
---------- ----------
Total shareholders' equity 71,727 56,195
---------- ----------
Total liabilities and shareholders' equity $ 163,550 $ 136,836
========== ==========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
27
<PAGE> 28
MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
for the years ended June 30, 1997, 1996 and 1995
(in thousands, except per share data)
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Revenue:
Hardware and software $ 148,801 $ 119,854 $ 85,929
Service 79,368 58,195 26,092
--------- --------- ---------
Total revenue 228,169 178,049 112,021
--------- --------- ---------
Costs and expenses:
Cost of sales
Hardware and software 72,070 62,270 44,513
Service 39,921 28,028 11,751
--------- --------- ---------
Total cost of sales 111,991 90,298 56,264
Selling, general and administrative expenses 69,685 57,024 32,817
Research and development expenses 11,170 7,171 4,758
Purchased in-development software technology (Note 2) -- 14,770 --
Depreciation and amortization 7,487 4,755 1,640
--------- --------- ---------
Total costs and expenses 200,333 174,018 95,479
--------- --------- ---------
Income from operations 27,836 4,031 16,542
Non-operating income (expense):
Interest income 461 833 1,173
Interest expense (1,445) (1,648) (369)
Other income (expense), net 774 (55) 476
--------- --------- ---------
Income before taxes and minority interests
and equity in net earnings of affiliates 27,626 3,161 17,822
Income taxes 10,616 347 6,175
--------- --------- ---------
Income before minority interests and equity in
net earnings of affiliates 17,010 2,814 11,647
Minority interests and equity in net earnings
of affiliates (678) (422) (70)
--------- --------- ---------
Net income $ 16,332 $ 2,392 $ 11,577
========= ========= =========
Net income per common and common equivalent share $ 2.03 $ 0.30 $ 1.46
========= ========= =========
Weighted-average number of common and common
equivalent shares outstanding 8,050 8,006 7,952
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
28
<PAGE> 29
MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended June 30, 1997, 1996 and 1995
(in thousands)
<TABLE>
<CAPTION>
Accum. Foreign
Common Stock Capital Currency
--------------------- in Excess Retained Transl.
Shares Amount of Par Earnings Adjust. Total
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1994 7,787 195 13,761 25,825 157 39,938
Stock issued upon exercise of options 72 1 352 -- -- 353
Income tax benefit from stock options
exercised -- -- 361 -- -- 361
Net income for the year -- -- -- 11,577 -- 11,577
Foreign currency translation
adjustment -- -- -- -- 812 812
Capital contribution from Westinghouse -- -- 409 -- -- 409
-------- -------- -------- -------- -------- --------
Balance, June 30, 1995 7,859 196 14,883 37,402 969 53,450
Stock issued upon exercise of options 85 3 644 -- -- 647
Income tax benefit from stock options
exercised -- -- 329 -- -- 329
Net income for the year -- -- -- 2,392 -- 2,392
Foreign currency translation
adjustment -- -- -- -- (1,020) (1,020)
Capital contribution from Westinghouse -- -- 361 -- -- 361
Other -- -- 36 -- -- 36
-------- -------- -------- -------- -------- --------
Balance, June 30, 1996 7,944 $ 199 $ 16,253 $ 39,794 $ (51) $ 56,195
Stock issued upon exercise of options 48 1 760 -- -- 761
Non-refundable stock option deposit -- -- 583 -- -- 583
Income tax benefit from stock options
exercised -- -- 146 -- -- 146
Net income for the year -- -- -- 16,332 -- 16,332
Foreign currency translation
adjustment -- -- -- -- (2,651) (2,651)
Capital contribution from Westinghouse -- -- 361 -- -- 361
-------- -------- -------- -------- -------- --------
Balance, June 30, 1997 7,992 $ 200 $ 18,103 $ 56,126 $ (2,702) $ 71,727
======== ======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
29
<PAGE> 30
MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended June 30, 1997, 1996 and 1995
(in thousands)
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $16,332 $2,392 $11,577
------- ------ -------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 7,487 4,755 1,640
Amortization of capitalized software 1,723 1,494 490
Charge for purchase of in-development software -- 14,770 --
Provision for losses on accounts receivable 1,279 473 697
Provision for inventory obsolescence 621 446 502
Undistributed earnings from equity investment and
minority interests 678 422 70
Provision for deferred income taxes 1,203 (6,039) (261)
Currency gain on equity investment and
loan receivable -- (189) (188)
Changes in assets and liabilities:
Increase in accounts receivable (19,014) (6,779) (8,240)
Increase in inventories (9,996) (3,193) (1,529)
Increase in prepaid expenses and other assets (1,557) (882) (1,213)
Increase in accounts payable 4,299 871 2,612
Increase (decrease) in accrued expenses and other
current liabilities 4,828 (1,071) 5,472
Increase (decrease) in income taxes payable 4,412 (118) (314)
Increase in deferred service revenue 4,112 1,316 1,661
------- ------ -------
Total adjustments 75 6,276 1,399
------- ------ -------
Net cash provided by operating activities 16,407 8,668 12,976
------- ------ -------
Cash flows from investing activities:
Purchases of property, plant and equipment (8,100) (4,822) (2,589)
Proceeds from dispositions of property, plant and equipment 160 112 2
Capitalized software development costs (4,319) (2,437) (286)
Purchase of third party software (1,250) -- --
Purchase of net district assets -- -- (206)
Purchase of equity interest in investees -- -- (3,482)
Sale (purchase) of short-term investments -- 3,170 (3,170)
(Loan) proceeds to affiliates -- (2,347) 3,223
Loan to investee -- -- (604)
Dividends received from affiliates -- 581 210
Proceeds from sale of affiliates 600 -- --
Net cash paid for acquisitions (2,407) (27,036) --
------- -------- -------
Net cash used in investing activities (15,316) (32,779) (6,902)
-------- -------- -------
Cash flows from financing activities:
Principal payments on line of credit (1,924) (11,152) --
Principal payments on long-term debt (4,761) (2,756) (233)
Principal payments on capital lease obligations (198) (154) (88)
Proceeds from issuance of stock 760 646 353
Proceeds from non-refundable stock option deposit 583 -- --
Proceeds from long-term debt -- 8,075 --
Proceeds from line of credit -- 20,742 --
Income tax benefit from stock options exercised 146 329 361
Capital contributions from Westinghouse and other 361 397 409
------- ------ -------
Net cash provided by financing activities (5,033) 16,127 802
------- ------ -------
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
30
<PAGE> 31
MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
for the years ended June 30, 1997, 1996 and 1995
(in thousands)
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Effect of exchange rate changes on cash (425) -- --
------- ------- -------
Net (decrease) increase in cash and cash equivalents $(4,367) $(7,984) $ 6,876
Cash and cash equivalents at beginning of year 15,231 23,215 16,339
------- ------- -------
Cash and cash equivalents at end of year $10,864 $15,231 $23,215
======= ======= =======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 1,329 $ 1,247 $ 368
======= ======= =======
Income taxes $ 6,410 $ 5,761 $ 6,470
======= ======= =======
</TABLE>
Supplemental schedule of noncash financing and investing activities (in
thousands):
In June 1997, the Company purchased, through its wholly-owned
Australian Fidelio subsidiary located in Brisbane, certain assets from
Ausdata Pty Limited ("Ausdata"), an Australian company (see Note 2 of
Notes to Consolidated Financial Statements).
In October 1996, the Company purchased the remaining 30% interest in
one of its majority-owned subsidiaries for $399, payable $80 at
closing and $319 in equal annual installments over the next four
years, beginning October 1, 1997. The note bears interest at the prime
rate and is adjusted annually each October 1st.
The purchase of district assets in fiscal 1995 included cash payments
of $206 and the issuance of a promissory note in the amount of $235,
with annual payments through April 1999. The unamortized discount on
the note, based on an imputed annual interest rate of 8.75%, is $12 at
June 30, 1997.
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 (approximately $2,800 at exchange rates in effect at the date
of purchase), payable FF 8,000 at closing and FF 6,000 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 $79 at June 30, 1997.
The accompanying notes are an integral part of the
consolidated financial statements.
31
<PAGE> 32
MICROS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
1. Description of business and summary of significant accounting
policies:
Description of business
MICROS is a leading worldwide designer, manufacturer, supplier and
servicer of point-of-sale ("POS") systems, property management systems
("PMS") and central reservation systems ("CRS") software for
hospitality providers, including full service and quick service
restaurants, restaurants located in hotels and other lodging
establishments, casinos, sports arenas, theme parks, hotels, motels
and resorts. (References to "MICROS" or the "Company" herein include
the operations of MICROS Systems, Inc. and its subsidiaries on a
consolidated basis.)
Basis of preparation
The consolidated financial statements are prepared in accordance with
generally accepted accounting principles which requires the use of
estimates made by the Company's management. Actual results may
differ from those estimates.
Principles of consolidation
The consolidated financial statements include the accounts of the
Company and its majority-owned subsidiaries. The earnings in
consolidated MICROS subsidiaries are recorded net of minority
interests. Investments in 20%-through 50%-owned affiliated companies
in which the Company exercises significant influence over operating
and financial affairs are included under the equity method.
Otherwise, investments are included at cost. All significant
intercompany accounts and transactions have been eliminated.
Foreign currency translation
The financial statements of MICROS's non-U.S. operations are
translated into U.S. dollars for financial reporting purposes. The
assets and liabilities of non-U.S. operations whose functional
currencies are other than the U.S. dollar are translated at rates of
exchange at fiscal year-end, and revenues and expenses are translated
at average exchange rates for the fiscal year. The cumulative
translation effects are reflected in shareholders' equity. Gains and
losses on transactions denominated in other than the functional
currency of an operation are reflected in other income (expense).
Revenue recognition
Revenue from hardware sales is recognized at the time of shipment with
a provision for estimated returns and allowances. Revenue from
licensed software sales is recognized when shipped, with an
appropriate deferral for post-contract customer support. This
deferral is earned when significant obligations no longer exist.
Revenue from the installation of products is recognized upon the
completion of the installation of the product as acknowledged by the
customer. Service contract revenue is initially recorded as deferred
service revenue and is reflected in operating income on a pro rata
basis over the contract term.
Cash equivalents
The Company considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.
32
<PAGE> 33
Inventories
Inventories are stated at the lower of cost or market. Cost is
determined principally by the first-in, first- out method.
Property, plant and equipment
Property, plant and equipment are stated at cost. Maintenance and
repairs are charged to expense as incurred, and the costs of additions
and betterments are capitalized. Depreciation is provided in amounts
which amortize costs over the useful lives of the related assets,
generally three to ten years for equipment and forty years for
building and building improvements, utilizing the straight-line
method. Leasehold improvements are amortized over the terms of the
respective leases or useful lives of the improvements, whichever is
shorter.
Warranties
A majority of the Company's products are under warranty for defects in
material and workmanship for a one-year period. The Company
establishes an accrual for estimated warranty costs at the time of
sale.
Capitalized computer software development costs
Software development costs incurred prior to establishing
technological feasibility are charged to operations and included in
research and development costs. Software development costs incurred
after establishing technological feasibility, and purchased software
costs, are capitalized and amortized on a product-by-product basis
when the product is available for general release to customers.
Annual amortization, charged to cost of sales, is the greater of the
amount computed using the ratio that current gross revenues for a
product bear to the total of current and anticipated future gross
revenues for that product, or the straight-line method over the
remaining estimated economic life of the product.
Research and development costs
Expenditures for research and development not capitalized as described
above are charged to operations as incurred.
Goodwill and intangible assets
Goodwill represents the excess of purchase price over the fair value
of the net assets of acquired subsidiaries and investees. Goodwill
and intangible assets are stated on the basis of cost and are
amortized on a straight line basis over their estimated periods of
benefit, none of which exceeds 10 years. Recoverability is assessed
annually or whenever adverse events and changes in circumstances
indicate that undiscounted cash flows previously anticipated warrant
reassessment.
Financing costs related to long-term debt
Costs associated with obtaining long-term debt are deferred and
amortized over the term of the related debt.
33
<PAGE> 34
Advertising costs
The Company's policy for accounting for advertising is to expense
costs as incurred. Advertising expenses for fiscal 1997, 1996 and
1995, were $2,577, $2,590 and $1,601, respectively.
Income taxes
Deferred tax liabilities and assets are recognized for the expected
future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.
Net income per common and common equivalent share
Net income per common and common equivalent share is computed based on
the weighted-average number of common and dilutive common equivalent
shares outstanding during each year. For purposes of this
computation, the Company's dilutive outstanding stock options are
considered common stock equivalents.
Fair value of financial instruments
The carrying amounts of the Company's financial instruments reflected
in the consolidated balance sheet at June 30, 1997 approximate their
respective fair values.
Reclassifications
Certain balances have been reclassified to conform to 1997
presentation.
2. Acquisitions:
Ausdata
On June 3, 1997, the Company, through its wholly-owned
Australian Fidelio subsidiary located in Brisbane, acquired certain
assets from Ausdata Pty Limited ("Ausdata"), an Australian company.
The purchased assets relate to the distribution of MICROS POS products
in Australia. As part of the transaction, MICROS assumed all
distribution rights in Australia, and hired approximately 24 Ausdata
employees. The purchase price consisted of a base payment in the
amount of approximately Australian $4.8 million (equal to US$3.6
million at exchange rates at the time of the acquisition), Australian
$1.4 million (equal to U.S. $1.1 million at exchange rates at the time
of acquisition) was paid at closing and the remainder of which is
payable in fiscal 1998, and an earn-out payment, earnable over three
years if certain financial targets are exceeded. Goodwill and other
intangible assets as a result of this transaction were Australian
$4.8 millio (U.S. $3.6 million at the exchange rate in effect at the
date of purchase) which is being amortized over a period of seven and
six years, respectively. The Company currently intends to consolidate
MICROS and Fidelio operations in Sydney, while continuing to maintain
a presence in Melbourne and Brisbane. The pro forma effects of this
acquisition are immaterial and are not presented herein.
Fidelio Software GmbH
On November 30, 1995, the Company acquired the remaining 70% of
Fidelio Software GmbH ("Fidelio") for DM 40,000 (approximately $28,500
at the exchange rate as of the date of acquisition) in a transaction
which has been accounted for under the purchase method (the
"Acquisition"). In fiscal 1993, 15% of the capital stock of Fidelio
had been acquired and an additional 15% was acquired in October 1994;
the carrying value of this 30% investment at the date of the
Acquisition was $7,700.
The Company engaged a nationally recognized, independent appraisal
firm to express an opinion on the fair market value of the Fidelio
assets acquired to serve as a basis for allocation of the purchase
price for
34
<PAGE> 35
the remaining 70% to various classes of assets. The appraisal
included identifiable intangible assets as well as software
technology. After the Company's allocation of the purchase price for
the acquisition, including $1,700 of acquisition liabilities incurred,
and elimination of the carrying value of the initial 30% investment,
Fidelio's assets and liabilities were recorded on a consolidated basis
at the date of acquisition:
<TABLE>
<S> <C>
Tangible net assets (liabilities) $ (3,200)
Identifiable intangible assets 2,000
Current software products 3,800
Purchased in-development software technology 14,770
Goodwill (excess of purchase price over
fair value of net assets acquired) 20,500
--------
$ 37,870
========
</TABLE>
The tangible net assets (liabilities) consist primarily of cash,
accounts receivable, inventory, property and equipment and liabilities
assumed. The identifiable intangible assets are being amortized on a
straight-line basis over periods ranging from seven to nine years.
All goodwill related to Fidelio, including approximately $5,000
remaining from the initial 30% purchase, is being amortized over nine
years.
The software technology valuation was accomplished through the
application of an income approach. Projected debt-free income,
revenue net of provision for operating expenses, income taxes and
returns on requisite assets were discounted to a present value. This
approach was used for each of the Fidelio product lines. Software
technology was divided into two categories:
1. "Current products", representing software products currently
in the marketplace as of the acquisition date, and software
in the development stage which had reached technological
feasibility.
2. "Purchased in-development software technology", representing
products in the development stage not considered to have
reached technological feasibility.
The fair market value of the purchased current products was determined
to be $3,800. This amount was recorded as an asset and is being
amortized over a maximum of four remaining years based on the greater
of the ratio that the current gross revenues from the product bear to
the total of current and anticipated future gross revenues for that
product or straight-line amortization.
Purchased in-development software technology included the value of
products still in the development stage and not considered to have
reached the technological feasibility stage. As a result of the
valuation, the fair market value of the purchased in-development
software technology was determined to be $14,770. In accordance with
the applicable accounting rules, this amount was expensed upon
acquisition in the second quarter of fiscal 1996.
Unaudited pro forma information for the twelve-month periods ended
June 30, 1996 and 1995, as if the acquisition had occurred on the
first day of those periods, but excluding the one-time write-off of
the purchased in-development software technology discussed above, 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. in October 1995 for
$4,000.
<TABLE>
<CAPTION>
Twelve Months Ended June 30,
----------------------------
1996 1995
-------- --------
(unaudited)
<S> <C> <C>
Revenue $202,700 $158,100
Net Income $ 10,300 $ 11,200
Net income per share $ 1.29 $ 1.41
</TABLE>
35
<PAGE> 36
D.A.C. Systemes/MICROS France and AD-Maintenance Informatique ("ADMI")
On August 25, 1995, the Company purchased from Daniel Cohen (a
director of the Company) and his family, the remaining 77% of D.A.C.
Systemes/MICROS France and AD-Maintenance Informatique ("ADMI") for FF
14,000 (approximately $2,800 at exchange rates in effect at the date
of purchase), payable FF 8,000 at closing and FF 6,000 over the next
four years, plus potential additional payments based on earnings over
the next four years. In addition, Mr. Cohen was granted a five year
employment contract at FF 600 (approximately $119 at exchange rates in
effect at the date of purchase) per year plus a bonus based on future
operating results. Goodwill recorded as a result of this transaction
was $1,000 which is being amortized over 9 years. The pro forma
effects of this acquisition are immaterial and are not presented
herein.
3. Inventories:
The components of inventories are as follows:
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Raw materials $ 7,594 $ 3,528
Work-in-process 3,515 2,955
Finished goods 12,746 8,655
------- -------
$23,855 $15,138
======= =======
</TABLE>
4. Property, plant and equipment:
The components of property, plant and equipment are as follows:
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Land $ 1,583 $ 1,583
Buildings 5,235 5,235
Building improvements 354 320
Machinery and equipment 21,156 15,218
Furniture and fixtures 4,802 5,742
Leasehold improvements 1,470 857
-------- --------
$ 34,600 28,955
Accumulated depreciation and amortization (15,303) (13,332)
-------- --------
Net property, plant and equipment $ 19,297 $ 15,623
======== ========
</TABLE>
5. Line of credit:
The Company has a $25.0 million multi-currency unsecured committed
line of credit with NationsBank, N.A. ("NationsBank"), effective
November 21, 1995, and expiring on December 31, 1997. The Company has
the one-time option to convert the line of credit into a three-year
secured term loan upon expiration of the line of credit. Interest due
under the line of credit will be calculated as follows: (i) in the
event the advance is in U.S. dollars, at the option of the Company,
either the bank's prime rate minus one half of one percent (.50%) per
annum, or the LIBOR rate plus one and one eighth percent (1.125%) per
annum; or (ii) in the event the advance is made in a currency other
than the U.S. dollar, the LIBOR rate for the applicable denominated
currency selected, plus one and one eighth percent (1.125%) per annum.
Interest due under the three-year secured term loan shall be, at the
option of the Company, the prime rate or the treasury bill rate
(adjusted to a constant maturity of three years) plus two and one
quarter percent (2.25%). During fiscal 1996, the Company had drawn
under the existing line of credit DM 30.0 million, which was utilized
to fund the acquisition of the remaining stock in Fidelio at the end
of November 1995. Under the terms of the current loan agreement, the
Company may borrow up to $25.0 million less the amount of outstanding
letters of credit. Amounts outstanding under the line are payable on
demand and are not secured by the assets of the Company. The
agreement requires the Company to satisfy certain financial covenants.
In addition, the agreement limits the incurrence of additional
indebtedness and restricts the Company's payment of dividends other
than stock dividends.
The Company used the full proceeds of a DM 10.0 million term loan to
reduce the DM 30.0 million borrowing under the NationsBank line of
credit (see Note 6). Accordingly, as of June 30, 1997, the borrowing
under the NationsBank line of credit was DM 20.0 million
(approximately $11.7 million at the June 30, 1997 exchange rate).
36
<PAGE> 37
Prior to November 21, 1995, the Company had a line of credit with
NationsBank, with a borrowing capacity of $15.0 million. There were
no borrowings under the $15.0 million line of credit.
Further, during fiscal 1997 Fidelio maintained three unsecured
committed lines of credit with BFH Bank, Hypobank and Commerzbank.
Fidelio's line of credit with Commerzbank continues to be in place,
but Fidelio no longer maintains lines of credit with BHF Bank and
Hypobank as of May 31, 1997. DM 7.0 million (approximately $4.1
million at the June 30, 1997 exchange rate), is available in the
Commerzbank line of credit. No borrowings existed under this line of
credit as of June 30, 1997. Certain Fidelio subsidiaries maintain
additional lines of credit, none of which is considered material.
At June 30, 1997, for all of its lines of credit, the Company had
borrowed approximately $11.7 million and has approximately $17.4
million available.
6. Long-term debt:
The components of long-term debt are as follows:
<TABLE>
<CAPTION>
June 30, 1997
Interest Rates Maturities 1997 1996
-------------- ---------- ---- ----
<S> <C> <C> <C> <C>
Term loan 5.30% April 1999 $ 3,419 $6,016
Variable rate note 5.70% 2006 1,071 1,201
Term loan 7.25% June 1997 0 813
Notes payable 5.75-8.75% 1999-2000 1,724 3,080
All other Various 1997-2002 0 412
------- -------
6,214 11,522
Less current portion 2,846 5,210
------- -------
$ 3,368 $ 6,312
======= =======
</TABLE>
On March 29, 1996, the Company acquired a DM 10.0 million term loan,
of which DM 5.8 million is outstanding at June 30, 1997 (approximately
$3.4 million at the June 30, 1997 exchange rate), from Commerzbank.
Under the loan, payments of principal and accrued interest at a fixed
rate of 5.3% are due at the end of each month, beginning April 1996,
for the next 36 months.
The variable rate note relates to the Company's Industrial Revenue
Bond obligation used to purchase one of the buildings it occupies in
Beltsville, Maryland. The interest rate on the debt is a variable
rate set weekly by the bank who purchased the bond. The maximum rate
is 15%, and on June 30, 1997 the effective interest rate was
approximately 5.70%. The Company is repaying the debt in equal
monthly principal payments plus interest through January 2006. The
loan, which is collateralized by property, plant and equipment, is
subject to certain debt covenants.
Prior to the Fidelio acquisition, Fidelio obtained a 7.25% term loan
with BHF Bank for DM 1,850, maturing June 1997. Under the loan,
quarterly payments of principal and accrued interest at a fixed rate
of 7.25% commenced in 1995. Proceeds of this term loan were used by
Fidelio in 1995 for a strategic acquisition in 1995 prior to MICROS's
acquisition of Fidelio. This loan has been repaid in full at June 30,
1997.
37
<PAGE> 38
The notes payable relate to obligations incurred by the Company in
connection with various strategic acquisitions. The notes carry
interest rates ranging from 5.75% to 8.75%, with varying installment
payments through October 2000. The aggregate unamortized discount on
these notes, based on their respective imputed interest rates, is $99
at June 30, 1997.
Annual maturities of long-term debt are as follows:
<TABLE>
<CAPTION>
Year ended June 30, Amount
------------------ ------
<S> <C>
1998 $2,846
1999 2,059
2000 483
2001 219
2002 130
2003 and thereafter 477
------
$6,214
======
</TABLE>
7. Accrued expenses and other current liabilities:
The components of accrued expenses and other current liabilities are
as follows:
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Compensation and related taxes $ 7,369 $ 6,185
Commissions 4,872 3,974
Quantity discounts and credits due customers 3,945 4,269
Deposits received from customers 4,239 1,963
VAT and sales taxes 1,026 1,514
Acquisition reserves 139 1,008
Payments due for acquisitions 2,500 --
Accrued payables and other 6,477 5,014
------- -------
$30,567 $23,927
======= =======
</TABLE>
8. Commitments and contingencies:
Leases
The Company and its subsidiaries lease office space and equipment
under operating leases expiring at various dates through 2002. Rent
expense under these leases for fiscal 1997, 1996 and 1995 was $4,852,
$3,153, and $1,348, respectively.
The Company and its subsidiaries lease office and warehouse space
under capital leases expiring at various dates through 2009. The
Company's primary capital lease commenced January 1994 and expires in
2009. The cost of these assets is included in land and building at
$1,000 and $2,840 respectively, at June 30, 1997 and 1996.
Accumulated depreciation on the building at June 30, 1997 and 1996 was
$248 and $177, respectively.
38
<PAGE> 39
Future minimum lease commitments at June 30, 1997 are as follows:
<TABLE>
<CAPTION>
Operating Capital
Year ending June 30, Leases Leases
---------------------------------------- ------- -------
<S> <C> <C>
1998 $ 4,846 $ 447
1999 2,985 490
2000 1,605 419
2001 446 420
2002 244 442
2003 and thereafter 0 3,404
------- -------
$10,126 5,622
=======
Less amount representing interest at 7% 1,701
-------
3,921
Current portion 210
-------
Long-term obligation under capital lease $ 3,711
=======
</TABLE>
Legal proceedings
MICROS is and has been involved in legal proceedings arising in the
normal course of business. On March 25, 1997, Budgetel Inns, Inc.
("Budgetel") filed suit against MICROS in the United States Federal
District Court in the Eastern District of Wisconsin. Budgetel
alleges, among other things, that MICROS breached a March 1993
software support agreement by failing to provide full support to this
software package licensed to Budgetel in 1993. MICROS will defend
against Budgetel's allegations, and has moved to have certain of the
causes of action dismissed. While the ultimate outcome of litigation
is uncertain, and while litigation is inherently difficult to predict,
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.
9. Stock options:
The Company has incentive and non-qualified stock options outstanding
which were granted to a director, officers and other key employees
pursuant to authorization by the Board of Directors. The exercise
price of all options equals the market value on the date of the grant.
The options granted are exercisable pursuant to a three-year vesting
schedule whereby one-third of the options vest upon the first
anniversary of the grant, the second third of the options vest upon
the second anniversary of the grant, and the final third of the
options vest upon the third anniversary of the grant. All options
expire either five or ten years from the date of grant. The Company
applies the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," in accounting for the stock option awards.
Accordingly, the Company has not recognized any related compensation
expense in the consolidated statements of income.
39
<PAGE> 40
The following table summarizes the status of, and changes in, the
Company's stock option plans during the past three years:
<TABLE>
<CAPTION>
Stock Weighted-average Options Weighted-average
Options Exercise Price Exercisable Exercise Price
------- -------------- ----------- --------------
<S> <C> <C> <C> <C>
Balance, June 30, 1994 196 $6.55
Options granted 216 29.99
Options canceled (3) 7.80
Options exercised (72) 4.94
---
Balance, June 30, 1995 337 21.90 99 $ 6.97
== ======
Options granted 99 26.00
Options canceled (22) 28.61
Options exercised (85) 7.58
---
Balance, June 30, 1996 329 26.42 109 $22.19
=== ======
Options granted 718 31.40
Options canceled (32) 26.28
Options exercised (48) 15.82
---
Balance, June 30, 1997 967 $30.65 146 $28.52
=== === ======
</TABLE>
Additional information regarding stock options outstanding at June 30,
1997 is as follows:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------ -------------------
Weighted
Average
Weighted Remaining Weighted
Average Contractual Average
Range of Exercise Prices Shares Price Life (in years) Shares Price
------------------------ ------ ----- --------------- ------ -----
<S> <C> <C> <C> <C> <C>
$8.625 to $26.375 222 $24.23 3.92 33 $23.46
$29.5625 375 $29.56 9.40 -- --
$29.6875 to $39.3125 192 $30.69 3.42 113 $29.98
$40.875 178 $40.88 4.98 -- --
--- ---
$8.625 to $40.875 967 $30.65 6.14 146 $28.52
=== ===
</TABLE>
SFAS No. 123, "Accounting for Stock-Based Compensation," requires the
Company to make certain disclosures as if the fair value based method
of accounting had been applied to the Company's stock option grants
made subsequent to fiscal 1995. Accordingly, the Company estimated
the grant-date fair value of each option awarded in fiscal years 1996
and 1997 using the Black-Scholes option-pricing model with the
following weighted-average assumptions:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Risk-free interest rate 6.1% 6.3%
Expected life 4.5 years 3.5 years
Expected volatility 50% 44%
Expected dividend yield 0% 0%
</TABLE>
Had fiscal 1997 and fiscal 1996 compensation cost been determined
including the weighted-average estimate of the fair value of each
option granted of $14.50 in fiscal 1997 and $11.10 in fiscal 1996,
the Company's net income would be reduced to pro forma amounts of
$14,859 in fiscal 1997 and $2,340 in
40
<PAGE> 41
fiscal 1996. Pro forma earnings per share would be $1.85 in fiscal
1997 and $0.29 in fiscal 1996. The Company believes that these pro
forma disclosures are not representative of the effects on reported
net income and earnings per share for future years because no
consideration has been made for options granted prior to fiscal 1996
and the options vest over three years.
10. Income taxes:
Pretax accounting income for the years ended June 30 was taxed under
the following jurisdictions:
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
United States $ 12,511 $ 13,853 $ 16,549
Non-U.S 15,115 (10,692) 1,273
-------- -------- --------
$ 27,626 $ 3,161 $ 17,822
======== ======== ========
</TABLE>
The components of income tax expense are:
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal $ 3,802 $ 4,920 $ 5,207
State 339 398 654
Foreign 5,272 1,068 574
-------- -------- --------
9,413 6,386 6,435
-------- -------- --------
Deferred:
Federal (27) 128 (220)
State (4) 23 (40)
Foreign 1,234 (6,190) --
-------- -------- --------
1,203 (6,039) (260)
-------- -------- --------
$ 10,616 $ 347 $ 6,175
======== ======== ========
</TABLE>
The total tax provision is different from the amount that would have
been recorded by applying the U.S. statutory federal income tax rate
to income before taxes. The reconciliation of these differences is as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
At statutory rate 35.0% 35.0% 35.0%
Increase (decrease) resulting from:
U.S. federal surtax reduction (0.4) (3.1) (.6)
State taxes, net of federal tax benefit .8 8.2 2.4
Research tax credits (1.5) -- (1.5)
Foreign Sales Corporation tax benefit (1.7) (8.2) (1.6)
Effect of tax rates in foreign jurisdictions 5.6 (41.0) 1.1
Permanent differences 1.0 15.0 .8
Other (.4) 5.1 (.7)
-------- -------- --------
Effective tax rate 38.4% 11.0% 34.9%
======== ======== ========
</TABLE>
Appropriate U.S. taxes have been provided for earnings of subsidiary
companies that are expected to be remitted to the parent company. The
cumulative amount of unremitted earnings from international
subsidiaries that is expected to be indefinitely reinvested is
approximately $7,100 at June 30, 1997.
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. At June 30, 1997 and 1996, the Company had potential tax
benefits of $386 related to U.S. net operating loss carryforwards for
income tax purposes. The tax loss carryforwards (if not utilized
against taxable income) expire beginning 2005 and continue through
2009. A valuation allowance of $386 has been provided at June 30,
1997 and 1996 to offset the related deferred tax assets due to
uncertainty of realizing the benefit of
41
<PAGE> 42
the loss carryforwards. The operating loss carryforwards were
acquired as part of a purchase of a subsidiary, and any realization of
the operating loss carryforwards will result in a reduction of
goodwill recorded as part of that acquisition. The following
summarizes the significant components of the Company's deferred tax
assets and liabilities:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Bad debt $ 877 $ 654
Accruals not currently deductible for tax 1,063 2,015
Inventory 1,317 972
Net operating loss carryforward 386 386
Purchased in-development software technology write-off 4,817 5,580
Other 389 258
---------- ----------
Total deferred tax assets 8,849 9,865
---------- ----------
Depreciation (443) (453)
Capitalized software development costs (2,470) (1,788)
Other (408) (347)
---------- ----------
Total deferred tax liabilities (3,321) (2,588)
---------- ----------
Net operating loss carryforward valuation allowance (386) (386)
---------- ----------
Net deferred tax asset $ 5,142 $ 6,891
========== ==========
</TABLE>
11. Other income (expense) net:
Other income (expense) is comprised of the following items:
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Foreign exchange gain (loss), net $ 256 $ 189 $ 328
Gain on sale of investment 219 -- --
Other, net 299 (244) 148
----- ----- -----
$ 774 $ (55) $ 476
===== ===== =====
</TABLE>
Other income, net includes primarily service charges on accounts
receivable and prompt payment discounts.
12. Related party transactions:
Westinghouse, as an incentive to 11 key officers to remain with the
Company for a period of two years following June 1, 1995, agreed to
make payments to such officers aggregating up to approximately $1.25
million, payable in three equal installments promptly after such date
and on the first and second anniversaries of such date (subject to the
officer remaining employed by the Company on the relevant payment
date). In June 1995, the first installment of $409 was paid for
these key officers of the Company. In June 1996, the second
installment of $361, reduced by $48 from the June 1995 payment
due to the resignation of one of the eleven key officers, was paid by
Westinghouse. The final installment of $361 was paid in June
1997. Even though such payments were entirely funded by Westinghouse
and did not require any use of the Company's cash, for accounting
purposes, they are required to be reflected as compensation expense in
the Company's financial statements.
The Company has purchased certain raw materials and has contracted for
certain sub-assembly operations through Westinghouse to take advantage
of more competitive pricing available through off-shore manufacturing
locations. The Company estimates that it has purchased approximately
$195 in such
42
<PAGE> 43
materials and labor from Westinghouse during fiscal 1996 for the
period from July through September 1995, as no related party
relationship existed after September 1995.
For the period from July through September 1995, during which a
related party relationship existed between the Company and
Westinghouse, the Company purchased from Westinghouse and its
subsidiaries for approximately $170 other products and services
provided to the Company, including insurance coverage, office space,
consulting, office furniture, and telecommunications services.
During fiscal 1996, the Company sold approximately $344 in
products to D.A.C. Systemes/MICROS France, under the same terms and
conditions offered to other independently-owned dealers/distributors
of the Company. D.A.C. Systemes/MICROS France was principally owned
by Daniel Cohen, a Director of the Company, until August 25, 1995,
when MICROS acquired controlling interest. The fiscal 1996 activity
covers only the period from July through August 1995, since sales are
eliminated as intercompany after that date. During fiscal 1997 and
1996, the Company compensated Mr. Cohen $208 and $97, respectively.
During fiscal 1997 and 1996, the Company compensated Louis M. Brown,
Jr., Chairman of the Board, $226 and $217, respectively, for
consulting services provided to the Company. Effective June 30, 1995,
the Company and Mr. Brown entered into a Consulting Agreement
terminating on June 30, 2000, pursuant to which Mr. Brown is to
provide on the average 20 hours per week of consulting services to the
Company in exchange for a base consulting fee commencing at $150
plus a target bonus of $70, with annual adjustments.
13. Employee benefit plan:
The Company sponsors an employee savings plan which conforms to the
provisions of Section 401(k) of the Internal Revenue Code. The Plan
covers substantially all full-time employees and allows employees to
voluntarily defer a certain percentage of their income through
contributions to the Plan. Prior to January 1, 1995, the Company
elected to contribute to the Plan at its discretion. Effective
January 1, 1995, the Company matches fifty percent of the first five
percent of each participating employee's voluntary contributions.
Furthermore, the Company may elect to make additional contributions,
at its discretion. Company contributions were made during the years
ended June 30, 1997, 1996 and 1995 totaling $487, $649 and $346,
respectively.
The Company does not have any obligations to past or present employees
related to post employment benefits.
14. Geographic information:
The Company develops, manufactures, sells and services point-of-sale
computer systems, property management systems and central reservation
systems products for the hospitality industry. Foreign sales
aggregated approximately 51%, 48% and 33%, of revenue in fiscal 1997,
1996 and 1995, respectively. MICROS products are distributed in the
U.S. and internationally, primarily in Europe and the Pacific Rim,
through independent Dealer/Distributors and company-owned sales and
service offices. The Company's principal customers are lodging and
food service-related businesses. Economic risks are similar for these
businesses in that consumers generally spend more time lodging and
dining away from home in robust economies and less time in slow or
recessionary economies. The Company's experience with the collections
of trade receivables and the sales growth pattern follow general
economic conditions. No significant concentration of credit risk
exists within any geographic area.
43
<PAGE> 44
Operations in different geographic areas are as follows:
<TABLE>
<CAPTION>
Net Revenue
----------------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
United States (1) $ 113,130 $ 96,084 $ 76,914
International (2) 115,039 81,965 35,107
---------- ---------- ----------
Net revenue $ 228,169 $ 178,049 $ 112,021
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Income From Operations
----------------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
United States (1) $ 11,769 $ 9,076 $ 11,493
International (2) (3) 16,067 9,725 5,049
---------- ---------- ----------
Income from operations (3) $ 27,836 $ 18,801 $ 16,542
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Identifiable Assets
----------------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
United States $ 108,566 $ 97,449 $ 74,419
International (2) 54,984 39,387 15,225
---------- ---------- ----------
Total assets $ 163,550 $ 136,836 $ 89,644
========== ========== ==========
</TABLE>
(1) Included in United States Net Revenue are export sales amounting to
$2,076, $2,702 and $1,526 for each of the respective years.
(2) The International geographic area is principally comprised of
operations in Europe and the Pacific Rim.
(3) Excluded from fiscal 1996 income from operations is a charge for
purchased in-development software technology in the amount of $14,770
relating to the acquisition of Fidelio.
15. Quarterly financial information (unaudited):
Quarterly financial information for fiscal 1997 and 1996 is presented
in the following tables:
<TABLE>
<CAPTION>
First Second Third Fourth
1997 Quarter Quarter Quarter Quarter
- ---- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue $47,516 $55,957 $56,710 $67,986
======= ======= ======= =======
Gross margin $24,144 $28,284 $30,479 $33,271
======= ======= ======= =======
Income from operations $ 4,400 $ 7,493 $ 7,934 $ 8,009
======= ======= ======= =======
Net income $ 2,327 $ 4,011 $ 4,464 $ 5,530
======= ======= ======= =======
Net income per common and common equivalent
share $ 0.29 $ 0.50 $ 0.55 $ 0.68
======= ======= ======= =======
Stock Prices (in dollars)
- ------------------------
High 31-1/4 35-3/4 40-3/4 42
Low 18-3/4 28 28-3/4 30
</TABLE>
44
<PAGE> 45
<TABLE>
<CAPTION>
First Second Third Fourth
1996 Quarter Quarter Quarter Quarter
- ---- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue $32,360 $42,888 $47,305 $55,496
======= ======= ======= =======
Gross margin $15,961 $21,190 $23,399 $27,201
======= ======= ======= =======
Income (loss) from operations $ 4,514 $(9,413) $ 2,728 $ 6,202
======= ======= ======= =======
Net income (loss) $ 3,254 $(5,088) $ 1,182 $ 3,044
======= ======= ======= =======
Net income (loss) per common and common
equivalent
share $ 0.41 $ (0.63) $ 0.15 $ 0.38
======= ======= ======= =======
Stock Prices (in dollars)
- -------------------------
High 39-1/2 49-3/4 53-3/4 33
Low 31 32-3/4 23 20-1/4
</TABLE>
The Company has never paid a dividend. Its current policy is to retain
earnings and use funds for the operation and expansion of its
business. In addition, certain indebtedness restricts the amount of
cash dividends which may be payable.
45
<PAGE> 46
MICROS SYSTEMS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
for the years ended June 30, 1997, 1996 and 1995 (in thousands)
<TABLE>
<CAPTION>
Balance at Charged Balance
beginning to at end
Description of period expenses Deductions Other (1) of period
- --------------------------------- ---------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
Year ended June 30, 1997:
Allowance for doubtful accounts $2,016 $ 1,279 $ 933 $ 146 $ 2,508
Reserve for inventory obsolescence 1,605 621 544 (31) 1,651
------- ------- ------- ------- -------
$3,621 $ 1,900 $ 1,477 $ 115 $ 4,159
======= ======= ======= ======= =======
Year ended June 30, 1996:
Allowance for doubtful accounts $ 1,229 $ 473 $ (45) $ 269 $ 2,016
Reserve for inventory obsolescence 1,318 445 148 (2) (10) 1,605
------- ------- ------- ------- -------
$ 2,547 $ 918 $ 103 $ 259 $ 3,621
======= ======= ======= ======= =======
Year ended June 30, 1995:
Allowance for doubtful accounts $ 764 $ 697 $ 232 $ -- $ 1,229
Reserve for inventory obsolescence 973 503 158 (2) -- 1,318
------- ------- ------- ------- -------
$ 1,737 $ 1,200 $ 390 $ -0- $ 2,547
======= ======= ======= ======= =======
</TABLE>
(1) Primarily related to the Company's acquisitions of foreign subsidiaries
and translation.
(2) Material scrapped or otherwise disposed.
46
<PAGE> 47
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: 9-29-97 By:/s/ Gary C. Kaufman
------- ----------------------------
Gary C. Kaufman
Senior Vice President, Finance and
Administration/Chief Financial
Officer
Date: 9-29-97 By:/s/ Roberta J. Watson
------- ----------------------------
Roberta J. Watson
Vice President and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant, and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title
- ----------------------------- --------------------------
<S> <C> <C>
s/Louis M. Brown, Jr. Director and 9-29-97
- ------------------------ Chairman of the Board
Louis M. Brown, Jr.
s/A. L. Giannopoulos Director and President 9-29-97
- ------------------------ Chief Executive Officer
A. L. Giannopoulos
s/Ronald J. Kolson Executive Vice President 9-29-97
- ------------------------ Chief Operating Officer
Ronald J. Kolson
s/Gary C. Kaufman Senior Vice President 9-29-97
- ------------------------ Finance and Administration
Gary C. Kaufman Chief Financial Officer
s/Daniel Cohen 9-29-97
- ------------------------ Director
Daniel Cohen
s/Alan M. Voorhees 9-29-97
- ------------------------ Director
Alan M. Voorhees
s/Edward T. Wilson 9-29-97
- ------------------------ Director
Edward T. Wilson
s/John G. Puente 9-29-97
- ---------------------- Director
John G. Puente
s/F. Suzanne Jenniches 9-29-97
- ------------------------ Director
F. Suzanne Jenniches
</TABLE>
47
<PAGE> 48
EXHIBIT INDEX
<TABLE>
<S> <C>
2.1 Purchase and Transfer Agreement dated November 30, 1995, is
incorporated herein by reference to Exhibit 2.1 to the Form 8-K filed
December 14, 1995.
2.2 Agreement dated May 12, 1993 is incorporated herein by reference to
Exhibit 2.2 to the Form 8-K filed December 14, 1995.
3(i). Articles of Incorporation of the Company as in effect on the date
hereof is incorporated herein by reference to Exhibit 3 to the Annual
Report on Form 10-K of the Company for the Fiscal Year ended June 30,
1990.
3(ii). By-laws of the Company as in effect on the date hereof is incorporated
herein by reference to Exhibit 3 to the Annual Report on Form 10-K of
the Company for the Fiscal Year ended June 30, 1990.
10a1. Amendment and Restatement of MICROS Systems, Inc. Stock Option Plan is
incorporated herein by reference to Exhibit 4.1 to the Registration
Statement on Form S-8 of the Company filed on February 16, 1990.
10a2. First Amendment to the Amendment and restatement of MICROS Systems,
Inc. Stock Option Plan constituting Exhibit 10a1 hereto is
incorporated herein by reference to Exhibit 4.2 to the Registration
Statement on Form S-8 of the Company filed on February 16, 1990.
10b1. MICROS Systems, Inc. 1991 Stock Option Plan as amended, is
incorporated herein by reference to Exhibit A to the Proxy Statement
of the Company for the 1993 Annual Meeting of Shareholders.
10b2. MICROS Systems, Inc. 1991 Stock Option Plan as amended, is
incorporated herein by reference to Exhibit A to the Proxy Statement
of the Company for the 1995 Annual Meeting of Shareholders.
10b3 MICROS Systems, Inc. 1991 Stock Option Plan as amended, is
incorporated herein by reference to Exhibit A to the Proxy Statement
of the Company for the 1996 Annual Meeting of Shareholders.
10c. Underwriting Agreement dated July 6, 1995 by and among MICROS Systems,
Inc., Westinghouse Electric Corporation, Westinghouse Holdings
Corporation, J.P. Morgan Securities, Inc., Morgan Stanley & Co.
Incorporated and Smith Barney, Inc. is incorporated herein by
reference to Exhibit 10d to the Annual Report on Form 10-K of the
Company for the Fiscal Year ended June 30, 1995.
10d. Employment Agreement dated June 1, 1995 between MICROS Systems, Inc.
and A.L. Giannopoulos is incorporated herein by reference to Exhibit
10e to the Annual Report on Form 10-K of the Company for the Fiscal
Year ended June 30, 1995.
10e. Consulting Agreement dated June 30, 1995 between MICROS Systems, Inc.
and Louis M. Brown, Jr. is incorporated herein by reference to Exhibit
10f to the Annual Report on Form 10-K of the Company for the Fiscal
Year ended June 30, 1995.
10f. Employment Agreement dated August 25, 1995 between MICROS Systems,
Inc. and Daniel Cohen is incorporated herein by reference to Exhibit
10g to the Annual Report on Form 10-K of the Company for the Fiscal
Year ended June 30, 1995.
</TABLE>
48
<PAGE> 49
EXHIBIT INDEX (continued)
<TABLE>
<S> <C>
10g. MICROS Systems, Inc. Bonus and Incentive Plan is incorporated herein
by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of the
Company for the period ended September 30, 1994.
10h. Employment Agreement dated May 28, 1997 between MICROS Systems, Inc.
and Gary C. Kaufman.
10i. Employment Agreement dated May 28, 1997 between MICROS Systems, Inc.
and Ronald J. Kolson.
10j. Consulting Agreement dated July 1, 1997 between MICROS Systems, Inc.
and Daniel Cohen.
11. Statement Regarding Computation of Earnings Per Share.
21. Subsidiaries of the Company.
23. Consent of Independent Accountants.
27. Financial Data Schedule.
99.1 Final Statements of Acquired Business is incorporated herein by
reference to Exhibit 99.1 to the Form 8-K/A filed February 13, 1996.
99.2 Proforma Financial Information is incorporated herein by reference to
Exhibit 99.2 to the Form 8-K/A filed February 13, 1996.
</TABLE>
49
<PAGE> 1
EXHIBIT 10h
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this __ day of May, 1997,
by and between MICROS SYSTEMS, INC., a Maryland corporation, with offices
located at 12000 Baltimore Avenue, Beltsville, Maryland 20705 (hereinafter
referred to as the "Company"), and Gary C. Kaufman, whose current home address
is 10203 Castle Hill Court, Ellicott City, MD 21042 (hereinafter referred to as
the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive and the Executive
desires to accept such employment;
WHEREAS, the Executive possesses skills and experience which the Company
believes are of substantial value and importance to the success of the
Company's business operations; and
WHEREAS, the Executive is willing to make his services available to the
Company on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and the conditions
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which hereby is acknowledged, the parties hereto
agree as follows:
1. Employment. The Company hereby employs the Executive and the Executive
hereby accepts employment with the Company upon the terms and conditions
hereinafter set forth.
2. Duties. During the term of employment, the Executive shall serve as
Senior Vice President, Chief Financial Officer, and as such, he shall have
general responsibility for the Company's financial reporting and accounting
organization and he shall perform such other reasonable duties as the President
and CEO of the Company may assign, from time to time.
3. Term. The term of this Agreement shall commence upon the day and year
first above written ("Commencement Date") and shall continue until the third
anniversary hereof, unless sooner terminated, as provided herein.
4. Salary. The Executive's annual base salary shall be $143,000, payable in
equal bi-weekly installments. The Executive's salary shall not be reduced
during the term hereof, and shall be increased during the term hereof in a
manner no less favorably and at
1
<PAGE> 2
increments no less frequently than those increases accorded to similarly
situated Company executives.
5. Bonuses. In addition to his salary, the Executive shall be entitled to
receive a bonus for the fiscal year of the Company ending June 30, 1997 in an
amount of $70,000 (the "Target Bonus"). The Executive shall also be entitled
to receive a bonus for all other fiscal years hereunder, or portion thereof, in
an amount not less than $70,000, which shall not be reduced and shall be
increased during the term hereof in a manner no less favorably and at
increments no less frequently than those increases accorded to similarly
situated Company executives. The Executive's Target Bonus for each fiscal
year, or portion of a fiscal year, shall be due and payable if the fiscal year
bonus objectives of the Executive ("Objectives"), as reasonably determined by
the President and CEO prior to the commencement of each such fiscal year, are
met; provided, however, that, consistent with the Company's executive bonus
plan, the bonus may be increased for any fiscal year in which the Company
performance exceeds Objectives or decreased for any fiscal year in which the
Company performance falls below Objectives, and provided further that in no
event shall the bonus paid to the Executive for any fiscal year of the Company
exceed 200% of Target Bonus. Any bonus required to be paid pursuant to this
Section 5 shall be paid by the Company to the Executive within ninety (90) days
following the close of the fiscal year of the Company to which such bonus
applies.
6. Stock Option. Within ninety (90) days following the commencement of each
fiscal year hereunder, the Company shall grant to the Executive the right to
purchase common stock of the Company ("Common Stock") for such consideration
and in such amounts as is consistent with the terms of the Company 1991 Stock
Option Plan or a successor employee stock option plan. Notwithstanding the
right herein granted, the Company's obligation to grant to the Executive the
right to purchase the additional Common Stock shall not arise until such time
as shares of Common Stock are available under the Company Plan or a successor
employee stock option plan. The Company agrees to use its best efforts to take
such steps or cause the required steps to be taken which will enable the Common
Stock to become available for option grants.
7. Expenses. The Company shall reimburse the Executive for all expenses
incurred in connection with the performance of his duties on behalf of the
Company, provided that the Executive shall keep, and present to the Company,
records and receipts relating to reimbursable expenses incurred by him. Such
records and receipts shall be maintained and presented in a format, and with
such regularity, as the Company reasonably may require in order to substantiate
the Company's right to claim income tax deductions for such expenses.
8. Fringe Benefits. During the term of this Agreement, the Executive shall
be entitled to participate in any and all fringe benefit plans, programs and
practices sponsored by the Company for the benefit of its executive employees.
Without limiting the generality of the foregoing, the Executive shall be
entitled to the following benefits (regardless of whether such benefits are
provided to other executives):
2
<PAGE> 3
(a) Comprehensive medical insurance.
(b) Dental insurance.
(c) Group term life insurance.
(d) Long-term disability insurance.
9. Vacation Leave, etc.
(a) Vacation Leave. The Executive shall be entitled to vacation each year
in a manner no less favorable than that accorded to similarly situated Company
executives. Unused vacation time shall not accumulate from year to year. The
Executive may take his vacation at such time or times as shall not interfere
with the performance of his duties under this Agreement.
(b) Sick Leave and Holidays. The Executive shall be entitled to paid sick
leave and holidays in accordance with the Company's announced policy for
executive employees, as in effect from time to time.
10. Restrictive Covenant. The Executive agrees that during his employment
with the Company, and for a period of one (1) year following the termination of
his employment for any reason whatsoever, he shall not (a) engage, directly or
indirectly, in any computer hardware or computer software business which is
competitive with the business now, or at any time during the term of the
Executive's employment, conducted by the Company; or (b) solicit (directly or
indirectly, for his own account, or for the account of others) orders for
services or products of a kind or nature like or similar to services performed
or products sold by the Company during the term of the Executive's employment
with the Company, from any party that was a client (or customer) of the
Company, or which the Company was soliciting to be its client (or customer)
during the twelve (12) month period preceding the date of the Executive's
termination of employment. The Executive further agrees that he shall not, at
any time, directly or indirectly, urge any client (or customer) of the Company
to discontinue business, in whole or in part, or not to do business, with the
Company.
For the purposes of this Section 10, the Executive will be deemed directly or
indirectly engaged in a business if he participates in such business as
proprietor, partner, joint venturer, stockholder, director, officer, lender,
manager, employee, consultant, advisor or agent or if he controls such
business. The Executive shall not for purposes of this Section 10 be deemed a
stockholder or lender if he holds less than two percent (2%) of the outstanding
equity or debt of any publicly owned corporation engaged in the same or similar
business to that of the Company, provided that the Executive shall not be in a
control position with regard to such corporation.
3
<PAGE> 4
11. Maintaining Confidential Information.
(a) Company Information. The Executive agrees at all times during the term
of his employment and for a period of one (1) year thereafter to hold in
strictest confidence, and not to use, or to disclose to any person, firm or
corporation, without the written authorization of the President and CEO of the
Company except if such is to be used or disclosed for the benefit of the
Company, any trade secrets, confidential knowledge, data or other proprietary
information of the Company. By way of illustration and not limitation, such
shall include information relating to products, processes, know-how, designs,
formulas, methods, developmental or experimental work, improvements,
discoveries, plans for research, new products, marketing and selling, business
plans, budgets and unpublished financial statements, licenses, prices and
costs, suppliers and customers, and information regarding the skills and
compensation of other employees of the Company.
(b) Third Party Information. The Executive recognizes that the Company has
received and in the future will receive from third parties their confidential
or proprietary information subject to a duty on the Company's part to maintain
the confidentiality of such information and, in some cases, to use it only for
certain limited purposes. The Executive agrees that he owes the Company and
such third parties, both during the term of his employment and thereafter, a
duty to hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation (except in
a manner that is consistent with the Company's agreement with the third party)
or use it for the benefit of anyone other than the Company or such third party
(consistent with the Company's agreement with the third party).
12. Prior Employees. For a period of one (1) year following the termination
of the Executive's employment with the Company for any reason whatsoever, with
or without cause, the Executive shall not, whether as an individual or as a
proprietor, stockholder, partner, officer, director, employer, employee, agent,
consultant, independent contractor or otherwise, recruit or employ, directly or
indirectly, for his own business or any business in which he has an ownership
interest, is employed with, or is otherwise affiliated with, any individual who
was an employee of the Company within the period of twelve (12) months
preceding the effective date of termination of the employment of the Executive,
unless the Company shall so otherwise consent in writing.
13. Overbreadth of Restrictive Covenant. It is the intention of the parties
that if any restrictive covenant contained in this Agreement is determined by a
court of competent jurisdiction to be overly broad, then the court should
enforce such restrictive covenant to the maximum extent permitted under the law
as to scope, geographic area and duration.
14. Other Employment. For valuable consideration received by the Executive
(without regard to his continued employment by the Company), the Executive
agrees that during the period of his employment by the Company he will devote
his full time and energy to the performance of his duties under this Agreement,
and will not, without the
4
<PAGE> 5
Company's express written consent, engage in any other employment or business
activity directly related to the business in which the Company is now involved,
or becomes involved, nor will he engage in any other activities which directly
conflict with his obligations to the Company.
15. Prior Agreements. The Executive warrants that he is not prohibited from
performing any of the services required by his employment with the Company
under the terms of any prior employment agreement or restrictive covenant.
16. Termination of Employment.
(a) Certain Defined Terms.
(1) "Disability" shall mean the continuous and uninterrupted inability of
the Executive to perform his duties hereunder due to the sickness or injury of
the Executive which persists for a period of one hundred eighty (180) days or
more.
(2) "Good Cause" shall mean (i) the criminal acts of the Executive which
result in the Executive being charged with and convicted of a felony and which
are intended to result directly or indirectly in substantial gain or personal
enhancement of the Executive at the expense of the Company; (ii) the
determination by a court of competent jurisdiction that there has been a
willful or intentional breach by the Executive of either Section 10 hereof
(restrictive covenant) or Section 11 hereof (maintaining confidential
information) in a manner which results in material and substantial direct
economic harm or damage to the Company; or (iii) the material, repeated and
documented failure by the Executive over a six (6) consecutive month period to
perform substantially his duties and responsibilities hereunder in accordance
with reasonable business practices and expectations, which such failure is not
remedied within ninety (90) days after receipt of written notice from the
Company of such failure to perform.
(3) "Good Reason" shall mean:
a) An assignment by the Company to the Executive, without his express
written consent, of any material duties which are inconsistent with his
position, duties, responsibilities and status as Senior Vice President, Chief
Financial Officer of the Company;
b) Any action taken by the President and CEO, the Company or its Board
of Directors to reduce the Executive's salary, Target Bonus (if inconsistent
with the terms of Section 5 above) or fringe benefits, without the express
written consent of the Executive; or
c) The Company's failure to obtain the agreement of any successor in
interest of the Company to assume the obligations of the Company under this
Agreement.
5
<PAGE> 6
(b) Termination Events.
(1) Death. The Executive's employment shall be terminated upon his death.
(2) Disability. The Executive's employment shall be terminated upon his
Disability.
(3) By the Company for Good Cause or Other Reasons. The Executive's
employment may be terminated by the Company for: (i) Good Cause or (ii) upon
fifteen (15) days written notice, for any other reason.
(4) By the Executive for Good Reason or Other Reasons. The Executive may
terminate this Agreement (i) for Good Reason or (ii) upon fifteen (15) days
prior written notice, for any other reason.
(c) Termination Payments.
(1) Payment Upon Death. Upon the termination of employment of the
Executive due to his death, the Company shall cause to be paid over to the
designated beneficiary or to the personal representative of the estate of the
Executive, any and all proceeds of life insurance policies maintained by the
Company for the benefit of the Executive. Any and all salary and Target Bonus
payments shall thereupon cease and terminate.
(2) Payment Upon Disability. Upon the termination of employment of the
Executive due to his Disability, the Executive shall be entitled to the
payments paid pursuant to the disability insurance policies maintained by the
Company for the benefit of the Executive. Any and all salary and Target Bonus
payments shall thereupon cease and terminate.
(3) Payment Upon Termination By The Company. If the Company terminates
the Executive's employment for any reason other than Good Cause, the Executive
shall be entitled to receive from the Company and the Company shall pay to the
Executive in one lump sum, within fifteen (15) days following the Executive's
termination of employment, all of the salary and Target Bonus payments provided
for in Sections 4 and 5 of this Agreement for the period beginning on the date
of the Executive's termination of employment and ending the third year
anniversary of this Agreement.
If the Company terminates Executive's employment for Good Cause, the
Executive shall be entitled to salary through the date of termination. Any and
all salary and Target Bonus payments shall thereupon cease and terminate.
(4) Payment Upon Termination By The Executive. If the Executive
terminates his employment with the Company for Good Reason, he shall be
entitled to receive from the Company and the Company shall pay to the Executive
in one lump sum, within fifteen (15) days following the date of the Executive's
termination of employment, all of the
6
<PAGE> 7
salary and Target Bonus payments provided for in Sections 4 and 5 of this
Agreement for the period beginning on the date of the Executive's termination
and ending on the third year anniversary of this Agreement.
If the Executive terminates this Agreement for any reason other than Good
Reason, he shall be entitled to salary through the date of termination. Any
and all salary and Target Bonus payments shall thereupon cease and terminate.
17. Remedies. The parties hereto acknowledge that a breach of any of the
terms of the provisions set forth in this Agreement may not be fully or
adequately compensable by the award or payment of monetary damages and may
cause immediate, substantial and irreparable injury to the non-breaching party.
The parties hereto therefore agree and consent that in addition to any award of
damages that the non-breaching party may be entitled to recover, the non-
breaching party shall also be entitled to such ex parte, preliminary,
interlocutory, temporary or permanent injunctive, or any other equitable
relief, including the entry of a decree of specific performance, or any other
applicable order, which shall require performance and/or limit activities in
accordance with the terms of this Agreement. The Executive expressly
acknowledges and agrees: (a) that the restrictions set forth in this Agreement
are reasonable, in terms of scope, duration, and otherwise, (b) that the
protections afforded to the Company in this Agreement are necessary to protect
its legitimate business interest, (c) that the restrictions set forth in this
Agreement will not adversely affect the Executive's ability to obtain gainful
employment in his field of expertise or other related employment comparable to
the Executive's employment with the Company, and (d) that this agreement to
observe such restrictions forms a material part of the consideration for this
Agreement and his employment by the Company.
18. Notices. Any notice required or permitted to be given hereunder shall
be deemed sufficient if in writing, and if delivered personally or sent by
registered or certified mail, return receipt requested, to the addresses of the
respective parties set forth herein, or such other address as either party so
notifies the other of in writing from time to time.
19. Waiver of Breach. The waiver of any breach of any provision hereunder
by either party shall not be construed or operate as a waiver of any subsequent
breach.
20. Benefits and Burdens. This Agreement shall inure to the benefit of and
be binding upon the Company, its successors and assigns, and the Executive, his
heirs, personal representatives, successors and assigns. Because the duties of
the Executive hereunder are special, personal and unique in nature, the
Executive may not transfer, sell or otherwise assign his obligations under this
Agreement.
21. Governing Law. This Agreement shall be construed in accordance with and
be governed by the laws of the State of Maryland, excepting the conflict of law
rules of the State of Maryland, as if this contract were made and to be
performed entirely within the State of Maryland.
7
<PAGE> 8
22. Entire Agreement. This Agreement contains the entire agreement of the
parties and may not be amended, modified or terminated except by a written
instrument executed by both parties hereto.
23. Captions. Paragraph captions shall be used exclusively for purposes of
reference and shall not be considered part of the substantive agreement of the
parties.
24. Severability. The restrictions and the rights and remedies contained in
this Agreement are cumulative and severable. If any term or provision of this
Agreement shall to any extent be invalid or unenforceable, the remainder of
this Agreement shall not be affected thereby, and each term and provision of
this Agreement shall be enforced to the fullest extent permitted by law.
25. Costs of Breach. The parties hereto agree that in the event of any
breach by either the Company or the Executive of any covenant, agreement, term,
condition or obligation contained in this Agreement, the non-breaching party
shall be entitled to all attorneys' fees, court costs and other litigation
expenses incurred by the non-breaching party as a result of such breach.
26. Notice of Employment. During the period of restraint imposed by this
Agreement, the Executive shall provide immediate written notice to the Company
of each instance of employment, agency or consultancy in which the Executive
becomes involved, including, but not limited to, the location and nature of the
services rendered and the identity of the person or entity on whose behalf the
services are rendered.
27. Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which shall together constitute but one
document.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the day and year first written above.
COMPANY:
ATTEST: MICROS SYSTEMS, INC.
By: (SEAL)
--------------------------- ------------------------ ------
A. L. GIANNOPOULOS
President and CEO
[Corporate Seal]
EXECUTIVE:
WITNESS: GARY C. KAUFMAN
--------------------------- ----------------------------
8
<PAGE> 1
EXHIBIT 10i
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this __ day of May, 1997,
by and between MICROS SYSTEMS, INC., a Maryland corporation, with offices
located at 12000 Baltimore Avenue, Beltsville, Maryland 20705 (hereinafter
referred to as the "Company"), and Ronald J. Kolson, whose current home address
is 1805 Mt. Tabor Road, Gambrills, MD 21054 (hereinafter referred to as the
"Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive and the Executive
desires to accept such employment;
WHEREAS, the Executive possesses skills and experience which the Company
believes are of substantial value and importance to the success of the
Company's business operations; and
WHEREAS, the Executive is willing to make his services available to the
Company on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and the conditions
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which hereby is acknowledged, the parties hereto
agree as follows:
1. Employment. The Company hereby employs the Executive and the Executive
hereby accepts employment with the Company upon the terms and conditions
hereinafter set forth.
2. Duties. During the term of employment, the Executive shall serve as
Executive Vice President, Chief Operating Officer, and as such, he shall have
general responsibility for the oversight of the Company's domestic operations
and he shall perform such other reasonable duties as the President and CEO of
the Company may assign, from time to time.
3. Term. The term of this Agreement shall commence upon the day and year
first above written ("Commencement Date") and shall continue until the third
anniversary hereof, unless sooner terminated, as provided herein.
4. Salary. The Executive's annual base salary shall be $148,500, payable in
equal bi-weekly installments. The Executive's salary shall not be reduced
during the term hereof, and shall be increased during the term hereof in a
manner no less favorably and at increments no less frequently than those
increases accorded to similarly situated Company executives.
1
<PAGE> 2
5. Bonuses. In addition to his salary, the Executive shall be entitled to
receive a bonus for the fiscal year of the Company ending June 30, 1997 in an
amount of $85,000 (the "Target Bonus"). The Executive shall also be entitled
to receive a bonus for all other fiscal years hereunder, or portion thereof, in
an amount not less than $85,000, which shall not be reduced and shall be
increased during the term hereof in a manner no less favorably and at
increments no less frequently than those increases accorded to similarly
situated Company executives. The Executive's Target Bonus for each fiscal
year, or portion of a fiscal year, shall be due and payable if the fiscal year
bonus objectives of the Executive ("Objectives"), as reasonably determined by
the President and CEO prior to the commencement of each such fiscal year, are
met; provided, however, that, consistent with the Company's executive bonus
plan, the bonus may be increased for any fiscal year in which the Company
performance exceeds Objectives or decreased for any fiscal year in which the
Company performance falls below Objectives, and provided further that in no
event shall the bonus paid to the Executive for any fiscal year of the Company
exceed 200% of Target Bonus. Any bonus required to be paid pursuant to this
Section 5 shall be paid by the Company to the Executive within ninety (90) days
following the close of the fiscal year of the Company to which such bonus
applies.
6. Stock Option. Within ninety (90) days following the commencement of each
fiscal year hereunder, the Company shall grant to the Executive the right to
purchase common stock of the Company ("Common Stock") for such consideration
and in such amounts as is consistent with the terms of the Company 1991 Stock
Option Plan or a successor employee stock option plan. Notwithstanding the
right herein granted, the Company's obligation to grant to the Executive the
right to purchase the additional Common Stock shall not arise until such time
as shares of Common Stock are available under the Company Plan or a successor
employee stock option plan. The Company agrees to use its best efforts to take
such steps or cause the required steps to be taken which will enable the Common
Stock to become available for option grants.
7. Expenses. The Company shall reimburse the Executive for all expenses
incurred in connection with the performance of his duties on behalf of the
Company, provided that the Executive shall keep, and present to the Company,
records and receipts relating to reimbursable expenses incurred by him. Such
records and receipts shall be maintained and presented in a format, and with
such regularity, as the Company reasonably may require in order to substantiate
the Company's right to claim income tax deductions for such expenses.
8. Fringe Benefits. During the term of this Agreement, the Executive shall
be entitled to participate in any and all fringe benefit plans, programs and
practices sponsored by the Company for the benefit of its executive employees.
Without limiting the generality of the foregoing, the Executive shall be
entitled to the following benefits (regardless of whether such benefits are
provided to other executives):
2
<PAGE> 3
(a) Comprehensive medical insurance.
(b) Dental insurance.
(c) Group term life insurance.
(d) Long-term disability insurance.
9. Vacation Leave, etc.
(a) Vacation Leave. The Executive shall be entitled to vacation each year
in a manner no less favorable than that accorded to similarly situated Company
executives. Unused vacation time shall not accumulate from year to year. The
Executive may take his vacation at such time or times as shall not interfere
with the performance of his duties under this Agreement.
(b) Sick Leave and Holidays. The Executive shall be entitled to paid sick
leave and holidays in accordance with the Company's announced policy for
executive employees, as in effect from time to time.
10. Restrictive Covenant. The Executive agrees that during his employment
with the Company, and for a period of one (1) year following the termination of
his employment for any reason whatsoever, he shall not (a) engage, directly or
indirectly, in any computer hardware or computer software business which is
competitive with the business now, or at any time during the term of the
Executive's employment, conducted by the Company; or (b) solicit (directly or
indirectly, for his own account, or for the account of others) orders for
services or products of a kind or nature like or similar to services performed
or products sold by the Company during the term of the Executive's employment
with the Company, from any party that was a client (or customer) of the
Company, or which the Company was soliciting to be its client (or customer)
during the twelve (12) month period preceding the date of the Executive's
termination of employment. The Executive further agrees that he shall not, at
any time, directly or indirectly, urge any client (or customer) of the Company
to discontinue business, in whole or in part, or not to do business, with the
Company.
For the purposes of this Section 10, the Executive will be deemed directly or
indirectly engaged in a business if he participates in such business as
proprietor, partner, joint venturer, stockholder, director, officer, lender,
manager, employee, consultant, advisor or agent or if he controls such
business. The Executive shall not for purposes of this Section 10 be deemed a
stockholder or lender if he holds less than two percent (2%) of the outstanding
equity or debt of any publicly owned corporation engaged in the same or similar
business to that of the Company, provided that the Executive shall not be in a
control position with regard to such corporation.
3
<PAGE> 4
11. Maintaining Confidential Information.
(a) Company Information. The Executive agrees at all times during the term
of his employment and for a period of one (1) year thereafter to hold in
strictest confidence, and not to use, or to disclose to any person, firm or
corporation, without the written authorization of the President and CEO of the
Company except if such is to be used or disclosed for the benefit of the
Company, any trade secrets, confidential knowledge, data or other proprietary
information of the Company. By way of illustration and not limitation, such
shall include information relating to products, processes, know-how, designs,
formulas, methods, developmental or experimental work, improvements,
discoveries, plans for research, new products, marketing and selling, business
plans, budgets and unpublished financial statements, licenses, prices and
costs, suppliers and customers, and information regarding the skills and
compensation of other employees of the Company.
(b) Third Party Information. The Executive recognizes that the Company has
received and in the future will receive from third parties their confidential
or proprietary information subject to a duty on the Company's part to maintain
the confidentiality of such information and, in some cases, to use it only for
certain limited purposes. The Executive agrees that he owes the Company and
such third parties, both during the term of his employment and thereafter, a
duty to hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation (except in
a manner that is consistent with the Company's agreement with the third party)
or use it for the benefit of anyone other than the Company or such third party
(consistent with the Company's agreement with the third party).
12. Prior Employees. For a period of one (1) year following the termination
of the Executive's employment with the Company for any reason whatsoever, with
or without cause, the Executive shall not, whether as an individual or as a
proprietor, stockholder, partner, officer, director, employer, employee, agent,
consultant, independent contractor or otherwise, recruit or employ, directly or
indirectly, for his own business or any business in which he has an ownership
interest, is employed with, or is otherwise affiliated with, any individual who
was an employee of the Company within the period of twelve (12) months
preceding the effective date of termination of the employment of the Executive,
unless the Company shall so otherwise consent in writing.
13. Overbreadth of Restrictive Covenant. It is the intention of the parties
that if any restrictive covenant contained in this Agreement is determined by a
court of competent jurisdiction to be overly broad, then the court should
enforce such restrictive covenant to the maximum extent permitted under the law
as to scope, geographic area and duration.
14. Other Employment. For valuable consideration received by the Executive
(without regard to his continued employment by the Company), the Executive
agrees that during the period of his employment by the Company he will devote
his full time and energy to the performance of his duties under this Agreement,
and will not, without the Company's express written consent, engage in any
other employment or business activity directly related to the business in which
the Company is now involved, or becomes involved, nor
4
<PAGE> 5
will he engage in any other activities which directly conflict with his
obligations to the Company.
15. Prior Agreements. The Executive warrants that he is not prohibited from
performing any of the services required by his employment with the Company
under the terms of any prior employment agreement or restrictive covenant.
16. Termination of Employment.
(a) Certain Defined Terms.
(1) "Disability" shall mean the continuous and uninterrupted inability
of the Executive to perform his duties hereunder due to the sickness or injury
of the Executive which persists for a period of one hundred eighty (180) days
or more.
(2) "Good Cause" shall mean (i) the criminal acts of the Executive which
result in the Executive being charged with and convicted of a felony and which
are intended to result directly or indirectly in substantial gain or personal
enhancement of the Executive at the expense of the Company; (ii) the
determination by a court of competent jurisdiction that there has been a
willful or intentional breach by the Executive of either Section 10 hereof
(restrictive covenant) or Section 11 hereof (maintaining confidential
information) in a manner which results in material and substantial direct
economic harm or damage to the Company; or (iii) the material, repeated and
documented failure by the Executive over a six (6) consecutive month period to
perform substantially his duties and responsibilities hereunder in accordance
with reasonable business practices and expectations, which such failure is not
remedied within ninety (90) days after receipt of written notice from the
Company of such failure to perform.
(3) "Good Reason" shall mean:
a) An assignment by the Company to the Executive, without his express
written consent, of any material duties which are inconsistent with his
position, duties, responsibilities and status as Executive Vice President,
Chief Operating Officer of the Company;
b) Any action taken by the President and CEO, the Company or its Board
of Directors to reduce the Executive's salary, Target Bonus (if inconsistent
with the terms of Section 5 above) or fringe benefits, without the express
written consent of the Executive; or
c) The Company's failure to obtain the agreement of any successor in
interest of the Company to assume the obligations of the Company under this
Agreement.
(b) Termination Events.
5
<PAGE> 6
(1) Death. The Executive's employment shall be terminated upon his death.
(2) Disability. The Executive's employment shall be terminated upon his
Disability.
(3) By the Company for Good Cause or Other Reasons. The Executive's
employment may be terminated by the Company for: (i) Good Cause or (ii) upon
fifteen (15) days written notice, for any other reason.
(4) By the Executive for Good Reason or Other Reasons. The Executive may
terminate this Agreement (i) for Good Reason or (ii) upon fifteen (15) days
prior written notice, for any other reason.
(c) Termination Payments.
(1) Payment Upon Death. Upon the termination of employment of the
Executive due to his death, the Company shall cause to be paid over to the
designated beneficiary or to the personal representative of the estate of the
Executive, any and all proceeds of life insurance policies maintained by the
Company for the benefit of the Executive. Any and all salary and Target Bonus
payments shall thereupon cease and terminate.
(2) Payment Upon Disability. Upon the termination of employment of the
Executive due to his Disability, the Executive shall be entitled to the
payments paid pursuant to the disability insurance policies maintained by the
Company for the benefit of the Executive. Any and all salary and Target Bonus
payments shall thereupon cease and terminate.
(3) Payment Upon Termination By The Company. If the Company terminates
the Executive's employment for any reason other than Good Cause, the Executive
shall be entitled to receive from the Company and the Company shall pay to the
Executive in one lump sum, within fifteen (15) days following the Executive's
termination of employment, all of the salary and Target Bonus payments provided
for in Sections 4 and 5 of this Agreement for the period beginning on the date
of the Executive's termination of employment and ending the third year
anniversary of this Agreement.
If the Company terminates Executive's employment for Good Cause, the
Executive shall be entitled to salary through the date of termination. Any and
all salary and Target Bonus payments shall thereupon cease and terminate.
(4) Payment Upon Termination By The Executive. If the Executive
terminates his employment with the Company for Good Reason, he shall be
entitled to receive from the Company and the Company shall pay to the Executive
in one lump sum, within fifteen (15) days following the date of the Executive's
termination of employment, all of the salary and Target Bonus payments provided
for in Sections 4 and 5 of this Agreement for
6
<PAGE> 7
the period beginning on the date of the Executive's termination and ending on
the third year anniversary of this Agreement.
If the Executive terminates this Agreement for any reason other than Good
Reason, he shall be entitled to salary through the date of termination. Any
and all salary and Target Bonus payments shall thereupon cease and terminate.
17. Remedies. The parties hereto acknowledge that a breach of any of the
terms of the provisions set forth in this Agreement may not be fully or
adequately compensable by the award or payment of monetary damages and may
cause immediate, substantial and irreparable injury to the non-breaching party.
The parties hereto therefore agree and consent that in addition to any award of
damages that the non-breaching party may be entitled to recover, the non-
breaching party shall also be entitled to such ex parte, preliminary,
interlocutory, temporary or permanent injunctive, or any other equitable
relief, including the entry of a decree of specific performance, or any other
applicable order, which shall require performance and/or limit activities in
accordance with the terms of this Agreement. The Executive expressly
acknowledges and agrees: (a) that the restrictions set forth in this Agreement
are reasonable, in terms of scope, duration, and otherwise, (b) that the
protections afforded to the Company in this Agreement are necessary to protect
its legitimate business interest, (c) that the restrictions set forth in this
Agreement will not adversely affect the Executive's ability to obtain gainful
employment in his field of expertise or other related employment comparable to
the Executive's employment with the Company, and (d) that this agreement to
observe such restrictions forms a material part of the consideration for this
Agreement and his employment by the Company.
18. Notices. Any notice required or permitted to be given hereunder shall
be deemed sufficient if in writing, and if delivered personally or sent by
registered or certified mail, return receipt requested, to the addresses of the
respective parties set forth herein, or such other address as either party so
notifies the other of in writing from time to time.
19. Waiver of Breach. The waiver of any breach of any provision hereunder
by either party shall not be construed or operate as a waiver of any subsequent
breach.
20. Benefits and Burdens. This Agreement shall inure to the benefit of and
be binding upon the Company, its successors and assigns, and the Executive, his
heirs, personal representatives, successors and assigns. Because the duties of
the Executive hereunder are special, personal and unique in nature, the
Executive may not transfer, sell or otherwise assign his obligations under this
Agreement.
21. Governing Law. This Agreement shall be construed in accordance with and
be governed by the laws of the State of Maryland, excepting the conflict of law
rules of the State of Maryland, as if this contract were made and to be
performed entirely within the State of Maryland.
7
<PAGE> 8
22. Entire Agreement. This Agreement contains the entire agreement of the
parties and may not be amended, modified or terminated except by a written
instrument executed by both parties hereto.
23. Captions. Paragraph captions shall be used exclusively for purposes of
reference and shall not be considered part of the substantive agreement of the
parties.
24. Severability. The restrictions and the rights and remedies contained in
this Agreement are cumulative and severable. If any term or provision of this
Agreement shall to any extent be invalid or unenforceable, the remainder of
this Agreement shall not be affected thereby, and each term and provision of
this Agreement shall be enforced to the fullest extent permitted by law.
25. Costs of Breach. The parties hereto agree that in the event of any
breach by either the Company or the Executive of any covenant, agreement, term,
condition or obligation contained in this Agreement, the non-breaching party
shall be entitled to all attorneys' fees, court costs and other litigation
expenses incurred by the non-breaching party as a result of such breach.
26. Notice of Employment. During the period of restraint imposed by this
Agreement, the Executive shall provide immediate written notice to the Company
of each instance of employment, agency or consultancy in which the Executive
becomes involved, including, but not limited to, the location and nature of the
services rendered and the identity of the person or entity on whose behalf the
services are rendered.
27. Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which shall together constitute but one
document.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the day and year first written above.
COMPANY:
ATTEST: MICROS SYSTEMS, INC.
By: (SEAL)
----------------------------- ------------------------- ----
A. L. GIANNOPOULOS
President and CEO
[Corporate Seal]
EXECUTIVE:
WITNESS: RONALD J. KOLSON
----------------------------- ----------------------------
8
<PAGE> 1
EXHIBIT 10j.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is effective the 1st day of
July, 1997, by and between MICROS Systems, Inc. ("MICROS"), a Maryland
corporation, with offices located at 12000 Baltimore Avenue, Beltsville,
Maryland, and Daniel Cohen, a French citizen, whose current address is
_______________ (the "Consultant").
W I T N E S S E T H:
WHEREAS, pursuant to the terms of the Management Agreement dated
August 25, 1995 (the "Management Agreement") between MICROS and the Consultant,
the Consultant currently serves as: (i) President-Directeur General (Chairman
and Chief Executive Officer) of Fidelio-MICROS France S.A. ("FMF"), a French
corporation; and (ii) Gerant (Managing Director) of AD-Maintenance Informatique
("ADMI"), a French corporation; and
WHEREAS, pursuant to the terms of the Consulting Agreement dated July
1, 1995 (the Consulting Agreement") between MICROS and the Consultant, the
Consultant currently provides to MICROS certain advice and assistance; and
WHEREAS, the Consultant has elected to resign from his positions as
Chairman and Chief Executive Officer of FMF and Managing Director of ADMI,
pursuant to Section 3.2 of the Management Agreement, effective close of
business June 30, 1997; and
WHEREAS, after the Consultant's resignation, MICROS desires to retain
the Consultant and the Consultant desires to accept such retention; and
WHEREAS, the Consultant is willing to make his consulting services
available to MICROS on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and the
conditions and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which hereby is acknowledged, the
parties hereto agree as follows:
1. Consultancy. MICROS hereby retains the Consultant and the Consultant
hereby accepts the consulting position with MICROS upon the terms and
conditions hereinafter set forth. The Consultant shall perform his activities
hereunder as an independent professional. For the avoidance of doubt, the
Consultant shall not be regarded as an employee of MICROS, FMF or ADMI.
2. Duties. During the term of this Agreement, the Consultant shall provide
consulting services to MICROS as follows: (i) for the month of July 1997, full
time consulting services; (ii) for the months of August 1997 through December
1997, 5 full days of consulting services per month; and (iii) for the months of
January 1998 through
1
<PAGE> 2
December 1998, 3 full days of consulting services per month. The Consultant
shall perform any and all reasonable duties as the President and CEO of MICROS
may assign from time to time.
3. Term. The term of this Agreement shall commence upon July 1, 1997, and
shall terminate on December 31, 1998, unless sooner terminated, as provided
herein.
4. Fees.
A. Monthly Retainer for July 1997. The Consultant shall be entitled to
receive a fee of 50,000 FF for the month of July 1997.
B. Monthly Retainer for August 1997 through December 1997. The
Consultant shall be entitled to receive a fee of 11,000 FF per month for the
months of August 1997 through December 1997.
C. Monthly Retainer for January 1998 through December 1998. The
Consultant shall be entitled to receive a fee of 7,000 FF per month for the
months of January 1998 through December 1998.
D. Taxes. The Consultant acknowledges that any income and other taxes,
if any, to be paid in connection with monies received hereunder, shall be paid
solely by Consultant.
5. Expenses. MICROS shall reimburse the Consultant for all reasonable and
necessary business expenses incurred in connection with the performance of his
duties on behalf of MICROS; provided, however, that the expenses have been
approved in writing and further provided that the Consultant shall keep and
present to MICROS no less frequently than monthly, records and receipts
relating to reimbursable expenses incurred by him. Such records and receipts
shall be maintained and presented in a format as MICROS reasonably may require.
6. No Fringe Benefits; Relinquishment of Benefits.
A. No Fringe Benefits. Consultant further recognizes and acknowledges that
neither he nor any member of his family shall be entitled to participate in any
fringe benefit, health, welfare or insurance plans, programs or practices
sponsored by MICROS, FMF or ADMI. Additionally, the Consultant shall not be
entitled to receive vacation or sick benefits while retained hereunder.
Notwithstanding the above, Consultant shall not be required to perform services
hereunder on those national holidays recognized by the French government.
B. Relinquishment of Benefits. Consultant shall return to FMF, and
relinquish any rights therein, any property in which MICROS, FMF or ADMI has an
interest. By way
2
<PAGE> 3
of illustration and not limitation, Consultant shall return to FMF any
vehicles, computer equipment or cellular telephones currently in Consultant's
possession.
7. Termination of Former Agreements; General Release.
A. Management Agreement. Pursuant to Section 3.2 thereof, the Management
Agreement shall terminate in full as of close of business on June 30, 1997.
Notwithstanding the above, Article 5 of the Management Agreement shall survive
in full force and effect.
B. Consulting Agreement. The Consulting Agreement shall terminate in full
as of close of business on June 30, 1997.
C. Share Purchase Agreement. The Share Purchase Agreement dated August 25,
1995 between Consultant and MICROS, shall survive in full force and effect, and
the parties hereunder ratify and confirm their respective rights and
obligations thereunder.
D. General Release. As a material inducement to MICROS to enter into this
Agreement, Consultant discharges, waives and releases MICROS, FMF and ADMI, and
all persons or entities acting by or through any of them, from any and all
complaints, claims, liabilities, obligations, or compensation as of the date
hereof, whether arising in connection with the Management Agreement, the
Consulting Agreement or otherwise.
8. Confidential Information.
A. Company Information. The Consultant agrees at all times during the
term of his consultancy and for a period of three (3) years thereafter to hold
in strictest confidence, and not to use, or to disclose to any person, firm or
corporation, without the written authorization of an elected officer of MICROS,
any trade secrets, confidential knowledge, data or other proprietary
information of MICROS. By way of illustration and not limitation, such shall
include information relating to products, processes, know-how, designs,
formulas, methods, developmental or experimental work, improvements,
discoveries, plans for research, new products, marketing and selling, business
plans, budgets and unpublished financial statements, licenses, prices and
costs, suppliers and customers, and information regarding the skills and
compensation of other employees of MICROS or its affiliates
B. Third Party Information. The Consultant recognizes that MICROS
and its affiliates have received and in the future will receive from third
parties their confidential or proprietary information subject to a duty on the
part of MICROS or its affiliates to maintain the confidentiality of such
information and, in some cases, to use it only for certain limited purposes.
The Consultant agrees that he owes MICROS and such third parties, both during
the term of his consultancy and thereafter, a duty to hold all such
confidential or proprietary information in the strictest confidence and not to
disclose it to any person, firm or corporation (except in a manner that is
consistent with MICROS'
3
<PAGE> 4
agreement with the third party) or use it for the benefit of anyone other than
MICROS or such third party (consistent with MICROS' agreement with the third
party).
C. MICROS Intellectual Property. All works, whether or not protected
by intellectual property rights, and all know-how which may be created by the
Consultant in the course of his activities for MICROS shall be deemed to be the
property of MICROS and fully compensated by the compensation due to the
Consultant hereunder.
9. Prior Employees. For a period of two (2) years following the termination
of this Agreement for any reason whatsoever, the Consultant shall not, whether
as an individual or as a proprietor, stockholder, partner, officer, director,
employer, employee, agent, consultant, independent contractor or otherwise,
recruit or employ, directly or indirectly, for his own business or any business
in which he has an ownership interest, is employed with, or is otherwise
affiliated with, any individual who was an employee of MICROS or any of its
affiliates within the two (2) year period immediately preceding the termination
of this Agreement.
10. Overbreadth of Restrictive Covenant. It is the intention of the parties
that if any restrictive covenant contained in this Agreement is determined by a
court of competent jurisdiction to be overly broad, then the court should
enforce such restrictive covenant to the maximum extent permitted under the law
as to scope, geographic area and duration.
11. Termination of Consultancy. This Agreement shall terminate upon the
earliest to occur of the following events:
(a) Death. The Agreement shall be terminated upon the Consultant's death.
(b) Disability. The Agreement shall be terminated due to the continuous
and uninterrupted inability of the Consultant to perform his duties hereunder
due to sickness or injury which persists for a period of ninety (90) days.
(c) By the Company for Cause. The Agreement may be terminated by MICROS
upon: (i) the Consultant being charged with a criminal felony; or (ii) the
Consultant's refusal to perform hereunder.
(d) By the Consultant. The Consultant may terminate this Agreement at any
time upon sixty (60) days written notice to MICROS.
(e) December 31, 1998.
12. Notices. Any notice required or permitted to be given hereunder shall
be deemed sufficient if in writing, and if delivered personally or sent by
registered or certified mail, return receipt requested, to the addresses of the
respective parties set forth herein, or such other address as either party so
notifies the other of in writing from time to time.
4
<PAGE> 5
13. Waiver of Breach. The waiver of any breach of any provision hereunder
by either party shall not be construed or operate as a waiver of any subsequent
breach.
14. Governing Law/Arbitration.
A. This Agreement shall be construed in accordance with and be governed by
the laws of the State of Maryland, United States, excepting the conflict of law
rules of the State of Maryland, as if this contract were made and to be
performed entirely within the State of Maryland.
B. Final and binding arbitration shall be the Consultant's sole and
exclusive remedy for any claim that MICROS breached this Agreement. All
demands for arbitration must be submitted in writing and received by MICROS and
the American Arbitration Association ("AAA") within sixty (60) days after the
effective date of this Agreement's termination or expiration. All arbitration
proceedings shall be held in Beltsville, Maryland and shall be governed by the
UNCITRAL Arbitration Rules as at present in force. Only one arbitrator shall
be selected to resolve disputes hereunder.
C. All fees, costs and expenses incurred in connection with the arbitration
proceedings, including, but not limited to, the administrative fees of the AAA,
shall be shared jointly by the parties hereto. Each party shall be solely
responsible for its own attorneys' fees.
15. Entire Agreement. This Agreement contains the entire agreement and
understandings of the parties, and supersedes any and all other prior
agreements, understandings or arrangements between the parties hereto,
including without limitation the Management Agreement and the Consulting
Agreement. Notwithstanding the above, the Share Purchase Agreement dated
August 25, 1995 between Consultant and MICROS, shall survive in full force and
effect. This Agreement may not be amended, modified or terminated except by a
written instrument executed by both parties hereto.
16. Captions. Paragraph captions shall be used exclusively for purposes of
reference and shall not be considered part of the substantive agreement of the
parties.
17. Severability. The restrictions and the rights and remedies contained in
this Agreement are cumulative and severable. If any term or provision of this
Agreement shall to any extent be invalid or unenforceable, the remainder of
this Agreement shall not be affected thereby, and each term and provision of
this Agreement shall be enforced to the fullest extent permitted by law.
18. Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which shall together constitute but one
document.
5
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the ____ day of ____________, 1997.
COMPANY:
ATTEST: MICROS SYSTEMS, INC.
(SEAL)
--------------------------- -------------------------
By:
Its:
[Corporate Seal]
CONSULTANT:
WITNESS: DANIEL COHEN
(SEAL)
---------------------------- -------------------------
6
<PAGE> 1
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
MICROS SYSTEMS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
for the years ended June 30, 1997, 1996 and 1995
(in thousands, except per share data)
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Weighted-average number of common shares 7,959 7,897 7,835
Dilutive effect of outstanding stock options 91 109 117
------- ------- -------
Weighted-average number of common and common equivalent
shares outstanding 8,050 8,006 7,952
======= ======= =======
Net income $16,332 $ 2,392 $11,577
======= ======= =======
Net income per common and common equivalent share $ 2.03 $ 0.30 $ 1.46
======= ======= =======
</TABLE>
<PAGE> 1
EXHIBIT 21 - SUBSIDIARIES
MICROS SYSTEMS, INC. SUBSIDIARIES
<TABLE>
<CAPTION>
Jurisdiction
of
Name of Subsidiary Incorporation
- ------------------ -------------
<S> <C>
MICROS Fidelio Australia Australia
MICROS Foreign Sales Corporation Barbados
Merchant Information Solutions, Ltd. Canada
MICROS of Delaware, Inc. Delaware
MSI Delaware, Inc. Delaware
MICROS-Fidelio Software Deutschland GmbH Federal Republic of
Germany
MICROS Systems Holdings GmbH Federal Republic of
Germany
MICROS Systems Services GmbH Federal Republic of
Germany
Fidelio Cruise GmbH Federal Republic of
Germany
MICROS Fidelio Software GmbH & Co. KG. Federal Republic of
Germany
Fidelio Technologies, Inc. Florida
Fidelio-MICROS France, S.A. France
Fidelio Hong Kong Hong Kong
Fidelio India Private Ltd. India
MICROS Fidelio Italia S.r.l. Italy
Merchant Information Solutions, Inc. Maryland
Fidelio Nordic Norway A/S Norway
MICROS Fidelio Software Portugal, ULDA Portugal
Fidelio Software (Pte) Ltd. Singapore
Fidelio South Africa (Pty.) Ltd. South Africa
MICROS-Fidelio Hispania Spain
Fidelio Nordic Sweden Sweden
MICROS Systems AG (Ltd.) Switzerland
Fidelio Software Thailand Co. Ltd. Thailand
MICROS Fidelio U.K Limited United Kingdom
</TABLE>
The Company has additional subsidiaries, which considered in the aggregate as a
single subsidiary, do not constitute a significant subsidiary.
<PAGE> 1
EXHIBIT 23 - CONSENT OF INDEPENDENT ACCOUNTANTS
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-8 (No. 333-17725, No. 333-05125, No. 33-69782, No.
33-44481 and No. 33-33535) of MICROS Systems, Inc. of our report dated
September 3, 1997, appearing on page 26 of this Form 10-K.
PRICE WATERHOUSE LLP
Linthicum, Maryland
September 29, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AND RELATED STATEMENT OF INCOME AS
OF JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 8,973
<SECURITIES> 1,891
<RECEIVABLES> 67,049
<ALLOWANCES> 2,508
<INVENTORY> 23,855
<CURRENT-ASSETS> 107,750
<PP&E> 34,599
<DEPRECIATION> 15,303
<TOTAL-ASSETS> 163,550
<CURRENT-LIABILITIES> 79,912
<BONDS> 10,135
0
0
<COMMON> 200
<OTHER-SE> 71,527
<TOTAL-LIABILITY-AND-EQUITY> 163,550
<SALES> 148,801
<TOTAL-REVENUES> 228,169
<CGS> 72,070
<TOTAL-COSTS> 128,263
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,445
<INCOME-PRETAX> 27,626
<INCOME-TAX> 10,616
<INCOME-CONTINUING> 16,332
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,332
<EPS-PRIMARY> 2.03
<EPS-DILUTED> 2.03
</TABLE>
