-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HPBR0VM6pJ5eF+Vrl5l6d9402q3ffIZVNyD9Q78s5yhQES8/X3pVgH2VUQtpjjbA OP/RCdAs0TergNasVFPwxw== 0000950133-96-002585.txt : 19961118 0000950133-96-002585.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950133-96-002585 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROS SYSTEMS INC CENTRAL INDEX KEY: 0000320345 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 521101488 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09993 FILM NUMBER: 96666236 BUSINESS ADDRESS: STREET 1: 12000 BALTIMORE AVE CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3012016000 MAIL ADDRESS: STREET 1: 12000 BALTIMORE AVE CITY: BELTSVILLE STATE: MD ZIP: 20705-1291 10-Q 1 FORM 10-Q FOR PERIOD ENDED 9-30-96 1 Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended September 30, 1996 Commission file number 0-9993 MICROS SYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) MARYLAND 52-1101488 - -------------------------------------------------------------------------------- (State of incorporation) (I.R.S. Employer Identification Number) 12000 Baltimore Avenue, Beltsville, Maryland 20705-1291 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 301-210-6000 ------------ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such report(s)), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ----- ----- As of September 30, 1996, there were 7,955,317 shares of Common Stock, $.025 par value, outstanding. 1 2 MICROS SYSTEMS, INC. AND SUBSIDIARIES Form 10-Q For the Quarter Ended September 30, 1996 PART I - Financial Information Item 1. Financial Statements. General The information contained in this report is furnished for the Registrant, MICROS Systems, Inc., and its subsidiaries (referred to collectively herein as "MICROS" or the "Company"). In the opinion of management, the information in this report contains all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the results for the interim periods presented. The financial information has been reviewed by the Company's independent accountants, Price Waterhouse LLP, and a copy of its report is attached. The financial information presented herein should be read in conjunction with the financial statements included in the Registrant's Form 10-K for the fiscal year ended June 30, 1996, as filed with the Securities and Exchange Commission. With respect to the unaudited consolidated financial information for the three month periods ended September 30, 1996 and 1995, Price Waterhouse LLP has reported that it has applied limited procedures in accordance with professional standards for a review of such information. However, its report dated November 12, 1996, appearing herein, states that it did not audit and it does not express an opinion on that unaudited consolidated financial information. Price Waterhouse LLP has not carried out any significant or additional audit tests beyond those which would have been necessary if its report had not been included. Accordingly, the degree of reliance on its reports on such information should be restricted in light of the limited nature of the review procedures applied. Price Waterhouse LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for its report on the unaudited consolidated financial information because such report is not a "report" within the meaning of Sections 7 and 11 of the Securities Act of 1933. 2 3 MICROS SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited - in thousands, except per share data)
September 30, June 30, 1996 1996 ---- ---- ASSETS Current assets: Cash and cash equivalents $14,894 $15,231 Accounts receivable, net of allowance for doubtful accounts of $1,973 at September 30, 1996 and $2,016 at June 30, 1996 49,690 49,250 Inventories 18,716 15,138 Deferred income taxes 3,899 3,899 Prepaid expenses and other current assets 5,168 4,420 ----- ----- Total current assets 92,367 87,938 Property, plant and equipment, net of accumulated depreciation and amortization of $13,485 at September 30, 1996 and $13,331 at June 30, 1996 16,196 15,623 Note receivable 225 225 Deferred income taxes, non-current 5,748 5,580 Goodwill and intangible assets, net of accumulated amortization of $4,066 at September 30, 1996 and $3,346 at June 30, 1996 20,504 20,746 Capitalized computer software development costs, net of accumulated amortization of $3,558 at September 30, 1996 and $2,650 at June 30, 1996 7,185 6,287 Other assets 594 437 ------ ------ Total assets $142,819 $136,836 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank lines of credit $13,458 $14,947 Current portion of long-term debt 4,513 5,238 Current portion of capital lease obligation 129 124 Accounts payable 16,173 12,726 Accrued expenses and other current liabilities 22,896 23,927 Income taxes payable 2,831 986 Deferred service revenue 11,150 9,295 ------ ----- Total current liabilities 71,150 67,243 Long-term debt, net of current portion 5,591 6,704 Capital lease obligation, net of current portion 3,424 3,458 Deferred income taxes 2,588 2,588 Minority interests 933 648 ----- ----- Total liabilities 83,686 80,641 ------ ------ Commitments and contingencies Shareholders' equity: Common stock, $.025 par; authorized 10,000 shares; issued and outstanding 7,955 at September 30, 1996 and 7,944 at June 30, 1996 199 199 Capital in excess of par 16,353 16,253 Retained earnings 42,121 39,794 Accumulated foreign currency translation adjustments 460 (51) --- ---- Total shareholders' equity 59,133 56,195 ------ ------ Total liabilities and shareholders' equity $142,819 $136,836 ======== ========
The accompanying notes are an integral part of the consolidated financial statements. 3 4 MICROS SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except per share data)
Three Months Ended September 30, -------------------------------- 1996 1995 ------------ ------------ Revenue: Hardware and software $30,961 $24,764 Service 16,555 7,596 ------ ----- Total revenues 47,516 32,360 ------ ------ Costs and expenses: Cost of sales Hardware and software 14,969 12,743 Service 8,403 3,656 ----- ----- Total cost of sales 23,372 16,399 Selling, general and administrative expenses 15,992 9,560 Research and development expenses 1,946 1,368 Depreciation and amortization 1,806 519 ----- --- Total costs and expenses 43,116 27,846 ------ ------ Income from operations 4,400 4,514 Non-operating income (expense): Interest income 106 339 Interest expense (412) (88) Other income (expense), net 41 (168) -- ----- Income before taxes and equity in net earnings of affiliates and minority interests 4,135 4,597 Income taxes 1,654 1,627 ------ ------ Income before equity in net earnings of affiliates and minority interests 2,481 2,970 Equity in net earnings of affiliates and minority interests (154) 284 ----- --- Net income $2,327 $3,254 ====== ====== Net income per common and common equivalent share $ 0.29 $ 0.41 ====== ====== Weighted-average number of common and common equivalent shares outstanding 7,971 7,978 ===== =====
The accompanying notes are an integral part of the consolidated financial statements. 4 5 MICROS SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed and unaudited - in thousands)
Three months ended September 30, -------------------------------- 1996 1995 ---- ---- Net cash flows from operating activities: $6,328 $ 300 ------ ------ Cash flows from investing activities: Purchases of property, plant and equipment (1,563) (1,208) Proceeds on dispositions of property, plant and equipment 113 -- Capitalized software development costs (1,151) (149) Sale of short-term investments -- 700 Dividends from and loans to affiliates -- 156 Net cash paid for acquisitions (96) (821) ------ ------ Net cash used in investing activities (2,697) (1,322) ------ ------ Cash flows from financing activities: Principal payments on line of credit (1,947) -- Principal payments on long-term debt and capital lease obligation (2,146) (161) Proceeds from issuance of stock 100 83 Income tax benefit from stock options exercised 25 66 ------ ------ Net cash used in financing activities (3,968) (12) ------ ------ Net decrease in cash and cash equivalents (337) (1,034) Cash and cash equivalents at beginning of period 15,231 23,215 ------- ------- Cash and cash equivalents at end of period $14,894 $22,181 ======= ======= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 548 $ 99 ===== ===== Income taxes $ 471 $ 648 ===== =====
Supplemental schedule of noncash financing and investing activities: In August 1995, the Company purchased the remaining 77% of D.A.C. Systemes/MICROS France and AD-Maintenance Informatique ("ADMI") for FF 14,000,000 (approximately $2,800,000 at exchange rates in effect at the date of purchase), payable FF 8,000,000 at closing and FF 6,000,000 over the next four years, plus potential additional payments based on earnings over the next four years. The unamortized discount on the note, based on an imputed annual interest rate of 8.75% is $124,000 at September 30, 1996. The accompanying notes are an integral part of the consolidated financial statements. 5 6 MICROS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Quarter Ended September 30, 1996 (Unaudited) 1. Inventories The components of inventories are as follows (in thousands):
September 30, June 30, 1996 1996 ------------------ ----------------- Raw materials $ 4,433 $ 3,528 Work-in-process 4,376 2,955 Finished goods 9,907 8,655 ----------------- ----------------- $ 18,716 $ 15,138 ================= =================
2. Acquisition of Fidelio Software GmbH On November 30, 1995, the Company acquired the remaining 70% of Fidelio Software GmbH ("Fidelio") for approximately $28.5 million in a transaction which has been accounted for under the purchase method. In fiscal 1993, 15% of the capital stock of Fidelio had been acquired and an additional 15% was acquired in October 1994, at which time MICROS began accounting for Fidelio under the equity method. Goodwill related to these purchases aggregated $20.5 million at November 30, 1995 and is being amortized over nine years. Unaudited pro forma information for the three-month period ended September 30, 1995, as if the acquisition had occurred on the first day of that period, but excluding a one-time write-off of the purchased incomplete software technology is shown below. Such pro forma information also reflects the pro forma effects of Fidelio's acquisition of 100% of the common stock of Executive Technologies of Southwest Florida, Inc. ("ETI") in October 1995 for $4,000,000.
Three Months Ended September 30, 1995 (in thousands, except per share data) ------------------------------------- Revenue $ 46,785 Net income $ 3,392 Net income per share $ 0.43
3. Accounting for Stock-Based Compensation Financial Accounting Standards Board Statement No. 123 ("SFAS 123"), Accounting for Stock-Based Compensation, was issued in October 1995. Adoption of SFAS 123 is required for the Company's fiscal 1997 year-end financial statements. Under SFAS 123, the Company will continue to measure compensation expense for its stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees. Beginning with financial statements for fiscal year-end 1997, the Company will provide pro forma disclosures of net income and earnings per share as if the fair value based method of accounting defined in SFAS 123 had been applied to the Company's stock option grants made subsequent to fiscal 1995. The impact of SFAS 123 on the Company's pro forma information to be provided has not been determined. 6 7 MICROS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Quarter Ended September 30, 1996 (Unaudited) 4. Legal proceedings MICROS is and has been involved in legal proceedings arising in the normal course of business. The Company is of the opinion, based upon presently available information and the advice of counsel concerning pertinent legal matters, that any resulting liability should not have a material adverse effect on the Company's results of operations or financial position. On August 1, 1996, Executive Technologies of Southwest Florida, Inc. ("ETI", since renamed Fidelio Technologies, Inc., a MICROS indirect subsidiary) filed suit against Crested Butte Mountain Resort, Inc. ("CBMR") in Circuit Court in Collier County, Florida. ETI alleged that CBMR breached a development agreement by failing to pay to ETI when due certain software development fees. On August 14, 1996, CBMR filed suit against ETI, MICROS and Fidelio in District Court in Gunnison County, Colorado. In the Colorado action filed by CBMR, CBMR alleged that ETI had breached the same development agreement under which ETI alleged the default of CBMR in the Florida court. On October 31, 1996, the parties to the law suit amicably settled all claims, and the litigation in both Florida and Colorado was dismissed with prejudice. This settlement, after consideration of a previously established accrual, will not have a material effect on the Company's results of operations. 5. Reclassifications Certain balances have been reclassified to conform to fiscal 1997 presentation. 7 8 MICROS SYSTEMS, INC. AND SUBSIDIARIES Form 10-Q For the Quarter Ended September 30, 1996 Item 2. Management's discussion and analysis of financial condition and results of operations Liquidity and Capital Resources On November 21, 1995, the Company obtained a $25.0 million unsecured committed line of credit which expires on December 31, 1996. The Company anticipates renewing this line of credit for an additional one year period. As a result of the Fidelio acquisition, the Company obtained additional lines of credit from three European banks now aggregating DM 15.0 million (approximately $10.1 million at the September 30, 1996 exchange rate). At September 30, 1996, the Company had borrowed approximately $13.5 million and has approximately $21.6 million available. As the Company has significant international operations, its DM-denominated borrowings do not represent a significant foreign exchange risk. The Company does not engage in any foreign exchange hedging. In addition, the Company has long-term debt, both current and non-current, of approximately $10.1 million as of September 30, 1996. The majority of this debt stems from the Fidelio acquisition. Net cash provided by operating activities for the three months ended September 30, 1996 was $6.3 million. In addition, the Company used $1.6 million for the purchase of property, plant and equipment. Financing activities for the first three months of fiscal 1997 used $4.0 million, primarily due to the repayment of lines of credit and other borrowings. The Company anticipates that its cash flow from operations along with available lines of credit, in conjunction with other lines of credit for which the Company may be eligible or lines of credit to be renewed, are sufficient to provide the working capital needs of the Company for the foreseeable future. The Company anticipates that its property, plant and equipment expenditures for fiscal 1997 will be comparable to its fiscal 1996 expenditures. Results of Operations - First Quarter Comparison The Company recorded net income of $.29 per common share in the first quarter of fiscal 1997, compared with net income of $.41 per common share in the first quarter of fiscal 1996. The lower net income was primarily due to higher expenses related to recently acquired businesses, interest expense associated with debt financing, and a higher tax rate attributed to increased foreign income. Revenue for the first quarter of fiscal 1997 increased $15.2 million, or 46.8%, compared to the same period last year. Sales increased in most distribution channels worldwide. For the first quarter, Property Management System ("PMS") sales increased $12.6 million in fiscal 1997 over the first quarter of fiscal 1996. The PMS sales increases were primarily due to the acquisition of Fidelio on November 30, 1995. Sales of Point of Sale ("POS") hardware, software and related services increased $2.6 million in the first quarter of fiscal 1997 compared to the same period a year earlier, primarily due to increased sales in the Company's direct sales offices in the U.S. and Europe, partially offset by decreased sales to the Company's indirect distributors in the Europe/Africa/Middle East region. This region's decrease was due to the Company's purchase of certain distributors during fiscal 1996. For the first quarter of fiscal 1997, hardware and software sales increased $6.2 million, or 25.0%, while service revenues increased $9.0 million, or 118.0%, over the same period a year earlier. 8 9 MICROS SYSTEMS, INC. AND SUBSIDIARIES Form 10-Q For the Quarter Ended September 30, 1996 Results of Operations - First Quarter Comparison Continued Cost of sales, as a percentage of revenue, decreased to 49.2% from 50.7% for the first quarter of fiscal 1997 compared to the first quarter of fiscal 1996. Cost of sales for hardware and software products, as a percentage of related revenue, was 48.3% in the first quarter of fiscal 1997 compared to 51.5% for the same quarter a year earlier as a result of a favorable shift in sales distribution from the indirect to direct sales channels and an increase in higher-margin Fidelio software sales as a percentage of total revenue. Service costs, as a percentage of service revenue, increased to 50.8% in the first quarter of fiscal 1997 compared to 48.1% in the same quarter in fiscal 1996. The increased costs were primarily due to the higher labor costs for subcontracting installations and lower utilization of in-house installation personnel. Selling, general and administrative expenses increased $6.4 million, or 67.3%, in the first quarter of fiscal 1997 compared to the same period last year. As a percentage of revenue, selling, general and administrative expenses increased to 33.7% in the first quarter of fiscal 1997 compared to 29.5% in the first quarter of fiscal 1996. The increase is primarily a result of the Company's fiscal 1996 acquisitions of Fidelio on November 30, 1995 and to a lesser degree, its acquisition of D.A.C. Systemes on August 25, 1995. Research and development expenses (exclusive of capitalized software development costs), which consist primarily of labor costs, increased $578,000, or 42.3%, in the first quarter of fiscal 1997 compared to the same period a year earlier. Actual research and development expenditures, including capitalized software development costs of $1.2 million in the first quarter of fiscal 1997 and $149,000 in the first quarter of fiscal 1996, increased $1.6 million, or 104.1%, compared to the same period a year earlier. The increase in absolute dollars is primarily due to PMS product development as a result of the acquisition of Fidelio in November 1995 and the additional staffing required to develop new POS products. Income from operations for the first quarter of fiscal 1997 was $4.4 million, or 9.3% of revenue, compared to $4.5 million, or 13.9% of revenue, in the same period a year earlier. Higher selling, general and administrative expenses, increased research and development expenses along with higher depreciation and amortization expenses have adversely impacted income from operations in the quarter, primarily due to the Fidelio acquisition. Interest income for the first quarter of fiscal 1997 decreased $233,000 to $106,000, or 68.7%, compared to $339,000 for the first quarter of fiscal 1996. The decrease in interest income for the period is primarily due to the use of cash to purchase Fidelio. Interest expense increased $324,000 to $412,000 for the first quarter of fiscal 1997 from $88,000 for the same period a year ago. The increase in interest expense is directly attributable to the debt incurred in connection with the Fidelio acquisition. The effective tax rate for the first quarter of fiscal 1997 is 40.0% compared to a tax rate of 35.4% for the same quarter a year earlier. The increase in the tax rate is primarily due to a shift in the mix of earnings on a country-by-country basis to those countries with higher tax rates. 9 10 MICROS SYSTEMS, INC. AND SUBSIDIARIES Form 10-Q For the Quarter Ended September 30, 1996 Results of Operations - First Quarter Comparison Continued Summary The Company has recently experienced rapid revenue growth at a rate that it believes has significantly exceeded that of the global market for point-of-sale computer systems and property management information systems products for the hospitality industry, fueled in part by the acquisitions consummated in calendar year 1995. Although the Company currently anticipates continued revenue growth at a rate in excess of such market, and therefore an increase in its overall market share, it does not expect to maintain growth at recent levels and there can be no assurance that any particular level of growth can be achieved. In addition, due to the competitive nature of the market, the Company recently has experienced greater gross margin pressure on its products than it has in the past, and the Company expects this trend to continue. There can be no assurance that the Company will be able to increase sufficiently sales of its higher margin products, including software and services, to prevent future declines in the Company's overall gross margin. Moreover, some of the statements contained herein not based on historic facts are forward looking statements that involve risks and uncertainties. Past performance is not necessarily a strong or reliable indicator of future performance. Actual results could differ materially from past results, estimates or projections. Some of the additional risks and uncertainties are: product demand and market acceptance; adverse economic or political conditions; unexpected currency fluctuations; impact of competitive products and pricing on margins; product development delays and technological difficulties; and controlling expenses. Other risks are disclosed in the Company's releases and SEC filings. 10 11 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of MICROS Systems, Inc. We have reviewed the accompanying consolidated balance sheet of MICROS Systems, Inc. and subsidiaries as of September 30, 1996, and the related consolidated statements of operations and cash flows for the three month periods ended September 30, 1996 and September 30, 1995. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. We previously audited in accordance with generally accepted auditing standards, the consolidated balance sheet as of June 30, 1996, and the related consolidated statements of operations, cash flows and shareholders' equity for the year then ended (not presented herein), and in our report dated September 20, 1996 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the accompanying consolidated balance sheet information as of June 30, 1996, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. PRICE WATERHOUSE LLP Baltimore, Maryland November 12, 1996 THE ABOVE REPORT IS NOT A "REPORT" WITHIN THE MEANING OF SECTIONS 7 AND 11 OF THE SECURITIES ACT OF 1933 AND THE INDEPENDENT ACCOUNTANTS LIABILITY PROVISIONS OF SECTION 11 OF THE ACT DO NOT APPLY. 11 12 MICROS SYSTEMS, INC. AND SUBSIDIARIES Form 10-Q For the Quarter Ended September 30, 1996 Part II - Other Information Item 1. Legal Proceedings. On August 1, 1996, Executive Technologies of Southwest Florida, Inc. ("ETI", since renamed Fidelio Technologies, Inc., a MICROS indirect subsidiary) filed suit against Crested Butte Mountain Resort, Inc. ("CBMR") in Circuit Court in Collier County, Florida. ETI alleged that CBMR breached a development agreement by failing to pay to ETI when due certain software development fees. On August 14, 1996, CBMR filed suit against ETI, MICROS and Fidelio in District Court in Gunnison County, Colorado. In the Colorado action filed by CBMR, CBMR alleged that ETI had breached the same development agreement under which ETI alleged the default of CBMR in the Florida court. On October 31, 1996, the parties to the law suit amicably settled all claims, and the litigation in both Florida and Colorado was dismissed with prejudice. This settlement, after consideration of a previously established accrual, will not have a material effect on the Company's results of operations. Items 2 through 4. No events occurred during the quarter covered by the report that would require a response to any of these items. Item 5. Other Information On September 20, 1996, at a properly called meeting of the Board, the Board appointed F. Suzanne Jenniches as the newest member of the Board. Ms. Jenniches, 48, is currently Vice President and General Manager of Automation and Information Systems for the Electronic Sensors and Systems Division of Northrop Grumman, which, either directly or through subsidiaries, designs and develops postal automation systems, intelligent material management systems, enterprise management systems, airline reservation systems and information systems for the travel industry, license plate readers, imaging inspection systems, and records management systems. Ms. Jenniches is past president of the National Society of Women Engineers, has served on the board of governors for the American Association of Engineering Societies, and is currently a board member of the State of Maryland's Greater Baltimore Committee Technology Council. Ms. Jenniches is a graduate of Clarion College and holds a Masters degree in environmental engineering from The Johns Hopkins University. The Company introduced two new products in October 1996, the 3700 POS and the 3400 QSA (Quick Service Advantage). Both software products run on Microsoft's Windows 95 or Windows NT operating systems and operate on IBM compatible personal computers. The 3700 POS is a table service restaurant application software program. The product has been developed by MICROS. The 3400 QSA is a quick service restaurant application software program. The product is licensed on a non-exclusive basis from a third party developer. MICROS has development rights to the software to modify and customize as deemed appropriate or necessary. Shipments of the 3700 POS commenced in the second quarter of fiscal 1997. Shipments of the 3400 QSR are expected to commence in the third quarter of fiscal 1997. 12 13 MICROS SYSTEMS, INC. AND SUBSIDIARIES Form 10-Q For the Quarter Ended September 30, 1996 Part II - Other Information, continued Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 11 - Computation of Earnings Per Share Exhibit 15 - Letter Regarding Unaudited Interim Financial Information Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K - None 13 14 MICROS SYSTEMS, INC. AND SUBSIDIARIES Form 10-Q For the Quarter Ended September 30, 1996 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MICROS SYSTEMS, INC. ----------------------- (Registrant) November 14, 1996 S/Gary C. Kaufman - ----------------- --------------------------- Gary C. Kaufman Senior Vice President, Finance and Administration/Chief Financial Officer November 14, 1996 S/Roberta J. Watson - ----------------- ------------------- Roberta J. Watson Vice President and Controller 14 15 EXHIBIT INDEX
Sequentially Exhibit Numbered Page - ------- ------------- 11. Computation of Earnings Per Share 16 15. Letter regarding Unaudited Interim 17 Financial Information 27. Financial Data Schedule N/A
15 EX-11 2 COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE MICROS SYSTEMS, INC. AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE (unaudited - in thousands, except per share data)
Three months ended September 30, 1996 1995 ------- ------- Weighted-average number of common shares 7,946 7,861 Dilutive effect of outstanding stock options 25 117 -- --- Weighted-average number of common and common equivalent shares outstanding 7,971 7,978 ----- ----- Net income $2,327 $3,254 ====== ====== Net income per common and common equivalent share $0.29 $0.41 ===== =====
16 EX-15 3 COVER LETTER 1 Exhibit 15 November 12, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sirs: We are aware that MICROS Systems, Inc. has incorporated by reference our report dated November 12, 1996 (issued pursuant to the provisions of Statement on Auditing Standards No. 71) in the Prospectus constituting part of its Registration Statements on Forms S-8 (No. 333-05125, No. 33-69782, No. 33-44481 and No. 33-33535). We are also aware of our responsibilities under the Securities Act of 1933. Yours very truly, PRICE WATERHOUSE LLP 17 EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND RELATED STATEMENT OF INCOME AS OF SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS JUN-30-1997 SEP-30-1996 13,483 1,411 51,663 1,973 18,716 92,367 29,681 13,485 142,819 71,150 9,015 199 0 0 58,934 142,819 30,961 47,516 14,969 28,147 0 0 412 4,135 1,654 2,327 0 0 0 2,327 0.29 0.29
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