-----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, Sfzsgy/qUnaZqScDQGmuyjaTVhJc5FJsanu2P+9cSD180hIonyVwceNMkw8He+oj W6lFVGyVGk1eR7mjxyn3nw== 0001275287-06-004617.txt : 20060830 0001275287-06-004617.hdr.sgml : 20060830 20060830143450 ACCESSION NUMBER: 0001275287-06-004617 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060829 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20060830 DATE AS OF CHANGE: 20060830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROS SYSTEMS INC CENTRAL INDEX KEY: 0000320345 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 521101488 STATE OF INCORPORATION: MD FISCAL YEAR END: 0826 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09993 FILM NUMBER: 061065137 BUSINESS ADDRESS: STREET 1: 7031 COLUMBIA GATEWAY DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046-2289 BUSINESS PHONE: 4432856000 MAIL ADDRESS: STREET 1: 7031 COLUMBIA GATEWAY DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046-2289 8-K 1 ms7032.htm FORM 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: August 29, 2006
(Date of earliest event reported)

MICROS SYSTEMS, INC


(Exact name of Registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

MARYLAND

 

000-09993

 

52-1101488


 


 


(State of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

 

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

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 (see General Instruction  A.2.):

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 (7 CFR 240.13e-4(c))

 

 




Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition

The registrant’s press release dated August 29, 2006, regarding its financial results for the fourth quarter and fiscal year ended June 30, 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 99.1, 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.

Date: August 29, 2006

 

 

 

 

 

 

 

 

 

MICROS Systems, Inc.

 

(Registrant)

 

 

 

 

 

 

 

By:

/s/ Gary C. Kaufman

 

 


 

 

Gary C. Kaufman

 

 

Executive Vice-President, Finance and

 

 

Administration, and Chief Financial Officer




Exhibit 99.1 – Press Release


EX-99.1 2 ms7032ex991.htm EXHIBIT 99.1

Exhibit 99.1

Release Date:    August 29, 2006

 

Contacts:

Peter J. Rogers, Jr.

 

 

 

Senior Vice President, Investor Relations

 

 

 

MICROS Systems, Inc.

 

 

 

443-285-8059

 

 

 

progers@micros.com

MICROS Reports Fiscal 2006 Year Results Record Quarterly and Fiscal Year 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 fourth quarter and fiscal year ending June 30, 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 $191.8 million, an increase of $19.8 million, or 11.5%, over the same period last year.  Revenue for the fiscal year was $679.0 million, an increase of $81.7 million, or 13.7%, over the previous fiscal year.

 

 

 

-GAAP net income for the quarter was $21.4 million. GAAP net income for the fiscal year was $63.5 million.

 

 

 

-GAAP EPS for the quarter, per diluted share, was $0.53.  GAAP EPS for the fiscal year, per diluted share, was $1.56.

 

 

 

-Net income for the quarter, before the share-based payment charge, a non-GAAP measure, was $23.4 million, an increase of $5.4 million, or 29.7% over the year ago period.  Net income for the fiscal year, before the share-based payment charge, was $70.6 million, an increase of $17.0 million, or 31.6% over the previous fiscal year.

 

 

 

-EPS for the quarter, per diluted share, before the share-based payment charge, a non-GAAP measure, was $0.58, an increase of $0.13, or 28.9% over year ago period.  EPS for the fiscal year, per diluted share, before the share-based payment charge, was $1.74, an increase of $0.39, or 28.9% over the previous fiscal year.

 

 

 

-MICROS’s financial results were Company records for both a fiscal quarter and for a fiscal year.

Tom Giannopoulos, MICROS’s Chairman and CEO, stated: “We are extremely pleased with the record results for the fourth quarter and fiscal year.  We are proud of our achievements and are appreciative of the trust that customers put in our products and services.  The quality of our products and the outstanding efforts of our employees continue to contribute to our success.”



MICROS’s guidance for its fiscal 2007 first quarter ending September 30, 2006 is for revenue between $170.0 million and $173.0 million, and non-GAAP net income, excluding the currently projected share-based payment charge for the first fiscal quarter, between $15.3 million and $16.5 million, or non-GAAP earnings per share between $0.38 and $0.41. Guidance for GAAP net income is between $13.6 million and $14.7 million, or earnings per diluted share of $0.33 to $0.36.

Guidance for the fiscal 2007 year ending June 30, 2007 is for revenue between $778.0 million and $781.0 million and non-GAAP net income, excluding the currently projected share-based payment charge for the fiscal year, between $86.5 million and $88.7 million, or non-GAAP earnings per diluted share between $2.10 and $2.14.  Guidance for GAAP net income is between $78.3 million and $80.3 million, or earnings per diluted share of $1.90 to $1.94.

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 2007 first quarter ending September 30, 2006, and its fiscal 2007 year ending June 30, 2007, 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 August 29, 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 443-285-8112 or at MICROS’s website at http://www.micros.com.



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

 

 

Fourth quarter ended June 30,

 

Twelve months ended June 30,

 

 

 


 


 

 

 

2006

 

2005

 

2006

 

2005

 

 

 



 



 



 



 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

$

62,976

 

$

59,982

 

$

215,561

 

$

191,785

 

Software

 

 

35,048

 

 

31,187

 

 

120,093

 

 

106,370

 

Service

 

 

93,805

 

 

80,852

 

 

343,299

 

 

299,109

 

 

 



 



 



 



 

Total revenue

 

 

191,829

 

 

172,021

 

 

678,953

 

 

597,264

 

 

 



 



 



 



 

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

 

 

40,690

 

 

39,130

 

 

144,061

 

 

127,349

 

Software

 

 

5,030

 

 

4,857

 

 

23,488

 

 

22,822

 

Service

 

 

45,742

 

 

40,269

 

 

165,721

 

 

145,309

 

 

 



 



 



 



 

Total cost of sales

 

 

91,462

 

 

84,256

 

 

333,270

 

 

295,480

 

 

 



 



 



 



 

Gross margin

 

 

100,367

 

 

87,765

 

 

345,683

 

 

301,784

 

 

 



 



 



 



 

Selling, general and administrative expenses

 

 

56,484

 

 

51,000

 

 

207,976

 

 

185,398

 

Research and development expenses

 

 

7,709

 

 

6,536

 

 

26,871

 

 

27,399

 

Depreciation and amortization

 

 

2,902

 

 

2,485

 

 

10,459

 

 

10,112

 

Stock option expense (*)

 

 

2,599

 

 

0

 

 

9,100

 

 

0

 

 

 



 



 



 



 

Total operating expenses

 

 

69,694

 

 

60,021

 

 

254,406

 

 

222,909

 

 

 



 



 



 



 

Income from operations

 

 

30,673

 

 

27,744

 

 

91,277

 

 

78,875

 

Non-operating income, net

 

 

1,781

 

 

1,138

 

 

4,388

 

 

2,219

 

 

 



 



 



 



 

Income before taxes, minority interests, and equity in net earnings of affiliates

 

 

32,454

 

 

28,882

 

 

95,665

 

 

81,094

 

Income tax provision

 

 

10,912

 

 

10,732

 

 

31,455

 

 

26,761

 

 

 



 



 



 



 

Income before minority interests and equity in net earnings of affiliates

 

 

21,542

 

 

18,150

 

 

64,210

 

 

54,333

 

Minority interests and equity in net earnings of affiliates

 

 

(165

)

 

(82

)

 

(682

)

 

(673

)

 

 



 



 



 



 

Net income (GAAP)

 

$

21,377

 

$

18,068

 

$

63,528

 

$

53,660

 

 

 



 



 



 



 

Net income per common share – diluted (GAAP)

 

$

0.53

 

$

0.45

 

$

1.56

 

$

1.35

 

 

 



 



 



 



 

Weighted-average number of shares outstanding -diluted

 

 

40,570

 

 

40,520

 

 

40,624

 

 

39,803

 

 

 



 



 



 



 


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)

 

$

21,377

 

$

18,068

 

$

63,528

 

$

53,660

 

 

 



 



 



 



 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

(*) Stock option expense

 

 

 

 

 

 

 

 

 

 

 

 

 

COGS - service

 

 

10

 

 

0

 

 

35

 

 

0

 

 

 



 

 

 

 



 

 

 

 

Selling, general and administrative expenses

 

 

2,492

 

 

0

 

 

8,851

 

 

0

 

Research and development expenses

 

 

107

 

 

0

 

 

249

 

 

0

 

 

 



 

 

 

 



 

 

 

 

Stock option expense included in operating expenses

 

 

2,599

 

 

0

 

 

9,100

 

 

0

 

 

 



 



 



 



 

Total stock option expense

 

 

2,609

 

 

0

 

 

9,135

 

 

0

 

 

 



 

 

 

 



 

 

 

 

Subtract:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total tax effect on stock option expense

 

 

555

 

 

 

 

 

2,026

 

 

 

 

 

 



 

 

 

 



 

 

 

 

Net income (before share-based payment charge)

 

$

23,431

 

$

18,068

 

$

70,637

 

$

53,660

 

 

 



 



 



 



 

Net income per common share-diluted (before share-based payment charge)

 

$

0.58

 

$

0.45

 

$

1.74

 

$

1.35

 

 

 



 



 



 



 




MICROS SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
(In thousands)

 

 

June 30,
2006

 

June 30,
2005

 

 

 



 



 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

237,222

 

$

153,521

 

Accounts receivable, net

 

 

141,159

 

 

131,423

 

Inventories, net

 

 

46,637

 

 

42,664

 

Deferred income taxes

 

 

16,649

 

 

10,883

 

Prepaid expenses and other current assets

 

 

15,485

 

 

28,934

 

 

 



 



 

Total current assets

 

 

457,152

 

 

367,425

 

Property, plant and equipment, net

 

 

23,794

 

 

21,308

 

Deferred income taxes, non-current

 

 

16,192

 

 

18,195

 

Goodwill

 

 

98,581

 

 

86,781

 

Intangible assets, net

 

 

10,427

 

 

10,958

 

Purchased and internally developed software costs, net

 

 

38,328

 

 

40,160

 

Other assets

 

 

3,383

 

 

2,401

 

 

 



 



 

Total assets

 

$

647,857

 

$

547,228

 

 

 



 



 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Bank lines of credit

 

$

2,134

 

$

2,387

 

Accounts payable

 

 

36,022

 

 

38,253

 

Accrued expenses and other current liabilities

 

 

84,897

 

 

74,543

 

Current portion of capital lease obligations

 

 

89

 

 

162

 

Income taxes payable

 

 

12,416

 

 

3,260

 

Deferred income taxes

 

 

227

 

 

362

 

Deferred service revenue

 

 

68,246

 

 

58,022

 

 

 



 



 

Total current liabilities

 

 

204,031

 

 

176,989

 

Capital lease obligations, net of current portion

 

 

424

 

 

251

 

Deferred income taxes, non-current

 

 

14,998

 

 

16,105

 

Other non-current liabilities

 

 

8,146

 

 

5,905

 

Commitments and contingencies

 

 

 

 

 

 

 

Minority interests

 

 

3,142

 

 

2,807

 

Shareholders’ equity:

 

 

 

 

 

 

 

Common stock

 

 

487

 

 

482

 

Capital in excess of par

 

 

100,723

 

 

99,990

 

Retained earnings

 

 

302,848

 

 

239,320

 

Accumulated other comprehensive income

 

 

13,058

 

 

5,379

 

 

 



 



 

Total shareholders’ equity

 

 

417,116

 

 

345,171

 

 

 



 



 

Total liabilities and shareholders’ equity

 

$

647,857

 

$

547,228

 

 

 



 



 



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