8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 27, 2006

MICROS SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-09993	52-1101488
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7031 Columbia Gateway Drive, Columbia, Maryland		21046-2289
(Address of principal executive offices)		(ZIP Code)
Registrant’s telephone number, including area code: 443-285-6000
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition

The registrant’s press release dated April 27, 2006, regarding its financial results for the three-month and nine-month periods ended March 31, 2006, is attached as Exhibit 99.1 to this Form 8-K.

Note:     The information in Item 2.02 of this Form 8-K, and Exhibit 99, attached, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MICROS Systems, Inc.
	By:	/s/ Gary C. Kaufman
	Name:	Gary C. Kaufman
	Title:	Executive Vice President, Finance and Administration, and Chief Financial Officer
Date:  April 27, 2006

EXHIBIT INDEX:

99.1 – Press Release

EX-99.1

Exhibit 99.1

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Release Date:  April 27, 2006	Contacts:	Peter J. Rogers, Jr.
		Senior Vice President, Investor Relations
		MICROS Systems, Inc.
		443-285-8059
		progers@micros.com

MICROS REPORTS FISCAL 2006 THIRD QUARTER RESULTS
RECORD THIRD QUARTER REVENUE, NET INCOME AND EPS

Columbia, Maryland... MICROS Systems, Inc.  (Nasdaq:MCRS), a leading supplier of information systems to the hospitality and retail industries, today announced the results for its fiscal 2006 third quarter ended March 31, 2006. 

FINANCIAL HIGHLIGHTS

-Commencing the first quarter of fiscal year 2006, MICROS implemented the Statement of Financial Accounting Standard No. 123(R) (“FASB 123R”), “Share-based Payments,” which became effective July 1, 2005. The statement requires companies to expense the fair value of grants made under stock option programs over the vesting period of the options.  The expense is a non-cash transaction. The Company adopted the “Modified Prospective Application” transition method that does not result in the restatement of previously issued financial statements.  MICROS will report its net income and earnings per share during fiscal year 2006 on both Generally Accepted Accounting Principles (“GAAP”) (which includes the share-based payment charge, which represents the non-cash stock option expense) and non-GAAP (which excludes the share-based payment charge, which represents the non-cash stock option expense) bases in order to facilitate analysis of the business and meaningful period-to-period comparisons.

-Revenue for the quarter was $171.1 million, an increase of $17.8 million, or 11.6%, over the same period last year.

-GAAP net income for the quarter was $15.6 million. GAAP net income for the nine-month period was $42.2 million.

-GAAP EPS for the quarter, per diluted share, was $0.38.  GAAP EPS for the nine-month period, per diluted share, was $1.04.

-Net income for the quarter, before the share-based payment charge, a non-GAAP measure, was $17.8 million, an increase of $3.6 million, or 25.5% over the year ago period.  Net income for the nine-month period, before the share based payment charge, was $47.2 million, an increase of $11.6 million, or 32.6% over the year ago period.

-EPS for the quarter, per diluted share, before the share-based payment charge, a non-GAAP measure, was $0.44, an increase of $0.09, or 25.7% over year ago period.  EPS for the nine-month period, per diluted share, before the share-based payment charge, was $1.16, an increase of $0.26, or 28.9% over the year ago period.

-MICROS’s financial results were Company records for the third fiscal quarter.

Tom Giannopoulos, MICROS’s Chairman and CEO, stated: “We are pleased with our execution and the number of new customer contracts signed across all segments in the quarter.  We look forward to a strong fourth quarter as we aim for a record year in revenue and earnings.”

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MICROS’s guidance for its fiscal 2006 fourth quarter ending June 30, 2006 is for revenue between $180.0 million and $185.0 million, and non-GAAP net income, excluding the currently projected share-based payment charge for the fourth fiscal quarter, between $20.5 million and $21.2 million. Guidance for GAAP net income is between $18.8 million and $19.5 million.

Guidance for the fiscal 2006 year ending June 30, 2006 has been increased for revenue to be between $667.0 million and $672.0 million and increased for non-GAAP net income, excluding the currently projected share-based payment charge for the fiscal year, to be between $67.7 million and $68.4 million, or non-GAAP earnings per diluted share between $1.66 and $1.68.  Guidance for GAAP net income has been increased to be between $60.6 million and $61.3 million, or earnings per diluted share of $1.50 to $1.51.

To supplement the consolidated financial statements presented in accordance with GAAP, the Company presents MICROS’s net income and earnings per diluted share, before the share-based payment charge, which is the non-cash stock option expense. This non-GAAP presentation of net income and earnings per share is provided to enhance the understanding of the Company’s historical financial performance and comparability between periods. The Company believes this presentation provides useful information.

MICROS’s stock is traded through NASDAQ under the symbol MCRS.  Some of the statements contained herein not based on historic facts are forward-looking statements that involve risks and uncertainties.  An example of a forward looking statement includes the statements in the paragraphs where MICROS provides guidance for its fiscal 2006 fourth quarter ending June 30, 2006, and its fiscal 2006 year ending June 30, 2006, and Mr. Giannopoulos’s quote.  MICROS is subject to, among others, the following uncertainties and risks: product demand and market acceptance; impact of competitive products and pricing on margins; product development delays and technological difficulties; controlling expenses as MICROS continues to expand; the ability to obtain on acceptable terms the right to incorporate in MICROS’s products and services technology patented by others; the risk that there are actual or perceived security vulnerabilities in MICROS’s products; adverse results in legal disputes resulting in liabilities that exceed reserves; unanticipated tax liabilities; the effects of terrorist activity and armed conflict; the effects of major environmental disasters, such as hurricanes and tsunamis; weakening in general economic conditions that adversely affect demand for computer hardware or software; and currency fluctuations.

All information in this release is as of April 27, 2006.  MICROS undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in MICROS’s expectations.

For further information regarding risks and uncertainties associated with MICROS’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business and Investment Risks” sections of MICROS’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting MICROS’s investor relations department at 443-285-8059 or at MICROS’s website at http://www.micros.com.

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Release Date:  April 27, 2006	Contacts:	Peter J. Rogers, Jr.
		SVP, Investor Relations
		443-285-8059

MICROS SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - in thousands, except per share amounts)

	Third Quarter Ended March 31,						Nine-Months Ended March 31,
		2006			2005			2006			2005
Revenue:
Hardware	$	56,087		$	49,871		$	152,585		$	131,804
Software		28,788			28,762			85,045			75,183
Service		86,266			74,719			249,493			218,257
Total revenue		171,141			153,352			487,123			425,244
Cost of sales:
Hardware		38,234			32,628			103,371			88,220
Software		6,051			6,704			18,458			17,965
Service (*)		41,773			36,226			119,978			105,040
Total cost of sales		86,058			75,558			241,807			211,225
Gross margin		85,083			77,794			245,316			214,019
Selling, general and administrative expenses		51,834			48,540			151,492			134,397
Research and development expenses		6,475			7,201			19,162			20,864
Depreciation and amortization		2,450			2,681			7,557			7,627
Stock option expense (*)		2,402			—			6,502			—
Total operating expenses		63,161			58,422			184,713			162,888
Income from operations		21,922			19,372			60,603			51,131
Non-operating income (expense), net		1,430			(254	)		2,608			1,081
Income before taxes, minority interests, and equity in net earnings of affiliates		23,352			19,118			63,211			52,212
Income tax provision		7,589			4,777			20,544			16,029
Income before minority interests and equity in net earnings of affiliates		15,763			14,341			42,667			36,183
Minority interests and equity in net earnings of affiliates		(169	)		(163	)		(517	)		(591	)
Net income (GAAP)	$	15,594		$	14,178		$	42,150		$	35,592
Net income per common share – diluted (GAAP)	$	0.38		$	0.35		$	1.04		$	0.90
Weighted-average number of shares outstanding – diluted		40,730			40,038			40,648			39,503

Reconciliation of GAAP Net Income and EPS, and Net Income and EPS before share-based payment charge, i.e. stock option expense
Net income (GAAP)	$	15,594	$	14,178	$	42,150	$	35,592
Add back:
(*) Stock option expense
COGS - service		25				25
Selling, general and administrative expenses		2,329		—		6,359		—
Research and development expenses		73		—		143		—
Stock option expense included in operating expenses		2,402		—		6,502		—
Total stock option expense		2,427		—		6,527		—
Subtract:
Total tax effect on stock option expense		227				1,472
Net income (before share-based payment charge)	$	17,794	$	14,178	$	47,205	$	35,592
Net income per common share-diluted (before share-based payment charge)	$	0.44	$	0.35	$	1.16	$	0.90

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Release Date:  April 27, 2006	Contacts:	Peter J. Rogers, Jr.
		SVP, Investor Relations
		443-285-8059

MICROS SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited - in thousands)

	March 31, 2006		June 30, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	182,998	$	153,521
Accounts receivable, net		150,077		131,423
Inventories, net		45,153		42,664
Deferred income taxes		13,111		10,883
Prepaid expenses and other current assets		27,074		28,934
Total current assets		418,413		367,425
Property, plant and equipment, net		23,382		21,308
Deferred income taxes, non-current		13,679		18,195
Goodwill		104,680		86,781
Intangible assets, net		10,764		10,958
Purchased and internally developed software costs, net		37,071		40,160
Other assets		2,525		2,401
Total assets	$	610,514	$	547,228
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank lines of credit	$	1,728	$	2,387
Accounts payable		37,433		38,253
Accrued expenses and other current liabilities		81,256		74,543
Current portion of capital lease obligations		142		162
Income taxes payable		7,991		3,260
Deferred income taxes		362		362
Deferred service revenue		74,070		58,022
Total current liabilities		202,982		176,989
Capital lease obligations, net of current portion		361		251
Deferred income taxes, non-current		14,648		16,105
Other non-current liabilities		7,907		5,905
Commitments and contingencies
Minority interests		3,010		2,807
Shareholders’ equity:
Common stock		485		482
Capital in excess of par		94,401		99,990
Retained earnings		281,470		239,320
Accumulated other comprehensive income		5,250		5,379
Total shareholders’ equity		381,606		345,171
Total liabilities and shareholders’ equity	$	610,514	$	547,228

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