UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
Quarterly
Report Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
For the
quarterly period ended September 30, 2010
Commission
file number 0-9993
MICROS
SYST
EM
S, INC.
|
(Exact
name of Registrant as specified in its
charter)
|
MARYLAND
|
52-1101488
|
(State
of incorporation)
|
(IRS
Employer Identification
Number)
|
7031
Columbia Gateway Drive, Columbia, Maryland
|
21046-2289
|
(Address
of principal executive offices)
|
(Zip
code)
|
443-285-6000
|
Registrant’s
telephone number, including area
code
|
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 reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES
þ
NO
o
Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the Registrant was required to submit
and post such files).
YES
þ
NO
o
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer
þ
|
Accelerated
filer
o
|
|
|
Non-accelerated
filer
o
|
Smaller
Reporting Company
o
|
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES
o
NO
þ
As of
October 31, 2010, there were issued and outstanding 80,580,309 shares of
Registrant’s Common Stock, $0.025 par value.
MICROS
SYSTEMS, INC. AND SUBSIDIARIES
Form
10-Q
For the
three months ended September 30, 2010
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL
STATEMENTS
MICROS
SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited,
in thousands, except per share data)
|
|
Sept.
30,
|
|
|
June
30,
|
|
|
|
2010
|
|
|
2010
|
|
ASSETS
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
437,123
|
|
|
$
|
377,205
|
|
Short-term
investments
|
|
|
180,756
|
|
|
|
168,093
|
|
Accounts
receivable, net of allowance for doubtful accounts of $30,333 at Sept. 30,
2010 and $28,392 at June 30, 2010
|
|
|
156,704
|
|
|
|
153,066
|
|
Inventory
|
|
|
35,609
|
|
|
|
35,103
|
|
Deferred
income taxes
|
|
|
20,092
|
|
|
|
19,624
|
|
Prepaid
expenses and other current assets
|
|
|
33,641
|
|
|
|
27,004
|
|
Total
current assets
|
|
|
863,925
|
|
|
|
780,095
|
|
|
|
|
|
|
|
|
|
|
Long-term
investments
|
|
|
63,014
|
|
|
|
59,884
|
|
Property,
plant and equipment, net
|
|
|
28,424
|
|
|
|
27,349
|
|
Deferred
income taxes, non-current
|
|
|
13,612
|
|
|
|
13,556
|
|
Goodwill
|
|
|
217,721
|
|
|
|
213,825
|
|
Intangible
assets, net
|
|
|
18,899
|
|
|
|
19,590
|
|
Purchased
and internally developed software costs, net of accumulated amortization
of $77,289 at Sept. 30, 2010 and $71,985 at June 30, 2010
|
|
|
17,783
|
|
|
|
17,468
|
|
Other
assets
|
|
|
6,960
|
|
|
|
6,524
|
|
Total
assets
|
|
$
|
1,230,338
|
|
|
$
|
1,138,291
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND EQUITY
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Bank
lines of credit
|
|
$
|
-
|
|
|
$
|
1,442
|
|
Accounts
payable
|
|
|
45,306
|
|
|
|
44,783
|
|
Accrued
expenses and other current liabilities
|
|
|
119,425
|
|
|
|
135,469
|
|
Income
taxes payable
|
|
|
3,468
|
|
|
|
5,856
|
|
Deferred
revenue
|
|
|
147,910
|
|
|
|
124,498
|
|
Total
current liabilities
|
|
|
316,109
|
|
|
|
312,048
|
|
|
|
|
|
|
|
|
|
|
Income
taxes payable, non-current
|
|
|
23,439
|
|
|
|
22,737
|
|
Deferred
income taxes, non-current
|
|
|
2,808
|
|
|
|
2,590
|
|
Other
non-current liabilities
|
|
|
10,482
|
|
|
|
11,304
|
|
|
|
|
352,838
|
|
|
|
348,679
|
|
Commitments
and contingencies (Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
MICROS
Systems, Inc. Shareholders' Equity:
|
|
|
|
|
|
|
|
|
Common
stock, $0.025 par value; authorized 120,000 shares; issued and outstanding
80,560 at September 30, 2010 and 80,042 at June 30, 2010
|
|
|
2,014
|
|
|
|
2,001
|
|
Capital
in excess of par
|
|
|
130,926
|
|
|
|
117,462
|
|
Retained
earnings
|
|
|
721,397
|
|
|
|
689,750
|
|
Accumulated
other comprehensive income
|
|
|
16,498
|
|
|
|
(25,833
|
)
|
Total
MICROS Systems, Inc. shareholders' equity
|
|
|
870,835
|
|
|
|
783,380
|
|
Noncontrolling
interest
|
|
|
6,665
|
|
|
|
6,232
|
|
Total
equity
|
|
|
877,500
|
|
|
|
789,612
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and equity
|
|
$
|
1,230,338
|
|
|
$
|
1,138,291
|
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
MICROS
SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited,
in thousands, except per share data)
|
|
Three Months Ended Sept. 30,
|
|
|
|
2010
|
|
|
2009
(1)
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
Hardware
|
|
$
|
44,266
|
|
|
$
|
43,307
|
|
Software
|
|
|
27,889
|
|
|
|
24,692
|
|
Services
|
|
|
161,259
|
|
|
|
143,402
|
|
Total
revenue
|
|
|
233,414
|
|
|
|
211,401
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales:
|
|
|
|
|
|
|
|
|
Hardware
|
|
|
29,955
|
|
|
|
28,052
|
|
Software
|
|
|
5,826
|
|
|
|
5,387
|
|
Services
|
|
|
71,213
|
|
|
|
62,136
|
|
Total
cost of sales
|
|
|
106,994
|
|
|
|
95,575
|
|
|
|
|
|
|
|
|
|
|
Gross
margin
|
|
|
126,420
|
|
|
|
115,826
|
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative expenses
|
|
|
64,675
|
|
|
|
65,121
|
|
Research
and development expenses
|
|
|
10,787
|
|
|
|
11,016
|
|
Depreciation
and amortization
|
|
|
4,118
|
|
|
|
3,842
|
|
Total
operating expenses
|
|
|
79,580
|
|
|
|
79,979
|
|
|
|
|
|
|
|
|
|
|
Income
from operations
|
|
|
46,840
|
|
|
|
35,847
|
|
|
|
|
|
|
|
|
|
|
Non-operating
income (expense):
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
1,194
|
|
|
|
1,051
|
|
Interest
expense
|
|
|
(138
|
)
|
|
|
-
|
|
Other
expense, net
(2)
|
|
|
(808
|
)
|
|
|
(394
|
)
|
Total
non-operating income, net
|
|
|
248
|
|
|
|
657
|
|
|
|
|
|
|
|
|
|
|
Income
before taxes
|
|
|
47,088
|
|
|
|
36,504
|
|
Income
tax provision
|
|
|
15,393
|
|
|
|
12,133
|
|
Net
income
|
|
|
31,695
|
|
|
|
24,371
|
|
Less: Net
income attributable to noncontrolling interest
|
|
|
(78
|
)
|
|
|
(224
|
)
|
Net
income attributable to MICROS Systems, Inc.
|
|
$
|
31,617
|
|
|
$
|
24,147
|
|
|
|
|
|
|
|
|
|
|
Net
income per common share attributable to MICROS Systems, Inc. common
shareholders:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.39
|
|
|
$
|
0.30
|
|
Diluted
|
|
$
|
0.39
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
number of shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
80,211
|
|
|
|
79,749
|
|
Diluted
|
|
|
82,023
|
|
|
|
81,314
|
|
The
details of total other-than-temporary impairment losses ("OTTI") of long-term
investments and a reconciliation to
OTTI
change included in other non-operating income (expense)
(2)
:
|
|
Three
Months Ended Sept. 30,
|
|
|
|
2010
|
|
|
2009
(1)
|
|
Total
other-than-temporary impairment losses (gains)
|
|
$
|
(317
|
)
|
|
$
|
355
|
|
Adjustment:
|
|
|
|
|
|
|
|
|
Change
in non-credit based OTTI recognized in other comprehensive
income
|
|
|
-
|
|
|
|
32
|
|
Change
in credit based OTTI due to redemption
|
|
|
342
|
|
|
|
-
|
|
Change
in non-credit based OTTI due to redemption
|
|
|
32
|
|
|
|
-
|
|
Credit
based OTTI recognized in non-operating income/expense
|
|
$
|
57
|
|
|
$
|
387
|
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
(1) See
Note 1 "Basis of Presentation" in Notes to Condensed Consolidated Financial
Statements.
(2) See
Note 3 "Financial Instruments and Fair Value Measurements" in Notes to Condensed
Consolidated Financial Statements.
MICROS
SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited,
in thousands)
|
|
Three Months Ended Sept. 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
Net
cash flows provided by operating activities
|
|
$
|
34,807
|
|
|
$
|
41,849
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
Proceeds
from sales and maturities of investments
|
|
|
64,982
|
|
|
|
87,937
|
|
Purchases
of investments
|
|
|
(72,657
|
)
|
|
|
(77,932
|
)
|
Purchases
of property, plant and equipment
|
|
|
(3,201
|
)
|
|
|
(1,710
|
)
|
Internally
developed software costs
|
|
|
(1,396
|
)
|
|
|
(200
|
)
|
Disposal
of property, plant and equipment
|
|
|
21
|
|
|
|
18
|
|
Net
cash flows (used in) provided by investing activities
|
|
|
(12,251
|
)
|
|
|
8,113
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds
from stock option exercises
|
|
|
7,670
|
|
|
|
4,850
|
|
Realized
tax benefits from stock option exercises
|
|
|
3,076
|
|
|
|
2,196
|
|
Repurchases
of common stock
|
|
|
-
|
|
|
|
(30,336
|
)
|
Proceeds
from line of credit
|
|
|
1,131
|
|
|
|
-
|
|
Principal
payments on line of credit
|
|
|
(2,658
|
)
|
|
|
-
|
|
Exercise
of non-controlling put option
|
|
|
(1,041
|
)
|
|
|
-
|
|
Other
|
|
|
(376
|
)
|
|
|
(129
|
)
|
Net
cash flows provide by (used in) financing activities
|
|
|
7,802
|
|
|
|
(23,419
|
)
|
|
|
|
|
|
|
|
|
|
Effect
of exchange rate changes on cash and cash equivalents
|
|
|
29,560
|
|
|
|
7,465
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
|
59,918
|
|
|
|
34,008
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of year
|
|
|
377,205
|
|
|
|
292,257
|
|
Cash
and cash equivalents at end of period
|
|
$
|
437,123
|
|
|
$
|
326,265
|
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
MICROS
SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited,
in thousands)
|
|
MICROS
Systems, Inc. Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
Other
|
|
|
Non-
|
|
|
|
|
|
|
Common
Stock
|
|
|
in Excess
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
controlling
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
of
Par
|
|
|
Earnings
|
|
|
Income
|
|
|
Interest
|
|
|
Total
|
|
Balance,
June 30, 2010
|
|
|
80,042
|
|
|
$
|
2,001
|
|
|
$
|
117,462
|
|
|
$
|
689,750
|
|
|
$
|
(25,833
|
)
|
|
$
|
6,232
|
|
|
$
|
789,612
|
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,617
|
|
|
|
-
|
|
|
|
78
|
|
|
|
31,695
|
|
Foreign
currency translation adjustments, net of tax of $0
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
41,888
|
|
|
|
647
|
|
|
|
42,535
|
|
Non-credit
other-than-temporary losses on long-term investments, net of tax of
$271
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
443
|
|
|
|
-
|
|
|
|
443
|
|
Non-controlling
interest put arrangement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30
|
|
Dividends
to non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(292
|
)
|
|
|
(292
|
)
|
Share-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
2,645
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,645
|
|
Stock
issued upon exercise of options
|
|
|
518
|
|
|
|
13
|
|
|
|
7,657
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,670
|
|
Income
tax benefit from options exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
3,162
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,162
|
|
Balance,
September 30, 2010
|
|
|
80,560
|
|
|
$
|
2,014
|
|
|
$
|
130,926
|
|
|
$
|
721,397
|
|
|
$
|
16,498
|
|
|
$
|
6,665
|
|
|
$
|
877,500
|
|
|
|
MICROS
Systems, Inc. Shareholders (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
Other
|
|
|
Non-
|
|
|
|
|
|
|
Common
Stock
|
|
|
in Excess
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
controlling
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
of
Par
|
|
|
Earnings
|
|
|
Income
|
|
|
Interest
|
|
|
Total
|
|
Balance,
June 30, 2009
|
|
|
80,310
|
|
|
$
|
2,008
|
|
|
$
|
125,640
|
|
|
$
|
575,095
|
|
|
$
|
16,254
|
|
|
$
|
6,034
|
|
|
$
|
725,031
|
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,147
|
|
|
|
-
|
|
|
|
224
|
|
|
|
24,371
|
|
Foreign
currency translation adjustments, net of tax of $0
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,478
|
|
|
|
244
|
|
|
|
15,722
|
|
Non-credit
other-than-temporary losses on long-term investments, net of tax of
$65
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
107
|
|
|
|
-
|
|
|
|
107
|
|
Non-controlling
interest put arrangement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60
|
|
Share-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
3,051
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,051
|
|
Stock
issued upon exercise of options
|
|
|
458
|
|
|
|
11
|
|
|
|
4,839
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,850
|
|
Repurchases
of stock
|
|
|
(1,101
|
)
|
|
|
(27
|
)
|
|
|
(30,309
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(30,336
|
)
|
Income
tax benefit from options exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
2,310
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,310
|
|
Balance,
September 30, 2009
|
|
|
79,667
|
|
|
$
|
1,992
|
|
|
$
|
105,531
|
|
|
$
|
599,302
|
|
|
$
|
31,839
|
|
|
$
|
6,502
|
|
|
$
|
745,166
|
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
(1) See
Note 1 "Basis of Presentation" in Notes to Condensed Consolidated Financial
Statements.
MICROS
SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited,
in thousands)
|
|
Three
Months Ended
|
|
|
|
September
30,
|
|
|
|
2010
|
|
|
2009
(1)
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
31,695
|
|
|
$
|
24,371
|
|
Other
comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustments
|
|
|
42,535
|
|
|
|
15,722
|
|
Change
in unrealized loss on long-term investments, net of taxes of $271 and
$65
|
|
|
443
|
|
|
|
107
|
|
Total
other comprehensive income, net of taxes
|
|
|
42,978
|
|
|
|
15,829
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
|
|
74,673
|
|
|
|
40,200
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income attributable to non-controlling interest
|
|
|
(725
|
)
|
|
|
(468
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensive
income attributable to MICROS Systems, inc.
|
|
$
|
73,948
|
|
|
$
|
39,732
|
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
(1) See
Note 1 "Basis of Presentation" in Notes to Condensed Consolidated Financial
Statements.
MICROS
SYSTEMS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
The
accompanying condensed consolidated financial statements of MICROS Systems, Inc.
and its subsidiaries (collectively, the “Company”) have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”). This Quarterly Report on Form 10-Q should be read
in conjunction with the Company’s Annual Report on Form 10-K for the year ended
June 30, 2010.
The
accompanying condensed consolidated financial statements of the Company have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and in accordance
with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X,
promulgated by the Securities and Exchange Commission. Accordingly,
they do not include all disclosures required by U.S. generally accepted
accounting principles for complete financial statements.
As
previously disclosed, during January 2010, the Company uncovered certain
fraudulent activities in its subsidiary in Japan that occurred during the period
from fiscal year 2006 to the six months ended December 31, 2009. The
Company determined that these fraudulent transactions resulted in a cumulative
overstatement of revenue and net income of approximately $6.9 million and $4.9
million, respectively, over this period. The Company concluded that the
misstatements did not materially affect the previously issued financial
statements for any of its prior periods. Appropriate adjustments have been
made to the prior period information included in the accompanying condensed
consolidated financial statements, which reduced revenue and net income by
approximately $1.1 million and $0.6 million, respectively, and basic and diluted
earnings per share by $0.01 for the three months ended September 30, 2009.
See Note 19, “Revisions to Prior Period Financial Statements” in the
Company’s Form 10-K for the fiscal year ended June 30, 2010 and Note 14,
“Revisions to Prior Period Financial Statements” in the Company’s Form 10-Q for
the three months ended December 31, 2009.
The
condensed consolidated financial statements included in this report reflect all
normal and recurring adjustments that, in the opinion of management, are
necessary for a fair presentation of the financial position of the Company, its
results of operations and cash flows for the interim periods set forth
herein. The results for the three months ended September 30, 2010 are
not necessarily indicative of the results to be expected for the full year or
any future periods. Certain prior period amounts have been
reclassified in the accompanying financial statements to conform to the current
period presentation.
The components of inventory are as
follows:
(in thousands)
|
|
September 30,
2010
|
|
|
June 30,
2010
|
|
Raw
materials
|
|
$
|
2,039
|
|
|
$
|
1,807
|
|
Finished
goods
|
|
|
33,570
|
|
|
|
33,296
|
|
Total
inventory
|
|
$
|
35,609
|
|
|
$
|
35,103
|
|
3.
|
FINANCIAL
INSTRUMENTS AND FAIR VALUE
MEASUREMENTS
|
Short-term and long-term investments
consist of the following:
|
|
September 30, 2010
|
|
|
June 30, 2010
|
|
(in thousands)
|
|
Amortized
Cost Basis
|
|
|
Aggregate
Fair
Value
|
|
|
Amortized
Cost Basis
|
|
|
Aggregate
Fair
Value
|
|
Time
deposit - international
|
|
$
|
93,742
|
|
|
$
|
93,742
|
|
|
$
|
56,270
|
|
|
$
|
56,270
|
|
Auction
rate securities
|
|
|
61,275
|
|
|
|
51,257
|
|
|
|
64,275
|
|
|
|
53,258
|
|
U.S.
government debt securities
|
|
|
85,241
|
|
|
|
85,241
|
|
|
|
108,323
|
|
|
|
108,323
|
|
Foreign
corporate debt securities
|
|
|
13,530
|
|
|
|
13,530
|
|
|
|
10,126
|
|
|
|
10,126
|
|
Total
investments
|
|
$
|
253,788
|
|
|
$
|
243,770
|
|
|
$
|
238,994
|
|
|
$
|
227,977
|
|
Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (exit
price). Under applicable accounting standards, the following
hierarchy prioritizes the inputs (generally, assumptions that market
participants use in pricing an asset or liability) used to measure fair value
based on the quality and reliability of the information provided by the
inputs:
|
·
|
Level
1 - Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical unrestricted assets or
liabilities. The Company considers active markets as those in
which transactions for the assets or liabilities occur with sufficient
frequency and volume to provide pricing information on an ongoing
basis.
|
|
·
|
Level
2 - Quoted prices for similar assets or liabilities in active markets;
quoted prices for identical assets or liabilities in markets that are not
active; inputs that are observable, either directly or indirectly, for
substantially the full term of the asset or liability; and inputs that are
derived principally from or corroborated by observable market data or
other means.
|
|
·
|
Level
3 - Measured based on prices or valuation models using unobservable inputs
to the extent relevant observable inputs are not available (i.e., where
there is little or no market activity for the asset or
liability).
|
The
following table provides information regarding the financial assets accounted
for at fair value and the type of inputs used to value the assets (excludes cash
and cash equivalents of approximately $437.1 million and $377.2 million as of
September 30, 2010 and June 30, 2010):
(in thousands)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Balance
at September 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term
and long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Time
deposit - international
|
|
$
|
-
|
|
|
|
93,742
|
|
|
$
|
-
|
|
|
$
|
93,742
|
|
Auction
rate securities
|
|
|
-
|
|
|
|
-
|
|
|
|
51,257
|
|
|
|
51,257
|
|
U.S.
government debt securities
|
|
|
85,241
|
|
|
|
-
|
|
|
|
-
|
|
|
|
85,241
|
|
Foreign
corporate debt securities
|
|
|
13,530
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13,530
|
|
Total
short-term and long-term investments
|
|
$
|
98,771
|
|
|
$
|
93,742
|
|
|
$
|
51,257
|
|
|
$
|
243,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term
and long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time
deposit - international
|
|
$
|
-
|
|
|
$
|
56,270
|
|
|
$
|
-
|
|
|
$
|
56,270
|
|
Auction
rate securities
|
|
|
-
|
|
|
|
-
|
|
|
|
53,258
|
|
|
|
53,258
|
|
U.S.
government
|
|
|
108,323
|
|
|
|
-
|
|
|
|
-
|
|
|
|
108,323
|
|
Foreign
corporate debt security
|
|
|
10,126
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,126
|
|
Total
short-term and long-term investments
|
|
$
|
118,449
|
|
|
$
|
56,270
|
|
|
$
|
53,258
|
|
|
$
|
227,977
|
|
At September 30, 2010 and June 30,
2010, all of the Company’s investments other than the Company’s investments in
auction rate securities were recognized at fair value based upon observable
input information provided by the Company’s pricing service vendors for
identical or similar assets. For these investments, cost approximated
fair value. During the three months ended September 30, 2010 and
2009, the Company did not recognize any gains or losses on its investments,
other than related to the redemption of one of its auction rate
securities. See “Auction Rate Securities” below for further
discussion on the valuation of the Company’s investments in auction rate
securities.
The contractual maturities of
investments held at September 30, 2010 are as follows:
(in thousands)
|
|
Amortized
Cost Basis
|
|
|
Aggregate
Fair Value
|
|
Due
within one year
|
|
$
|
180,756
|
|
|
$
|
180,756
|
|
Due
1 - 2 years
|
|
|
11,757
|
|
|
|
11,757
|
|
Due after 10 years - auction rate
securities
|
|
|
61,275
|
|
|
|
51,257
|
|
Balance at September 30,
2010
|
|
$
|
253,788
|
|
|
$
|
243,770
|
|
AUCTION
RATE SECURITIES
The Company’s investments in auction
rate securities, carried at estimated fair values, were its only assets valued
on the basis of Level 3 inputs. Auction rate securities are long-term
debt instruments with variable interest rates that are designed to reset to
prevailing market interest rates every 7 to 35 days through the auction
process. The auction rate securities held by the Company are
supported by student loans for which repayment is either guaranteed by the
Federal Family Education Loan Program or insured by AMBAC Financial
Group. Before February 2008, based on the liquidity previously
provided by the interest rate reset mechanism and the short-term nature of the
Company’s investment, the auction rate securities were classified as short-term
investments available-for-sale in the Company’s consolidated balance
sheets. Beginning in February 2008, auctions for these securities
failed to obtain sufficient bids to establish a clearing rate and the securities
were not saleable in auction, thereby no longer providing short-term
liquidity. As a result, the auction rate securities have been
classified as long-term investments available-for-sale as of September 30, 2010
and June 30, 2010 instead of being classified as short-term investments, as was
the case prior to February 2008.
As of September 30, 2010, the Company
updated its assessment as to whether it would likely recover the entire cost
basis of each of the auction rate securities to determine whether the securities
had incurred an other-than-temporary impairment. Determination of whether the
impairment is temporary or other-than-temporary requires significant
judgment. The primary factors that are considered in assessing the
nature of the impairment include (a) the credit quality of the underlying
security, (b) the extent to which and time period during which the fair value of
each investment has been below cost, (c) the expected holding or recovery period
for each investment, (d) the Company’s intent to hold each investment until
recovery and likelihood that the Company will not be required to sell the
security prior to recovery, and (e) the existence of any evidence of default by
the issuer. The Company engaged an independent valuation firm to perform a
valuation of its auction rate securities in conjunction with the Company's
assessment of any impairment as temporary rather than other-than-temporary. The
valuation firm used a discounted cash flow model that considered various inputs
including: (a) the coupon rate specified under the debt instruments,
(b) the current credit ratings of the underlying issuers, (c) collateral
characteristics, (d) discount rates, (e) severity of default and (f) probability
that the securities will be sold at auction or through early
redemption. The valuation firm used a mark to model approach to
arrive at this valuation, which the Company reviewed and with which it
agreed.
Based on its fair value assessments,
the Company determined that its investments in auction rate securities as of
September 30, 2010 were impaired by approximately $10.0 million as compared to
an impairment of approximately $11.0 million as of June 30,
2010. Approximately $5.8 million and $6.1 million of this impairment
at September 30, 2010 and June 30, 2010, respectively, were deemed to be
other-than-temporary. The fair value assessment also included an
evaluation of the amount of the other-than-temporary impairment attributable to
credit loss. The factors considered in making an evaluation of the
amount attributable to credit loss included the following: (a)
default probability and the likelihood of restructuring of the security, (b)
payment structure of the security to determine how the expected underlying
collateral cash flows will be distributed to holders of the issuer’s securities
and (c) performance indicators of the underlying assets in the trust (including
default and delinquency rates). These assumptions are subject to
change as the underlying market conditions change. Based on its
evaluations, the Company determined that approximately $5.8 million of the
cumulative other-than-temporary impairment losses as of September 30, 2010 were
credit based and recorded $0.1 million, the incremental credit based losses as
compared June 30, 2010 in its consolidated statements of operations for the
three months ended September 30, 2010.
The remaining cumulative impairment
losses of approximately $4.3 million (approximately $2.8 million, net of tax)
were recorded in accumulated other comprehensive income, net of tax, as of
September 30, 2010.
During the three months ended September
30, 2010, the Company redeemed $3.0 million of its auction rate security which
had been valued at approximately $2.6 million and received approximately $2.8
million. The redemption resulted in a gain of approximately $0.1
million, as approximately $0.3 million of the securities redeemed previously
were determined to be subject to credit based other than temporary impairment
loss.
A reconciliation of changes in the fair
value of auction rate securities, and the related unrealized losses were as
follows:
(in thousands)
|
|
Cost
|
|
|
Temporary
Impairment
Loss (1)
|
|
|
OTTI -
Non-Credit
Loss (1)
|
|
|
OTTI - Credit
Loss (2)
|
|
|
Fair
Value
|
|
Balance
at June 30, 2010
|
|
$
|
64,275
|
|
|
$
|
(4,936
|
)
|
|
$
|
(32
|
)
|
|
$
|
(6,049
|
)
|
|
$
|
53,258
|
|
Changes
in losses related to investments
|
|
|
-
|
|
|
|
682
|
|
|
|
-
|
|
|
|
(57
|
)
|
|
|
625
|
|
Redemption
|
|
|
(3,000
|
)
|
|
|
-
|
|
|
|
32
|
|
|
|
342
|
|
|
|
(2,626
|
)
|
Balance
at September 30, 2010
|
|
$
|
61,275
|
|
|
$
|
(4,254
|
)
|
|
$
|
-
|
|
|
$
|
(5,764
|
)
|
|
$
|
51,257
|
|
(1)
Recorded in the accumulated other comprehensive income (loss) component of
stockholders' equity.
(2)
Recorded in the condensed consolidated statement of operations.
The Company plans to continue to
monitor its investments, including the liquidity of and creditworthiness of the
issuers of its auction rate securities, on an ongoing basis for indications of
further impairment and, if an impairment is identified, for proper
classification of the impairment. Based on the Company’s expected
operating cash flows and sources of cash, the Company does not believe that any
reduction in the liquidity of its auction rate securities will have a material
impact on its overall ability to meet its liquidity needs.
4.
|
GOODWILL
AND INTANGIBLE ASSETS
|
During the three months ended September
30, 2010, the Company completed its annual impairment tests as of July 1, 2010
on its goodwill and its indefinite-lived trademarks. Based on its
annual impairment test results, the Company determined an impairment loss
existed for one of its subsidiary’s trademarks as of July 1, 2010 and recognized
the associated impairment loss of approximately $0.1 million during the three
months ended September 30, 2010. There were no other impairment
losses related to the Company’s goodwill or other intangible
assets. Subsequent to July 1, 2010, there have not been any events or
changes in circumstances indicating that it is more likely than not that
goodwill or indefinite-lived trademarks have been impaired.
The Company has two credit agreements
(the “Credit Agreements”) that, through July 31, 2010, provided an aggregate
$65.0 million multi-currency committed line of credit. The lenders
under the Credit Agreements are Bank of America, N.A., Wells Fargo N.A. and US
Bank N.A. (“Lenders”). The international facility is secured by 65%
of the capital stock of the Company’s main operating Ireland subsidiary and 100%
of the capital stock of all of the remaining major foreign
subsidiaries. The U.S. facility is secured by 100% of the capital
stock of the Company’s major U.S. subsidiaries as well as inventory and
receivables located in the U.S. On July 31, 2010, the Credit
Agreements were amended to extend the maturity date until July 31, 2013, with
some further modifications to the terms and conditions, including the addition
and deletion of certain subsidiaries as co-borrowers, a reduction in the overall
limit on the line to $50.0 million (a change made at the Company’s request), and
reduction in certain fees payable to the Lenders under certain
circumstances.
For borrowings in U.S. currency, the
interest rate under the Credit Agreements is equal to the higher of the federal
funds rate plus 50 basis points or the prime rate. For borrowings in
foreign currencies, the interest rate is determined by a LIBOR-based formula,
plus an additional margin of 125 to 200 basis points, depending upon the
Company’s consolidated earnings before interest, taxes, depreciation and
amortization for the immediately preceding four calendar
quarters. Under the terms of the Credit Agreements, the Company is
required to pay to the Lenders insignificant commitment fees on the unused
portion of the line of credit. The Credit Agreements also contain
certain financial covenants and restrictions on the Company’s ability to assume
additional debt, repurchase stock, sell subsidiaries or acquire
companies. In case of an event of default, as defined in the Credit
Agreements including those not cured within the applicable cure period, if any,
the Lenders’ remedies include their ability to declare all outstanding loans,
plus interest and other related amounts owed, to be immediately due and payable
in full, and to pursue all rights and remedies available to them under the
Credit Agreements or under applicable law.
As of September 30, 2010, the Company
had no balance outstanding under the Credit Agreements and applied approximately
$0.4 million to guarantees. A total of approximately $49.6 million
was available for future borrowings as of September 30, 2010.
The Company also has a credit
relationship with a European bank in the amount of EUR 1.0 million
(approximately $1.4 million at the September 30, 2010 exchange
rate). Under the terms of this facility, the Company may borrow in
the form of either a line of credit or term debt. As of September 30,
2010, there were no balances outstanding on this credit facility, but
approximately EUR 0.6 million (approximately $0.8 million at the September 30,
2010 exchange rate) of the credit facility has been used for
guarantees.
As of September 30, 2010, the Company
had a borrowing capacity of approximately $50.1 million under all of the credit
facilities described above.
6.
|
SHARE-BASED
COMPENSATION
|
The non-cash share-based compensation
expenses included in the consolidated statements of operations are as
follows:
|
|
Three Months Ended
September 30,
|
|
(in
thousands)
|
|
2010
|
|
|
2009
|
|
Selling,
general and administrative
|
|
$
|
2,484
|
|
|
$
|
2,904
|
|
Research
and development
|
|
|
126
|
|
|
|
147
|
|
Cost
of sales
|
|
|
35
|
|
|
|
—
|
|
Total
non-cash share-based compensation expense
|
|
|
2,645
|
|
|
|
3,051
|
|
Income
tax benefit
|
|
|
(789
|
)
|
|
|
(942
|
)
|
Total
non-cash share-based compensation expense, net of tax
benefit
|
|
$
|
1,856
|
|
|
$
|
2,109
|
|
Impact
on diluted net income per share attributable to MICROS Systems, Inc.
common shareholders
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
No non-cash share-based compensation
expense has been capitalized for the three months ended September 30, 2010 and
2009, as stock options were not granted to employees whose labor cost was
capitalized as software development costs or inventory.
As of September 30, 2010, there was
approximately $11.1 million (net of estimated forfeitures) in non-cash
share-based compensation related to non-vested awards, which is expected to be
recognized in the Company’s consolidated statements of operations over a
weighted-average period of 1.6 years.
7.
|
NET
INCOME PER SHARE ATTRIBUTABLE TO MICROS SYSTEMS, INC. COMMON
SHAREHOLDERS
|
Basic net income per share attributable
to MICROS Systems, Inc. common shareholders is computed by dividing net income
available to MICROS Systems, Inc. by the weighted-average number of shares
outstanding. Diluted net income per share attributable to MICROS
Systems, Inc. common shareholders includes the dilutive effect of stock
options. A reconciliation of the net income available to MICROS
Systems, Inc. and the weighted-average number of common shares outstanding
assuming dilution is as follows:
|
|
Three Months Ended
September 30,
|
|
(in
thousands, except per share data)
|
|
2010
|
|
|
2009
|
|
Net
income attributable to MICROS Systems, Inc.
|
|
$
|
31,617
|
|
|
$
|
24,147
|
|
Effect
of minority put arrangement
|
|
|
30
|
|
|
|
60
|
|
Net
income available to MICROS Systems, Inc. common
shareholders
|
|
$
|
31,647
|
|
|
$
|
24,207
|
|
|
|
|
|
|
|
|
|
|
Average
common shares outstanding
|
|
|
80,211
|
|
|
|
79,749
|
|
Dilutive
effect of outstanding stock options
|
|
|
1,812
|
|
|
|
1,565
|
|
Average
common shares outstanding assuming dilution
|
|
|
82,023
|
|
|
|
81,314
|
|
|
|
|
|
|
|
|
|
|
Basic
net income per share attributable to MICROS Systems, Inc. common
shareholders
|
|
$
|
0.39
|
|
|
$
|
0.30
|
|
Diluted
net income per share attributable to MICROS Systems, Inc. common
shareholders
|
|
$
|
0.39
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive
weighted shares excluded from reconciliation
|
|
|
198
|
|
|
|
1,894
|
|
Results for the three months ended
September 30, 2010 and 2009 include approximately $2.6 million ($1.9 million,
net of tax) and $3.1 million ($2.1 million, net of tax), in non-cash share-based
compensation expense, respectively. These non-cash share-based
compensation expenses reduced diluted net income per share attributable to
MICROS Systems, Inc. common shareholders by $0.02 and $0.03 for the three months
ended September 30, 2010 and 2009, respectively.
8.
|
RECENT
ACCOUNTING GUIDANCE
|
On July 1, 2010, the Company adopted
authoritative guidance on revenue arrangements with multiple deliverables that
are outside the scope of software revenue recognition guidance. Under
the guidance, when vendor-specific objective evidence or third-party evidence of
selling price is not available, a best estimate of the selling price is required
to separate deliverables and allocate arrangement consideration based on the
relative selling prices of the separate deliverables (the “relative selling
price method”). The relative selling price method allocates any
discount in the arrangement proportionately to each deliverable on the basis of
each deliverable’s selling price. The adoption of this guidance did
not have a material impact on the Company’s consolidated financial
statements.
On July 1, 2010, the Company adopted
authoritative guidance on revenue recognition for arrangements that include
software elements. Under the guidance, tangible products containing
software components and non-software components that function together to
deliver the tangible product’s essential functionality are excluded from the
scope of software revenue recognition guidance and will be subject to other
relevant revenue recognition guidance. The adoption of this guidance
did not have a material impact on the Company’s consolidated financial
statements.
The Company is organized and operates
in four operating segments: U.S., Europe, the Pacific Rim, and Latin
America regions. The Company has identified U.S. as a separate
reportable segment and has aggregated its three international operating segments
into one reportable segment, international, as the three international operating
segments share many similar economic characteristics. Management
views the U.S. and international segments separately in operating its business,
although the products and services are similar for each segment. The
Company’s chief operating decision maker is the Company’s Chief Executive
Officer. Historically, all of the Company’s new business acquisitions
have been incorporated into the existing operating segments, based on their
respective geographic locations, and are subsequently operated and managed as
part of the applicable operating segment.
A summary of certain financial
information regarding the Company’s reportable segments is set forth
below:
|
|
Three Months Ended
|
|
|
|
September 30,
|
|
(in
thousands)
|
|
2010
|
|
|
2009
|
|
Revenues
(1)
:
|
|
|
|
|
|
|
United
States
|
|
$
|
130,082
|
|
|
$
|
111,391
|
|
International
|
|
|
113,174
|
|
|
|
108,095
|
|
Intersegment
eliminations
(2)
|
|
|
(9,842
|
)
|
|
|
(8,085
|
)
|
Total
revenues
|
|
$
|
233,414
|
|
|
$
|
211,401
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
|
|
September 30,
|
|
(in
thousands)
|
|
2010
|
|
|
2009
|
|
Income
before taxes
(1)
:
|
|
|
|
|
|
|
|
|
United
States
|
|
$
|
28,275
|
|
|
$
|
17,908
|
|
International
|
|
|
25,890
|
|
|
|
24,312
|
|
Intersegment
eliminations
(2)
|
|
|
(7,077
|
)
|
|
|
(5,716
|
)
|
Total
income before taxes
|
|
$
|
47,088
|
|
|
$
|
36,504
|
|
|
|
As of
|
|
(in
thousands)
|
|
September 30,
2010
|
|
|
June 30,
2010
|
|
Identifiable
assets
(3)
:
|
|
|
|
|
|
|
United
States
|
|
$
|
572,963
|
|
|
$
|
569,629
|
|
International
|
|
|
657,375
|
|
|
|
568,662
|
|
Total
identifiable assets
|
|
$
|
1,230,338
|
|
|
$
|
1,138,291
|
|
|
(1)
|
Amounts
based on the location of the selling
entity.
|
|
(2)
|
Amounts
primarily represent elimination of U.S. and Ireland’s intercompany
business.
|
|
(3)
|
Amounts
based on the physical location of the
asset.
|
On May 22, 2008, a jury returned
verdicts totaling $7.5 million against the Company in the consolidated actions
of Roth Cash Register v. MICROS Systems, Inc., et al. and Shenango Systems
Solutions v. MICROS Systems, Inc., et al. If the court affirms the judgment in
whole or in part, the amount payable will be subject to interest accruing at the
statutory rate of 6% per annum. The cases initially were filed in 2000 in the
Court of Common Pleas of Allegheny County, Pennsylvania. The complaints both
related to the non-renewal of dealership agreements in the year 2000 between the
Company and the respective plaintiffs. The agreements were non-renewed as part
of a restructuring of the dealer channel. There is no other outstanding
litigation relating to the restructuring of the dealer channel in the year 2000.
The plaintiffs alleged that the Company and certain of its subsidiaries and
employees entered into a plan to eliminate the plaintiffs as authorized dealers
and improperly interfere with the plaintiffs' relationships with their
respective existing and potential future clients and customers without
compensation to the plaintiffs. As a result, the plaintiffs claimed that the
Company was liable for, among other things, breach of contract and tortious
interference with existing and prospective contractual relationships. The
Company and the plaintiffs have appealed the verdicts on various grounds. Oral
argument on the appeal took place on February 24, 2010, before the Superior
Court of Pennsylvania. The court has not yet issued a decision on the appeal.
The Company has established an immaterial reserve for any potential liability
relating to these matters, as the Company believes that it presented strong
arguments to reverse the verdicts on appeal, and therefore believes that an
unfavorable outcome in these cases is not probable. Nevertheless, even if the
verdicts were not reversed or reduced on appeal, payment of the resulting
obligations would not have a material adverse effect on the Company’s
consolidated financial position or liquidity.
The Company is and has been involved in
legal proceedings arising in the normal course of business, and, subject to the
matters referenced above, 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, financial position, or cash
flows.
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
We
are a leading worldwide designer, manufacturer, marketer, and servicer of
enterprise information solutions for the global hospitality and specialty retail
industries. Our enterprise solutions comprise three major areas:
hotel information systems, restaurant information systems, and specialty retail
information systems. We also offer a wide range of related
services. We distribute our products and services directly and
through a network of independent dealers and distributors.
We
are organized and operate in four operating segments: U.S., Europe,
the Pacific Rim, and Latin America regions. We have identified our
U.S. operating segment as a separate reportable segment and we have aggregated
our three international operating segments into one reportable segment,
international, as the three international operating segments share many similar
economic characteristics. Our management views the U.S. and
international segments separately in operating our business, although the
products and services are similar for each segment.
We have been adversely affected by the
current global recession. We believe that weakened consumer spending,
coupled with difficulties in obtaining credit, have negatively affected our
customers’ abilities to acquire or open new hospitality and retail venues, and
also limit their willingness and ability to make significant capital
expenditures on new systems and system upgrades. In light of these
challenging and uncertain conditions, we continue to limit certain discretionary
expenses, and scrutinize carefully and cautiously the expansion of our
workforce.
FORWARD-LOOKING
STATEMENTS
The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the condensed consolidated
financial statements and the related notes and other financial information
included elsewhere in this Quarterly Report on Form 10-Q. Statements
contained in this Quarterly Report on Form 10-Q that are not historical facts
are forward looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that
involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of specified factors, including those set forth in Item 1A, “Risk
Factors” in our Annual Report on Form 10-K for the Fiscal Year Ended June 30,
2010 and in Part II, Item 1A, “Risk Factors” in this report.
Examples
of such forward-looking statements include:
|
·
|
our
statements about the growth of and conditions in the hospitality and
retail industries generally, and our analysis of the growth and direction
of various sectors within those
industries;
|
|
·
|
our
expectations regarding the effects of continued adverse economic
conditions on our customers, our distributors, and our business
generally.
|
|
·
|
our
statements regarding the effects of foreign currency rate fluctuations (in
particular, the Euro and British pound sterling) on our financial
performance;
|
|
·
|
our
belief that any existing legal claims or proceedings will not have a
material adverse effect on our results of operations or financial
position;
|
|
·
|
our
expectations regarding effective tax rates in future
periods;
|
|
·
|
our
expectations regarding the impact or lack of impact on our financial
position and results of operations of the application of recent accounting
standards;
|
|
·
|
our
expectations about the adequacy of our cash flows and our available lines
of credit to meet our working capital needs, and our ability to raise
additional funds if and when
needed;
|
|
·
|
our
expectations about our capital expenditures for future
periods;
|
|
·
|
our
expectations that our exposure to interest rate risk will not materially
change in the future;
|
|
·
|
our
expectation that we will evaluate our need to invest in instruments to
protect against interest rate fluctuations and our exposure to such
interest rate risk;
|
|
·
|
our
expectations regarding valuation and liquidity of auction rate securities
in which we have invested.
|
|
·
|
our
intent to monitor our investments for indications of
impairment.
|
|
·
|
our
expectation that further reductions in liquidity of our auction rate
securities will not materially affect our ability to meet our liquidity
needs.
|
RESULTS
OF OPERATIONS
Revenue:
The
following table provides information regarding sales mix by reportable segments
(amounts are net of intersegment eliminations, based on location of the selling
entity, and include export sales):
|
|
Three Months Ended September 30,
|
|
|
|
U.S.
|
|
|
International
|
|
|
Total
|
|
(in thousands)
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Hardware
|
|
$
|
22,272
|
|
|
$
|
20,964
|
|
|
$
|
21,994
|
|
|
$
|
22,343
|
|
|
$
|
44,266
|
|
|
$
|
43,307
|
|
Software
|
|
|
8,686
|
|
|
|
9,336
|
|
|
|
19,203
|
|
|
|
15,356
|
|
|
|
27,889
|
|
|
|
24,692
|
|
Service
|
|
|
84,884
|
|
|
|
70,032
|
|
|
|
76,375
|
|
|
|
73,370
|
|
|
|
161,259
|
|
|
|
143,402
|
|
Total
Revenue
|
|
$
|
115,842
|
|
|
$
|
100,332
|
|
|
$
|
117,572
|
|
|
$
|
111,069
|
|
|
$
|
233,414
|
|
|
$
|
211,401
|
|
The
following table sets forth the sales mix of Company products and services as a
percent of total revenue:
|
|
Three Months Ended
September 30,
|
|
(in thousands)
|
|
2010
|
|
|
2009
|
|
Hardware
|
|
|
19.0
|
%
|
|
|
20.5
|
%
|
Software
|
|
|
11.9
|
%
|
|
|
11.7
|
%
|
Service
|
|
|
69.1
|
%
|
|
|
67.8
|
%
|
Total
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
For the
three months ended September 30, 2010, total revenue was approximately $233.4
million, an increase of approximately $22.0 million, or 10.4% compared to the
same period last year reflecting the following:
|
·
|
Hardware,
software and service revenue increased by 2.2%, 12.9% and 12.5%,
respectively, compared to the same period last year. We believe
the increases were primarily due to an improvement in demand from our
customers as a result of modest improvement in global economic
conditions.
|
|
·
|
The
changes above also reflect unfavorable foreign currency exchange rate
fluctuations for substantially all foreign currencies against the U.S.
dollar, which negatively impacted total revenue by approximately $2.7
million.
|
|
·
|
The
service revenue also reflects additional service revenue generated by TIG
Global, a company that we acquired in December 2009, and the additional
service revenue generated from the continued expansion of our customer
base.
|
The
international segment revenue for the three months ended September 30, 2010
increased by approximately $6.5 million, an increase of 5.9% compared to the
same period last year due to the following:
|
·
|
Software
and service revenue increased by 25.1% and 4.1%, respectively, compared to
the same period last year. We believe these changes were
primarily due to an improvement in demand from our customers as a result
of modest improvement in global economic conditions. Hardware
revenue decreased by 1.6% which is mainly due to the effect of unfavorable
foreign currency exchange rate
fluctuations.
|
|
·
|
The
changes above also reflect unfavorable foreign currency exchange rate
fluctuations for substantially all foreign currencies against the U.S.
dollar, which negatively impacted total revenue by approximately $2.7
million.
|
|
·
|
The
service revenue also reflects additional service revenue generated from
the continued expansion of our customer
base.
|
U.S.
segment revenue for the three months ended September 30, 2010 increased
approximately $15.5 million, an increase of 15.5% compared to the same period
last year due to the following:
|
·
|
Hardware
and service revenue increased by 6.2% and 21.2%, respectively, compared to
the same period last year. We believe these changes were
primarily due to an improvement in demand from our customers as a result
of modest improvement in global economic conditions. Software
revenue decreased by 7.0% compared to the same period last
year.
|
|
·
|
The
service revenue also reflects additional service revenue generated by TIG
Global, a company that we acquired in December 2009, and the additional
service revenue generated from the continued expansion of our customer
base.
|
Cost
of Sales:
The
following table provides information regarding the cost of
sales:
|
|
Three Months Ended September 30,
|
|
|
|
2010
|
|
|
2009
|
|
(in thousands)
|
|
Cost
of Sales
|
|
|
% of Related
Revenue
|
|
|
Cost
of Sales
|
|
|
% of Related
Revenue
|
|
Hardware
|
|
$
|
29,955
|
|
|
|
67.7
|
%
|
|
$
|
28,052
|
|
|
|
64.8
|
%
|
Software
|
|
|
5,826
|
|
|
|
20.9
|
%
|
|
|
5,387
|
|
|
|
21.8
|
%
|
Service
|
|
|
71,213
|
|
|
|
44.2
|
%
|
|
|
62,136
|
|
|
|
43.3
|
%
|
Total
Cost of Sales
|
|
$
|
106,994
|
|
|
|
45.8
|
%
|
|
$
|
95,575
|
|
|
|
45.2
|
%
|
For the
three months ended September 30, 2010 and 2009, cost of sales as a percent of
revenue were 45.8% and 45.2%, respectively. Hardware cost of sales as
a percent of related revenue for the three months ended September 30, 2010
increased 2.9% compared to the same period last year primarily as a result of an
overall decrease in margins on substantially all hardware product sales,
including an increase in freight costs.
Software
cost of sales as a percent of related revenue decreased approximately 0.9%
compared to the same period last year. This decrease was primarily
the result of a decrease in capitalized software amortization expense as a
percent of software revenue due to an increase in software revenue.
Service
costs as a percent of related revenue increased approximately 0.9% compared to
the same period last year because the cost structure for services provided
through our recently acquired subsidiary TIG Global generally is higher than our
overall service costs. The increase was partially offset by lower
overall labor costs.
Selling,
General and Administrative (“SG&A”) Expenses:
SG&A
expenses, as a percentage of revenue, for the three months ended September 30,
2010, were 27.7%, a decrease of 3.1% compared to the same period last
year. This decrease was due to increased revenue, and our ability to
manage our overall costs.
Research
and Development (“R&D”) Expenses:
R&D
expenses consisted primarily of labor costs less capitalized software
development costs. An analysis of the R&D expenses is as
follows:
|
|
Three Months Ended
September 30,
|
|
(in thousands)
|
|
2010
|
|
|
2009
|
|
R&D
labor and other costs
|
|
$
|
12,183
|
|
|
$
|
11,216
|
|
Capitalized
software development costs
|
|
|
(1,396
|
)
|
|
|
(200
|
)
|
Total
R&D expenses
|
|
$
|
10,787
|
|
|
$
|
11,016
|
|
%
of Revenue
|
|
|
4.6
|
%
|
|
|
5.2
|
%
|
The increase in capitalized software
development costs primarily relates to development of the next generation
property management and retail related software.
Depreciation
and Amortization Expenses:
Depreciation
and amortization expenses for the three months ended September 30, 2010
increased approximately $0.3 million to approximately $4.1 million compared to
the same period last year.
Share-Based
Compensation Expenses:
For the three months ended September
30, 2010 and 2009, we recognized non-cash share-based compensation expense of
approximately $2.6 million and $3.1 million, respectively. The
following table shows the allocation of the SG&A, cost of sales and R&D
expenses discussed above:
|
|
Three Months Ended
September 30,
|
|
(in thousands)
|
|
2010
|
|
|
2009
|
|
SG&A
|
|
$
|
2,484
|
|
|
$
|
2,904
|
|
R&D
|
|
|
126
|
|
|
|
147
|
|
Cost
of sales
|
|
|
35
|
|
|
|
—
|
|
Total
non-cash share-based compensation expense
|
|
|
2,645
|
|
|
|
3,051
|
|
Income
tax benefit
|
|
|
(789
|
)
|
|
|
(942
|
)
|
Total
non-cash share-based compensation expense, net of tax
benefit
|
|
$
|
1,856
|
|
|
$
|
2,109
|
|
Impact
on diluted net income per share attributable to MICROS Systems, Inc.
common shareholders
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
As of September 30, 2010, there was
approximately $11.1 million in non-cash share-based compensation cost related to
non-vested awards not yet recognized in our consolidated statements of
operations. This cost is expected to be recognized over a
weighted-average period of 1.6 years.
Non-operating
Income:
Net
non-operating income for the three months ended September 30, 2010, was
approximately $0.2 million compared to approximately $0.7 million for the same
period last year. The decrease of approximately $0.4 million is due
to foreign currency exchange loss of approximately $0.9 million for the three
months ended September 30, 2010 compared to foreign currency exchange loss of
less than $0.1 million for the same period last year.
Income
Tax Provisions:
The effective tax rate for the three
months ended September 30, 2010 and 2009 was 32.7% and 33.2%,
respectively. The decrease in tax rate for the three months ended
September 30, 2010 compared to the same period last year was primarily
attributable to decreases in the aggregate valuation allowances, uncertain tax
positions and non-deductible compensation and increases in tax benefits realized
upon the expiration of statutes of limitation or settlements with tax
authorities. The effect of these changes was partially offset by the
earnings mix among jurisdictions.
Based on currently available
information, we estimate that the fiscal year 2011 effective tax rate will be
approximately 32%. We believe that due to changes in the mix of earnings
among jurisdictions, the fluctuation of earnings, and the impact of certain
discrete items recognized during the interim reporting periods, there may be
some degree of adjustment to the effective tax rate on a quarterly
basis.
RECENT
ACCOUNTING STANDARDS
On July 1, 2010, we adopted the
accounting guidance on revenue arrangements with multiple deliverables that are
outside the scope of the software revenue recognition guidance. Under
the guidance, when vendor-specific objective evidence or third-party evidence of
selling price is not available, a best estimate of the selling price is required
to separate deliverables and allocate arrangement consideration based on the
relative selling prices of the separate deliverables (the “relative selling
price method”). The relative selling price method allocates any
discount in the arrangement proportionately to each deliverable on the basis of
each deliverable’s selling price. The adoption of this guidance did
not have a material impact on our consolidated financial
statements.
On July 1, 2010, we adopted the
accounting guidance on revenue recognition for arrangements that include
software elements. Under the guidance, tangible products containing
software components and non-software components that function together to
deliver the tangible product’s essential functionality are excluded from the
scope of software revenue recognition guidance and will be subject to other
relevant revenue recognition guidance. The adoption of this guidance
did not have a material impact on our consolidated financial
statements.
CRITICAL
ACCOUNTING ESTIMATES
Our
discussion and analysis of our financial condition and results of operations are
based on our condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial
statements requires us to make estimates that affect the reported amounts of
assets, liabilities, revenue and expenses. We base our estimates on
historical experience and on various assumptions that we believe to be
reasonable under the circumstances. Actual results may differ from
these estimates. The following comprise the categories of critical
accounting estimates that we used in the preparation of our condensed
consolidated financial statements:
·
Revenue
recognition;
·
Allowance
for doubtful accounts;
·
Inventory;
·
Financial
instruments and fair value measurements;
·
Capitalized
software development costs;
·
Valuation
of long-lived assets and intangible assets
·
Goodwill
and indefinite-lived intangible assets;
·
Share-based
compensation;
·
Income
taxes.
We have
reviewed our critical accounting estimates and the related disclosures with our
Audit Committee. Critical accounting estimates are described further
in our Annual Report on Form 10-K for the year ended June 30, 2010 in Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” under the heading “Critical Accounting Estimates.”
LIQUIDITY
AND CAPITAL RESOURCES
Sources
and Uses of Cash
Our condensed consolidated statement of
cash flows summary is as follows:
|
|
Three Months Ended
September 30,
|
|
(in thousands)
|
|
2010
|
|
|
2009
|
|
Net
cash provided by (used in):
|
|
|
|
|
|
|
Operating
activities
|
|
$
|
34,807
|
|
|
$
|
41,849
|
|
Investing
activities
|
|
|
(12,251
|
)
|
|
|
8,113
|
|
Financing
activities
|
|
|
7,802
|
|
|
|
(23,419
|
)
|
Operating
activities:
Net cash
provided by operating activities for the three months ended September 30, 2010
decreased approximately $7.0 million compared to the three months ended
September 30, 2009. This decrease was primarily due to performance
based compensation payments made during the three months ended September 30,
2010, partially offset by an increase in net income as compared to the same
period last year.
Investing
activities:
Net cash
flows used in investing activities for the three months ended September 30, 2010
were approximately $12.3 million reflecting approximately $7.7 million we used
to purchase investments, net of cash received from the sale of investments
(including approximately $2.8 million received from the redemption of one of our
auction rate securities.) We also used approximately $4.6 million to
purchase property, plant and equipment, and internally developed software to be
licensed to others.
Financing
activities:
Net cash
provided by financing activities for the three months ended September 30, 2010
was approximately $7.8 million, principally reflecting proceeds from stock
option exercises of approximately $7.7 million and realized tax benefits from
stock option exercises of approximately $3.1 million, partially offset by debt
repayment and our purchase of stock following exercise of a put option held by
former owners of a business we acquired.
Capital
Resources
At
September 30, 2010, the favorable foreign exchange rate fluctuations for
substantially all foreign currencies against the U.S. dollar positively affected
our cash and cash equivalents’ balance by approximately $29.6
million. Our cash and cash equivalents’ balance of approximately
$437.1 million at September 30, 2010 is an increase of approximately $59.9
million from the June 30, 2010 balance and an increase of approximately $110.9
million from the September 30, 2009 balance. All cash and cash
equivalents were being retained for the operation and expansion of the business,
as well as for the repurchase of our common stock.
We have two credit agreements (the
“Credit Agreements”) that, through July 31, 2010, provided an aggregate $65.0
million multi-currency committed line of credit. On July 31, 2010,
the Credit Agreements were amended to extend the maturity date until July 31,
2013, with some further modifications to the terms and conditions, including the
addition and deletion of certain subsidiaries as co-borrowers, a reduction in
the overall limit on the line to $50.0 million (a change made at our request),
and reduction in certain fees payable to the lenders under certain
circumstances. As of September 30, 2010, we had no balance
outstanding under the Credit Agreements and had applied approximately an
additional $0.4 million to guarantees. We also have a credit
relationship with a European bank in the amount of EUR 1.0 million
(approximately $1.4 million at the September 30, 2010 exchange
rate). As of September 30, 2010, there were no balances outstanding
on this credit facility, but approximately EUR 0.6 million (approximately $0.8
million at the September 30, 2010 exchange rate) of the credit facility has been
used for guarantees. As of September 30, 2010, we had a borrowing
capacity of approximately $50.1 million under all of the credit facilities
described above. See Note 5 “Line of Credit,” in the Notes to the
Condensed Consolidated Financial Statements included in this report for further
information about our credit facilities.
We do not currently invest in financial
instruments designed to protect against interest rate fluctuations, although we
will continue to evaluate the need to do so in the future.
We believe that our cash and cash
equivalents, short-term investments, cash generated from operations and our
available lines of credit are sufficient to provide our working capital needs
for the foreseeable future. Based on our expected operating cash
flows and sources of cash, we do not believe that any limitations on liquidity
of our auction rate securities will have a material impact on our overall
ability to meet our liquidity needs. In light of current economic
conditions generally and in light of the overall performance of the stock market
in recent periods, we cannot assume that funds would be available from other
sources if we were required to fund significant acquisitions or any
unanticipated and substantial cash needs. We currently anticipate
that our property, plant and equipment expenditures for fiscal year 2011 will be
approximately $12 million.
Financial
indicators of our liquidity and capital resources as of September 30, 2010 and
June 30, 2010, were as follows:
(in
thousands,
except
ratios)
|
|
September
30,
2010
|
|
|
June
30,
2010
|
|
Cash
and cash equivalents and short-term investments
(1)
|
|
$
|
617,879
|
|
|
$
|
545,298
|
|
Available
credit facilities
|
|
$
|
51,363
|
|
|
$
|
66,223
|
|
Outstanding
credit facilities
|
|
|
—
|
|
|
|
(1,442
|
)
|
Outstanding
guarantees
|
|
|
(1,272
|
)
|
|
|
(1,187
|
)
|
Unused
credit facilities
|
|
$
|
50,091
|
|
|
$
|
63,594
|
|
Working
capital
(2)
|
|
$
|
547,816
|
|
|
$
|
468,047
|
|
MICROS
Systems, Inc.’s shareholders’ equity
|
|
$
|
870,835
|
|
|
$
|
783,380
|
|
Current
ratio
(3)
|
|
|
2.73
|
|
|
|
2.50
|
|
|
(1)
|
Does
not include approximately $51.3 million and $53.3 million invested in
auction rate securities, classified as long-term investments in our
Consolidated Balance Sheet as of September 30, 2010 and June 30, 2010,
respectively.
|
|
(2)
|
Current
assets less current liabilities.
|
|
(3)
|
Current
assets divided by current liabilities. The Company does not
have any long-term debt.
|
ITEM
3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Currency
exchange rate risk
We recorded foreign sales, including
exports from the United States, of approximately $117.6 million and $111.1
million during the three months ended September 30, 2010 and 2009, respectively,
to customers located primarily in Europe, Asia and Latin America. See
Note 9 “Segment Information” in the Notes to Condensed Consolidated Financial
Statements as well as Item 2 (Management’s Discussion and Analysis of Financial
Condition and Results of Operations) above for additional geographic
data. Our international business and presence expose us to certain
risks, such as currency, interest rate and political risks. With
respect to currency risk, we transact business in different currencies primarily
through our foreign subsidiaries. The fluctuation of currencies
impacts sales and profitability. Frequently, sales and the costs
associated with those sales are not denominated in the same
currency.
We transacted business in approximately
39 currencies in the three months ended September 30, 2010 and
2009. The relative currency mix for the three months ended September
30, 2010 and 2009 was as follows:
|
|
Three Months Ended September 30,
|
|
|
|
% of Reported
Revenue
|
|
|
Exchange Rates
|
|
Revenues by currency
(1)
:
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
United
States Dollar
|
|
|
55
|
%
|
|
|
52
|
%
|
|
|
1.0000
|
|
|
|
1.0000
|
|
European
Euro
|
|
|
19
|
%
|
|
|
22
|
%
|
|
|
1.3634
|
|
|
|
1.4634
|
|
British
Pound Sterling
|
|
|
7
|
%
|
|
|
7
|
%
|
|
|
1.5711
|
|
|
|
1.5979
|
|
Australian
Dollar
|
|
|
2
|
%
|
|
|
1
|
%
|
|
|
0.9664
|
|
|
|
0.8823
|
|
Swiss
Franc
|
|
|
2
|
%
|
|
|
2
|
%
|
|
|
1.0177
|
|
|
|
0.9651
|
|
Singapore
Dollar
|
|
|
2
|
%
|
|
|
1
|
%
|
|
|
0.7604
|
|
|
|
0.7099
|
|
Japanese
Yen
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
0.0120
|
|
|
|
0.0111
|
|
Mexican
Peso
|
|
|
1
|
%
|
|
|
2
|
%
|
|
|
0.0794
|
|
|
|
0.0741
|
|
Canadian
Dollar
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
0.9720
|
|
|
|
0.9340
|
|
Sweden
Krona
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
0.1484
|
|
|
|
0.1434
|
|
All Other Currencies
(2)
|
|
|
9
|
%
|
|
|
10
|
%
|
|
|
0.1944
|
|
|
|
0.1841
|
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
(1)
|
Calculated
using weighted average exchange rates for the fiscal
period.
|
|
(2)
|
The
“% of Reported Revenue” for “All Other Currencies” is calculated based on
the weighted average three month exchange rates for all other currencies.
The “Exchange Rates” for ‘All Other Currencies’ represents the weighted
average September 30, 2010 and 2009 exchange rates for the
currencies. Weighting is based on the three month revenue for
each country or region whose currency is included in ‘All Other
Currencies.’ Revenues from each currency included in “All Other
Currencies” were less than 1% of our total revenues for the relevant
period.
|
A 10% increase or decrease in the value
of the Euro and British pound sterling in relation to the U.S. dollar in the
three months ended September 30, 2010 would have affected our total revenues by
approximately $6.1 million, or 2.6%. The sensitivity analysis assumes
a weighted average 10% change in the exchange rate during the period with all
other variables being held constant. This sensitivity analysis does
not consider the effect of exchange rate changes on cost of sales, operating
expenses, or income taxes, and accordingly, is not necessarily an indicator of
the effect of potential exchange rate changes on our net
income.
Interest
rate risk
Our committed lines of credit bear
interest at a floating rate, which exposes us to interest rate
risks. We manage our exposure to this risk by minimizing, to the
extent feasible, overall borrowing and by monitoring available financing
alternatives. At September 30, 2010, we had no borrowings and had not
entered into any instruments to hedge the resulting exposure to interest-rate
risk. We believe that the fair value of our debt equals its
carrying value at September 30, 2010 and June 30, 2010. Our exposure
to fluctuations in interest rates will increase or decrease in the future with
increases or decreases in the outstanding amount under our lines of
credit. As we had no borrowing as of September 30, 2010, a 1% change
in interest rate would have resulted in no impact on our condensed consolidated
financial position, results of operations and cash flows. Our cash equivalents
and our portfolio of marketable securities, including auction rate securities,
are subject to market risk due to changes in interest rates. Fixed
interest rate securities may have their market value adversely impacted due to a
rise in interest rates, while floating rate securities may produce less income
than expected if interest rates fall. Should interest rates fluctuate
by 1%, the change in value of our marketable securities would not have been
material as of September 30, 2010, and the change in our interest income
would not have been material for the three months ended September 30,
2010.
To minimize our exposure to credit risk
associated with financial instruments, we place our temporary cash investments
with high-credit-quality institutions, generally with bond rating of “A” and
above. However, see Note 3 “Financial Instruments and Fair Value
Measurements” in the Notes to Condensed Consolidated Financial Statements for a
discussion regarding auction rate securities.
Finally, we are subject to, among
others, those environmental and geopolitical risks, and economic, pricing,
financial, and other risks described in Item 1A, “Risk Factors.”
ITEM
4.
|
CONTROLS
AND PROCEDURES
|
Evaluation of
Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures as of the end of the
period covered by this report are functioning effectively to provide reasonable
assurance that the information required to be disclosed by us in reports filed
under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms and
(ii) accumulated and communicated to our management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding disclosure.
Change
in Internal Control over Financial Reporting
No change
in our internal control over financial reporting occurred during our most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
Refer to Note 10 to the condensed
consolidated financial statements included in this report for information
regarding certain pending legal proceedings.
ITEM
1A. RISK FACTORS.
In addition to other information
presented in this report, including the risk factors set forth below, you should
consider carefully the factors discussed in Item 1A, “Risk Factors” in our
Annual Report on Form 10-K for the year ended June 30, 2010.
We have experienced declines and slower
growth as compared to earlier periods in total revenues that we believe are
attributable in part to reduced demand resulting from current global economic
conditions. Economic conditions that are beyond our control,
including the global recession, tightening of the credit markets, reductions in
consumer spending, and fluctuations in exchange rates, have resulted in
decreases in demand for our products and services.
In addition, our primary customers –
the hospitality, restaurant, and retail industries – are highly sensitive to
economic, political, and environmental disturbances and uncertainty, all of
which are not only outside of our and our customers’ control, but also are
difficult to predict with any accuracy.
Further, weakened consumer spending,
coupled with difficulties many businesses continue to encounter in obtaining
credit, have negatively affected our customers’ operating results, which we
believe has had an adverse impact on their ability to acquire or open new
hospitality and retail venues, as well as their ability to make significant
capital expenditures on the systems that we sell. We believe these
constraints may cause and in some cases may have already caused our customers to
maintain their existing systems rather than purchase newer systems.
In addition, continued weakness in
domestic and foreign economies may cause some of our distributors and customers
to become illiquid and delay payments, or may otherwise adversely affect our
ability to collect on their accounts, which would result in higher levels of bad
debt expense. Although adverse changes in the financial condition of
our customers and distributors have not had a material effect on our financial
condition or operating results, continued adverse economic conditions may
require that we institute protective measures such as financial reviews,
modified customer credit limits and identification of alternative vendors, and
ultimately could materially adversely affect our business.
While we believe that our cash and cash
equivalents, additional cash generated from operations, and available lines of
credit will be sufficient to provide working capital needs for the foreseeable
future, current economic conditions, including the overall performance of the
stock market, may limit the availability of funds from other sources if we
encounter an extraordinary need for external capital. These factors
also affect us indirectly, to the extent that they serve to limit our customers’
ability to purchase our systems and services.
ITEM
6. EXHIBITS
3(i)
|
Articles
of Incorporation of the Company are 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(i)(a)
|
Amendment
to Articles of Incorporation is incorporated herein by reference to
Exhibit 3(i) to the Quarterly Report on Form 10-Q of the Company for the
period ended March 31, 1997.
|
3(i)(b)
|
Amendment
to Articles of Incorporation is incorporated herein by reference to
Exhibit 3(i) to the Quarterly Report on Form 10-Q of the Company for the
period ended March 31, 1998.
|
3(i)(c)
|
Amendment
to Articles of Incorporation is incorporated herein by reference to
Exhibit 3(i) to the Form 8-K filed on November 16,
2007.
|
3(ii)
|
By-laws
of the Company, as amended, are incorporated herein by reference to
Exhibit 3(ii) to the Quarterly Report on Form 10-Q of the Company for the
period ended December 31, 2008.
|
23
|
Consent
of Houlihan Smith & Co., Inc. (filed
herewith).
|
31(a)
|
Certification
of Principal Executive Officer pursuant to Rule 13a-14(a)under the
Securities Exchange Act of 1934 (filed
herewith).
|
31(b)
|
Certification
of Principal Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 (filed
herewith).
|
32(a)
|
Certification
of Principal Executive Officer pursuant to Rule 13a-14(b) under the
Securities Exchange Act of 1934 and 18 U.S.C. 1350 (filed
herewith).
|
32(b)
|
Certification
of Principal Financial Officer pursuant to Rule 13a-14(b) under the
Securities Exchange Act of 1934 and 18 U.S.C. 1350 (filed
herewith).
|
101
|
The
following materials from MICROS Systems’ Inc.’s quarterly report on Form
10-Q for the quarter ended September 30, 2010, formatted in XBRL
(eXtensible Business Reporting Language): (i) Condensed Consolidated
Balance Sheets at September 30, 2010 and June 30, 2010, (ii) Condensed
Consolidated Statements of Operations for the three months ended September
30, 2010 and 2009, (iii) Condensed Consolidated Statements of Cash Flows
for the three months ended September 30, 2010 and 2009, (iv) Condensed
Consolidated Statements of Shareholders’ Equity for the three months ended
September 30, 2010 and 2009, (v) Condensed Consolidated Statements of
Comprehensive Income for the three months ended September 30, 2010 and
2009, (vi) Notes to Condensed Consolidated Financial Statements, tagged as
blocks of text.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
U
MICROS
SYSTEMS, INC.
|
|
(Registrant)
|
|
|
Date: November 3, 2010
|
U
/s/ Cynthia A. Russo
|
|
Cynthia
A. Russo
|
|
Executive
Vice President and
|
|
Chief
Financial Officer
|
|
|
Date: November 3, 2010
|
U
/s/ Michael P. Russo
|
|
Michael
P. Russo
|
|
Vice
President and Corporate
Controller
|
(MM) (NASDAQ:MCRS)
Historical Stock Chart
From Jun 2024 to Jul 2024
(MM) (NASDAQ:MCRS)
Historical Stock Chart
From Jul 2023 to Jul 2024