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 March 31, 2012
Commission file
number 0-9993
MICROS
SYSTEMS, 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
¨
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
¨
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
¨
|
|
|
|
|
|
|
Non-accelerated filer
¨
|
Smaller Reporting Company
¨
|
|
Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES
¨
NO
þ
As of April 30, 2012, there were
issued and outstanding 80,340,079 shares of Registrant’s Common Stock, $0.025 par value.
MICROS SYSTEMS,
INC. AND SUBSIDIARIES
Form 10-Q
For the three
and nine months ended March 31, 2012
PART I –
FINANCIAL INFORMATION
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE
SHEETS
(Unaudited, in thousands, except
par value data)
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2012
|
|
|
2011
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
734,648
|
|
|
$
|
661,259
|
|
Short-term investments
|
|
|
81,371
|
|
|
|
119,006
|
|
Accounts receivable, net
of allowance for doubtful accounts of $32,587 at March 31, 2012 and $32,282 at June 30, 2011
|
|
|
208,304
|
|
|
|
181,833
|
|
Inventory
|
|
|
36,715
|
|
|
|
38,119
|
|
Deferred income taxes
|
|
|
20,602
|
|
|
|
21,036
|
|
Prepaid
expenses and other current assets
|
|
|
40,793
|
|
|
|
30,454
|
|
Total current assets
|
|
|
1,122,433
|
|
|
|
1,051,707
|
|
|
|
|
|
|
|
|
|
|
Long-term investments
|
|
|
47,521
|
|
|
|
46,226
|
|
Property, plant and equipment,
net
|
|
|
32,183
|
|
|
|
28,145
|
|
Deferred income taxes, non-current
|
|
|
23,220
|
|
|
|
20,798
|
|
Goodwill
|
|
|
239,152
|
|
|
|
242,319
|
|
Intangible assets, net
|
|
|
15,519
|
|
|
|
19,293
|
|
Purchased and internally
developed software costs, net of accumulated amortization of $86,581 at March 31, 2012 and $84,885 at June 30, 2011
|
|
|
19,261
|
|
|
|
18,710
|
|
Other
assets
|
|
|
5,482
|
|
|
|
5,820
|
|
Total
assets
|
|
$
|
1,504,771
|
|
|
$
|
1,433,018
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
53,684
|
|
|
$
|
54,851
|
|
Accrued expenses and other
current liabilities
|
|
|
149,603
|
|
|
|
148,901
|
|
Income taxes payable
|
|
|
3,511
|
|
|
|
7,705
|
|
Deferred
revenue
|
|
|
170,513
|
|
|
|
143,238
|
|
Total current liabilities
|
|
|
377,311
|
|
|
|
354,695
|
|
|
|
|
|
|
|
|
|
|
Income taxes payable, non-current
|
|
|
32,646
|
|
|
|
32,309
|
|
Deferred income taxes, non-current
|
|
|
6,213
|
|
|
|
8,261
|
|
Other
non-current liabilities
|
|
|
15,991
|
|
|
|
14,502
|
|
Total Liabilities
|
|
|
432,161
|
|
|
|
409,767
|
|
Commitments and contingencies
(Note 11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
MICROS Systems, Inc. Shareholders'
Equity:
|
|
|
|
|
|
|
|
|
Common stock, $0.025 par
value; authorized 120,000 shares; issued and outstanding 80,293 at March 31, 2012 and 80,805 at June 30, 2011
|
|
|
2,007
|
|
|
|
2,020
|
|
Capital in excess of par
|
|
|
106,834
|
|
|
|
132,529
|
|
Retained earnings
|
|
|
952,603
|
|
|
|
833,839
|
|
Accumulated
other comprehensive income
|
|
|
7,452
|
|
|
|
48,323
|
|
Total MICROS Systems, Inc.
shareholders' equity
|
|
|
1,068,896
|
|
|
|
1,016,711
|
|
Noncontrolling
interest
|
|
|
3,714
|
|
|
|
6,540
|
|
Total
equity
|
|
|
1,072,610
|
|
|
|
1,023,251
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders' equity
|
|
$
|
1,504,771
|
|
|
$
|
1,433,018
|
|
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
|
|
|
Nine Months Ended
|
|
|
|
March
31,
|
|
|
March
31,
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hardware
|
|
$
|
63,045
|
|
|
$
|
49,901
|
|
|
$
|
168,881
|
|
|
$
|
142,008
|
|
Software
|
|
|
37,577
|
|
|
|
31,075
|
|
|
|
105,402
|
|
|
|
92,043
|
|
Services
|
|
|
177,422
|
|
|
|
172,217
|
|
|
|
530,722
|
|
|
|
499,673
|
|
Total revenue
|
|
|
278,044
|
|
|
|
253,193
|
|
|
|
805,005
|
|
|
|
733,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hardware
|
|
|
40,187
|
|
|
|
31,827
|
|
|
|
106,988
|
|
|
|
93,135
|
|
Software
|
|
|
5,838
|
|
|
|
5,288
|
|
|
|
14,991
|
|
|
|
16,034
|
|
Services
|
|
|
79,484
|
|
|
|
74,700
|
|
|
|
233,754
|
|
|
|
219,386
|
|
Total cost of sales
|
|
|
125,509
|
|
|
|
111,815
|
|
|
|
355,733
|
|
|
|
328,555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
152,535
|
|
|
|
141,378
|
|
|
|
449,272
|
|
|
|
405,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
79,384
|
|
|
|
74,158
|
|
|
|
236,769
|
|
|
|
214,348
|
|
Research and development expenses
|
|
|
13,681
|
|
|
|
11,766
|
|
|
|
37,494
|
|
|
|
33,484
|
|
Depreciation and amortization
|
|
|
3,523
|
|
|
|
3,548
|
|
|
|
11,383
|
|
|
|
11,911
|
|
Total operating expenses
|
|
|
96,588
|
|
|
|
89,472
|
|
|
|
285,646
|
|
|
|
259,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
55,947
|
|
|
|
51,906
|
|
|
|
163,626
|
|
|
|
145,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
1,765
|
|
|
|
1,277
|
|
|
|
5,614
|
|
|
|
3,962
|
|
Interest expense
|
|
|
(160
|
)
|
|
|
(264
|
)
|
|
|
(429
|
)
|
|
|
(857
|
)
|
Other income (expense), net
(1)
|
|
|
6
|
|
|
|
(337
|
)
|
|
|
203
|
|
|
|
(713
|
)
|
Total non-operating income,
net
|
|
|
1,611
|
|
|
|
676
|
|
|
|
5,388
|
|
|
|
2,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes
|
|
|
57,558
|
|
|
|
52,582
|
|
|
|
169,014
|
|
|
|
147,818
|
|
Income tax provision
|
|
|
14,102
|
|
|
|
13,724
|
|
|
|
49,992
|
|
|
|
44,766
|
|
Net income
|
|
|
43,456
|
|
|
|
38,858
|
|
|
|
119,022
|
|
|
|
103,052
|
|
Less: Net income attributable to noncontrolling
interest
|
|
|
(209
|
)
|
|
|
(279
|
)
|
|
|
(258
|
)
|
|
|
(529
|
)
|
Net income attributable to MICROS Systems, Inc.
|
|
$
|
43,247
|
|
|
$
|
38,579
|
|
|
$
|
118,764
|
|
|
$
|
102,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to MICROS Systems, Inc. common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.54
|
|
|
$
|
0.48
|
|
|
$
|
1.48
|
|
|
$
|
1.27
|
|
Diluted
|
|
$
|
0.53
|
|
|
$
|
0.47
|
|
|
$
|
1.45
|
|
|
$
|
1.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
80,123
|
|
|
|
80,957
|
|
|
|
80,283
|
|
|
|
80,636
|
|
Diluted
|
|
|
82,008
|
|
|
|
82,913
|
|
|
|
82,127
|
|
|
|
82,562
|
|
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)
(1)
:
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Total other-than-temporary impairment gains
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(317
|
)
|
Adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(1) See Note 3 "Financial
Instruments and Fair Value Measurements" in Notes to Condensed Consolidated Financial Statements.
The accompanying notes
are an integral part of the condensed consolidated financial statements.
MICROS SYSTEMS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
Net cash flows provided by operating activities
|
|
$
|
131,622
|
|
|
$
|
153,230
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Proceeds from sales and maturities of investments
|
|
|
108,372
|
|
|
|
210,362
|
|
Purchases of investments
|
|
|
(78,671
|
)
|
|
|
(167,211
|
)
|
Purchases of property, plant and equipment
|
|
|
(13,418
|
)
|
|
|
(7,893
|
)
|
Internally developed software costs
|
|
|
(5,870
|
)
|
|
|
(4,167
|
)
|
Net cash paid for acquisitions
|
|
|
(593
|
)
|
|
|
(12,669
|
)
|
Other
|
|
|
(51
|
)
|
|
|
89
|
|
Net cash flows provided by investing activities
|
|
|
9,769
|
|
|
|
18,511
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Repurchases of common stock
|
|
|
(53,652
|
)
|
|
|
(11,871
|
)
|
Proceeds from stock option exercises
|
|
|
12,096
|
|
|
|
23,780
|
|
Cash paid for an acquisition of noncontrolling interest
|
|
|
(4,212
|
)
|
|
|
-
|
|
Realized tax benefits from stock option exercises
|
|
|
4,884
|
|
|
|
6,454
|
|
Proceeds from line of credit
|
|
|
-
|
|
|
|
1,131
|
|
Principal payments on line of credit
|
|
|
-
|
|
|
|
(2,655
|
)
|
Exercise of noncontrolling put option
|
|
|
-
|
|
|
|
(1,041
|
)
|
Other
|
|
|
(93
|
)
|
|
|
(572
|
)
|
Net cash flows (used in) provided by financing activities
|
|
|
(40,977
|
)
|
|
|
15,226
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(27,025
|
)
|
|
|
42,323
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
73,389
|
|
|
|
229,290
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
661,259
|
|
|
|
377,205
|
|
Cash and cash equivalents at end of period
|
|
$
|
734,648
|
|
|
$
|
606,495
|
|
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 (Loss)
|
|
|
Interest
|
|
|
Total
|
|
Balance, June 30, 2011
|
|
|
80,805
|
|
|
$
|
2,020
|
|
|
$
|
132,529
|
|
|
$
|
833,839
|
|
|
$
|
48,323
|
|
|
$
|
6,540
|
|
|
$
|
1,023,251
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
118,764
|
|
|
|
-
|
|
|
|
258
|
|
|
|
119,022
|
|
Foreign currency translation adjustments,
net of tax of $0
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(40,367
|
)
|
|
|
(452
|
)
|
|
|
(40,819
|
)
|
Unrealized losses on long-term
investments, net of tax benefits of $310
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(504
|
)
|
|
|
-
|
|
|
|
(504
|
)
|
Acquisition of noncontrolling interest
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,797
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,632
|
)
|
|
|
(4,429
|
)
|
Share-based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
12,549
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,549
|
|
Stock issued upon exercise of options
|
|
|
666
|
|
|
|
16
|
|
|
|
12,080
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,096
|
|
Repurchases of stock
|
|
|
(1,178
|
)
|
|
|
(29
|
)
|
|
|
(53,623
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(53,652
|
)
|
Income tax
benefit from options exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
5,096
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,096
|
|
Balance, March 31, 2012
|
|
|
80,293
|
|
|
$
|
2,007
|
|
|
$
|
106,834
|
|
|
$
|
952,603
|
|
|
$
|
7,452
|
|
|
$
|
3,714
|
|
|
$
|
1,072,610
|
|
|
|
MICROS Systems, Inc. Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
Other
|
|
|
Non-
|
|
|
|
|
|
|
Common Stock
|
|
|
in Excess
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
controlling
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
of Par
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Interest
|
|
|
Total
|
|
Balance, June 30, 2010
|
|
|
80,042
|
|
|
$
|
2,001
|
|
|
$
|
117,462
|
|
|
$
|
689,750
|
|
|
$
|
(25,833
|
)
|
|
$
|
6,232
|
|
|
$
|
789,612
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
102,523
|
|
|
|
-
|
|
|
|
529
|
|
|
|
103,052
|
|
Foreign currency translation adjustments, net of tax
of $0
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
62,557
|
|
|
|
752
|
|
|
|
63,309
|
|
Unrealized gains on long-term investments, net of
taxes of $279
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
454
|
|
|
|
-
|
|
|
|
454
|
|
Noncontrolling interest put arrangement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30
|
|
Acquisition of noncontrolling interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(682
|
)
|
|
|
(682
|
)
|
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(420
|
)
|
|
|
(420
|
)
|
Share-based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
9,521
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,521
|
|
Stock issued upon exercise of options
|
|
|
1,293
|
|
|
|
32
|
|
|
|
23,748
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
23,780
|
|
Repurchases of stock
|
|
|
(264
|
)
|
|
|
(6
|
)
|
|
|
(11,865
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,871
|
)
|
Income tax benefit from options exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
6,692
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,692
|
|
Balance, March 31, 2011
|
|
|
81,071
|
|
|
$
|
2,027
|
|
|
$
|
145,558
|
|
|
$
|
792,303
|
|
|
$
|
37,178
|
|
|
$
|
6,411
|
|
|
$
|
983,477
|
|
The accompanying notes
are an integral part of the condensed consolidated financial statements.
MICROS SYSTEMS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
119,022
|
|
|
$
|
103,052
|
|
Other comprehensive income, net of taxes:
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(40,819
|
)
|
|
|
63,309
|
|
Change in unrealized (losses) gains on long-term investments, net of (tax benefits) taxes of ($310) and $279
|
|
|
(504
|
)
|
|
|
454
|
|
Total other comprehensive (loss) income, net of taxes
|
|
|
(41,323
|
)
|
|
|
63,763
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
77,699
|
|
|
|
166,815
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss (income) attributable to noncontrolling interest
|
|
|
194
|
|
|
|
(1,281
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to MICROS Systems, Inc.
|
|
$
|
77,893
|
|
|
$
|
165,534
|
|
The accompanying notes
are an integral part of the condensed consolidated financial statements.
MICROS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED 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, 2011.
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.
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 and nine months ended March 31, 2012 are not necessarily
indicative of the results to be expected for the full year or any future periods.
The following table provides
information on the components of inventory:
(in thousands)
|
|
March 31,
2012
|
|
|
June 30,
2011
|
|
Raw materials
|
|
$
|
783
|
|
|
$
|
1,604
|
|
Finished goods
|
|
|
35,932
|
|
|
|
36,515
|
|
Total inventory
|
|
$
|
36,715
|
|
|
$
|
38,119
|
|
|
3.
|
FINANCIAL
INSTRUMENTS AND
FAIR VALUE MEASUREMENTS
|
Short-term
and long-term investments consist of the following:
|
|
As of March 31, 2012
|
|
|
As of June 30, 2011
|
|
(in thousands)
|
|
Amortized
Cost Basis
|
|
|
Aggregate
Fair Value
|
|
|
Amortized
Cost Basis
|
|
|
Aggregate
Fair Value
|
|
Time deposit – international
|
|
$
|
72,394
|
|
|
$
|
72,394
|
|
|
$
|
74,745
|
|
|
$
|
74,745
|
|
Auction rate securities
|
|
|
57,625
|
|
|
|
40,531
|
|
|
|
57,625
|
|
|
|
41,345
|
|
U.S. government debt securities
|
|
|
0
|
|
|
|
0
|
|
|
|
30,222
|
|
|
|
30,222
|
|
Foreign corporate debt securities
|
|
|
15,967
|
|
|
|
15,967
|
|
|
|
18,920
|
|
|
|
18,920
|
|
Total investments
|
|
$
|
145,986
|
|
|
$
|
128,892
|
|
|
$
|
181,512
|
|
|
$
|
165,232
|
|
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). 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:
(in thousands)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Balance, March 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term and long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposit – international
|
|
$
|
0
|
|
|
$
|
72,394
|
|
|
$
|
0
|
|
|
$
|
72,394
|
|
Auction rate securities
|
|
|
0
|
|
|
|
0
|
|
|
|
40,531
|
|
|
|
40,531
|
|
Foreign corporate debt securities
|
|
|
15,967
|
|
|
|
0
|
|
|
|
0
|
|
|
|
15,967
|
|
Total short-term and long-term investments
|
|
$
|
15,967
|
|
|
$
|
72,394
|
|
|
$
|
40,531
|
|
|
$
|
128,892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term and long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposit – international
|
|
$
|
0
|
|
|
$
|
74,745
|
|
|
$
|
0
|
|
|
$
|
74,745
|
|
Auction rate securities
|
|
|
0
|
|
|
|
0
|
|
|
|
41,345
|
|
|
|
41,345
|
|
U.S. government debt securities
|
|
|
30,222
|
|
|
|
0
|
|
|
|
0
|
|
|
|
30,222
|
|
Foreign corporate debt securities
|
|
|
18,920
|
|
|
|
0
|
|
|
|
0
|
|
|
|
18,920
|
|
Total short-term and long-term investments
|
|
$
|
49,142
|
|
|
$
|
74,745
|
|
|
$
|
41,345
|
|
|
$
|
165,232
|
|
At March 31,
2012 and June 30, 2011, all of the Company’s investments, other than the Company’s investments in auction rate securities,
were recognized at fair value determined 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 nine months ended March
31, 2012 and 2011, the Company did not recognize any gains or losses on its investments, other than with respect to the Company’s
investments in auction rate securities during the nine months ended March 31, 2011. 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 March 31, 2012 are as follows:
(in thousands)
|
|
Amortized
Cost Basis
|
|
|
Aggregate
Fair Value
|
|
Due within one year
|
|
$
|
81,371
|
|
|
$
|
81,371
|
|
Due between 1 – 2 years
|
|
|
6,990
|
|
|
|
6,990
|
|
Due after 10 years – auction rate securities
|
|
|
57,625
|
|
|
|
40,531
|
|
Total short-term and long-term investments
|
|
$
|
145,986
|
|
|
$
|
128,892
|
|
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 guaranteed either by the Federal Family Education Loan Program or insured by AMBAC Financial
Group. AMBAC Financial Group commenced a voluntary case under Chapter 11 of the U.S. Bankruptcy Code in November 2010, which may
enable it to limit or avoid its obligations to provide insurance for repayment of the relevant securities. Before February 2008,
due to the liquidity previously provided by the interest rate reset mechanism and the anticipated 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 March 31, 2012 and June 30, 2011 instead
of being classified as short-term investments, as was the case before February 2008.
As of March
31, 2012, the Company updated its assessment as to whether it would likely recover the entire cost basis of each of the auction
rate securities, and the extent to which 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 before recovery, and (e) the existence of any evidence of default by the issuer of the securities.
The Company engaged an independent valuation firm to perform a valuation of its auction rate securities in conjunction with the
Company's assessment as to whether any impairment was 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 March 31, 2012 were impaired
by approximately $17.1 million as compared to an impairment of approximately $16.3 million as of June 30, 2011. $10.0 million
of this impairment at March 31, 2012 and June 30, 2011 was 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, consistent with the June 30, 2011 valuation, all of the cumulative
other-than-temporary impairment losses of $10.0 million as of March 31, 2012 were credit based.
The remaining
cumulative impairment losses of approximately $7.1 million (approximately $4.4 million, net of tax) were recorded in accumulated
other comprehensive income, net of tax, as of March 31, 2012.
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, June 30, 2011
|
|
$
|
57,625
|
|
|
$
|
(6,280
|
)
|
|
$
|
0
|
|
|
$
|
(10,000
|
)
|
|
$
|
41,345
|
|
Changes in losses related to investments
|
|
|
0
|
|
|
|
(814
|
)
|
|
|
0
|
|
|
|
0
|
|
|
|
(814
|
)
|
Balance, March 31, 2012
|
|
$
|
57,625
|
|
|
$
|
(7,094
|
)
|
|
$
|
0
|
|
|
$
|
(10,000
|
)
|
|
$
|
40,531
|
|
(1) OTTI
means “other-than-temporary impairment.” The amounts in this column are recorded, net of tax, in the accumulated other
comprehensive income (loss) component of stockholders’ equity.
(2) The
amounts in this column were recorded in the condensed consolidated statement of operations before the fiscal year ending June
30, 2012.
A summary of
redemptions and sales of auction rate securities were as follows:
|
|
Three Months Ended
March 31,
|
|
|
Nine months Ended
March 31,
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Original cost, par value
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
6,650
|
|
Impairment losses previously recorded in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(281
|
)
|
Consolidated statement of operations
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(342
|
)
|
Carrying value
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,027
|
|
Proceeds from redemption/sale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,384
|
|
Gain on redemption/sale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
357
|
|
Reversal of impairment losses previously recorded in accumulative other comprehensive income
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(281
|
)
|
Gain from redemption/sale recorded in consolidated statement of operations
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
76
|
|
The Company
plans to continue to monitor its investments, including the liquidity 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 further 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
|
On July 1,
2011, the date as of which the Company conducts its annual impairment analysis, the Company adopted, in advance of the required
adoption date, revised authoritative guidance on how an entity tests goodwill for impairment. The new guidance allows the Company
to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment
test required under previous guidance. Under the new guidance, the Company is no longer required to calculate the fair value of
a reporting unit unless the Company determines, based on a qualitative assessment, that it is more likely than not that the fair
value of the reporting unit is less than its carrying amount. During the three months ended September 30, 2011, the Company determined,
based on its assessment of qualitative factors as of July 1, 2011, that none of its reporting units met the “more likely
than not” threshold requiring that the Company perform the first step of the two-step goodwill impairment test. Accordingly,
the Company did not perform any further analysis.
During the
three months ended September 30, 2011, the Company also completed its annual impairment tests on its indefinite-lived trademarks
as of July 1, 2011. Based on its annual impairment test results, the Company determined that an impairment loss existed for one
of its subsidiary’s trademarks as of July 1, 2011 and recognized the associated impairment loss of approximately $0.1 million.
Subsequent
to the annual impairment analysis date of July 1, 2011, there have been no events or circumstances that would have caused the
Company to determine that it is more likely than not that the fair values of the Company’s reporting units are less than
their respective carrying values. Subsequent to July 1, 2011, there have not been any events or changes in circumstances that
have caused the Company to determine that it is more likely than not that indefinite-lived trademarks have been impaired.
The Company
has two credit agreements (the “Credit Agreements”) that, through July 31, 2013, provide an aggregate $50.0 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.
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 any applicable cure period, 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 March
31, 2012, the Company had no balances outstanding under the Credit Agreements and has applied approximately $0.5 million to guarantees.
A total of approximately $49.5 million was available for future borrowings as of March 31, 2012.
The Company
also has a credit relationship with a European bank in the amount of EUR 1.0 million (approximately $1.3 million at the March
31, 2012 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 March 31, 2012, there were no balances outstanding on this credit facility, but approximately EUR 0.6 million (approximately
$0.8 million at the March 31, 2012 exchange rate) of the credit facility has been used for guarantees.
As of March
31, 2012, the Company had aggregate borrowing capacity of approximately $50.0 million under all of the credit facilities described
above.
|
6.
|
SHARE-BASED COMPENSATION
|
The non-cash
share-based compensation expenses included in the condensed consolidated statements of operations are as follows:
|
|
Three Months Ended
March 31,
|
|
|
Nine months Ended
March 31,
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Selling, general and administrative
|
|
$
|
3,446
|
|
|
$
|
2,419
|
|
|
$
|
11,528
|
|
|
$
|
9,066
|
|
Research and development
|
|
|
264
|
|
|
|
117
|
|
|
|
878
|
|
|
|
368
|
|
Cost of sales
|
|
|
58
|
|
|
|
25
|
|
|
|
143
|
|
|
|
87
|
|
Total non-cash share-based compensation expense
|
|
|
3,768
|
|
|
|
2,561
|
|
|
|
12,549
|
|
|
|
9,521
|
|
Income tax benefit
|
|
|
(1,441
|
)
|
|
|
(802
|
)
|
|
|
(4,344
|
)
|
|
|
(3,457
|
)
|
Total non-cash share-based compensation expense, net of tax benefit
|
|
$
|
2,327
|
|
|
$
|
1,759
|
|
|
$
|
8,205
|
|
|
$
|
6,064
|
|
Impact on diluted net income per share attributable to MICROS Systems, Inc. common shareholders
|
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
No non-cash
share-based compensation expense has been capitalized for the nine months ended March 31, 2012 and 2011, as stock options were
not granted to employees whose labor cost was capitalized as software development costs or inventory.
As of March
31, 2012, there was approximately $27.4 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 2.0 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 attributable 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.
Reconciliations
of (i) the net income attributable to MICROS Systems, Inc. to the net income attributable to MICROS Systems, Inc. common shareholders,
and (ii) the weighted-average number of common shares outstanding assuming dilution are set forth in the following table:
|
|
Three Months Ended
March 31,
|
|
|
Nine months Ended
March 31,
|
|
(in thousands, except per share data)
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Net income attributable to MICROS Systems, Inc.
|
|
$
|
43,247
|
|
|
$
|
38,579
|
|
|
$
|
118,764
|
|
|
$
|
102,523
|
|
Effect of minority put arrangement
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
30
|
|
Net income attributable to MICROS Systems, Inc. common shareholders
|
|
$
|
43,247
|
|
|
$
|
38,579
|
|
|
$
|
118,764
|
|
|
$
|
102,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstanding
|
|
|
80,123
|
|
|
|
80,957
|
|
|
|
80,283
|
|
|
|
80,636
|
|
Dilutive effect of outstanding stock options
|
|
|
1,885
|
|
|
|
1,956
|
|
|
|
1,844
|
|
|
|
1,926
|
|
Average common shares outstanding assuming dilution
|
|
|
82,008
|
|
|
|
82,913
|
|
|
|
82,127
|
|
|
|
82,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share attributable to MICROS Systems, Inc. common shareholders
|
|
$
|
0.54
|
|
|
$
|
0.48
|
|
|
$
|
1.48
|
|
|
$
|
1.27
|
|
Diluted net income per share attributable to MICROS Systems, Inc. common shareholders
|
|
$
|
0.53
|
|
|
$
|
0.47
|
|
|
$
|
1.45
|
|
|
$
|
1.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive weighted shares excluded from reconciliation
|
|
|
1,337
|
|
|
|
833
|
|
|
|
1,544
|
|
|
|
615
|
|
Results for
the three months ended March 31, 2012 and 2011 include approximately $3.8 million ($2.3 million, net of tax) and $2.6 million
($1.8 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 $0.03 and $0.02 for
the three months ended March 31, 2012 and 2011, respectively.
Results for
the nine months ended March 31, 2012 and 2011 include approximately $12.5 million ($8.2 million, net of tax) and $9.5 million
($6.1 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 $0.10 and $0.07 for
the nine months ended March 31, 2012 and 2011, respectively.
|
8.
|
RECENT ACCOUNTING GUIDANCE
|
Recently
Adopted Accounting Guidance
On January
1, 2012, the Company adopted authoritative guidance to amend the accounting and disclosure requirements on fair value measurements
so that the requirements under U.S. generally accepted accounting principles and International Financial Reporting Standards are
the same. The new guidance clarifies the FASB’s intent that the use of the highest-and-best-use concept in a fair
value measurement is relevant only when measuring non-financial assets. The new guidance also permits certain financial assets
and liabilities with offsetting positions in market risks or counterparty credit risks to be measured on a net basis, and provides
guidance on the applicability of premiums and discounts in a fair value measurement. Additionally, the new guidance clarifies
that a reporting entity should disclose quantitative information about unobservable inputs used in a fair value measurement that
is categorized within Level 3 of the fair value hierarchy, and describe the valuation processes and the sensitivity of the fair
value measurement to changes in unobservable inputs, as well as the interrelationships between those fair value measurements,
if any. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.
On July 1,
2011, the date as of which the Company conducts its annual impairment analysis, the Company adopted, in advance of the required
adoption date, revised authoritative guidance on how an entity tests goodwill for impairment. The new guidance allows an entity
to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment
test required under previous guidance. Under the new guidance, an entity is no longer required to calculate the fair value of
a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that the fair
value of a reporting unit is less than its carrying amount. Based on its qualitative analysis as of July 1, 2011, the Company
determined that none of its reporting units met the “more likely than not” threshold requiring that the Company perform
the first step of the two-step goodwill impairment test. Accordingly, the Company did not perform any further analysis.
On July 1,
2011, the Company adopted authoritative guidance to amend the disclosure requirements related to fair value measurements. The
guidance requires disclosure of changes during a reporting period attributable to purchases, sales, issuance, and settlements
of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The adoption of
this new guidance did not have a material impact on the Company’s condensed consolidated financial statements.
Recent Accounting
Guidance Not Yet Adopted
In June 2011,
the FASB issued accounting guidance on presentation of comprehensive income. The new guidance requires that changes in other
comprehensive income be presented either in a single continuous statement of net income and other comprehensive income or in two
separate but consecutive statements. It eliminates the option to present the components of other comprehensive income as
part of the statement of changes in stockholders’ equity. The new guidance will be effective for the Company beginning July
1, 2012 and will require only presentation changes in the 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 subsequently have been 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
March 31,
|
|
|
Nine months Ended
March 31,
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Revenues
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
136,139
|
|
|
$
|
135,612
|
|
|
$
|
402,210
|
|
|
$
|
400,478
|
|
International
|
|
|
153,337
|
|
|
|
128,973
|
|
|
|
439,865
|
|
|
|
365,620
|
|
Intersegment eliminations
(2)
|
|
|
(11,432
|
)
|
|
|
(11,392
|
)
|
|
|
(37,070
|
)
|
|
|
(32,374
|
)
|
Total revenues
|
|
$
|
278,044
|
|
|
$
|
253,193
|
|
|
$
|
805,005
|
|
|
$
|
733,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
31,253
|
|
|
$
|
32,059
|
|
|
$
|
93,094
|
|
|
$
|
87,904
|
|
International
|
|
|
34,826
|
|
|
|
29,062
|
|
|
|
103,462
|
|
|
|
83,636
|
|
Intersegment eliminations
(2)
|
|
|
(8,521
|
)
|
|
|
(8,539
|
)
|
|
|
(27,542
|
)
|
|
|
(23,722
|
)
|
Total income before taxes
|
|
$
|
57,558
|
|
|
$
|
52,582
|
|
|
$
|
169,014
|
|
|
$
|
147,818
|
|
|
|
As of
|
|
(in thousands)
|
|
March 31,
2012
|
|
|
June 30,
2011
|
|
Identifiable assets
(3)
:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
680,937
|
|
|
$
|
668,527
|
|
International
|
|
|
823,834
|
|
|
|
764,491
|
|
Total identifiable assets
|
|
$
|
1,504,771
|
|
|
$
|
1,433,018
|
|
|
(1)
|
Amounts based on the location
of the selling entity.
|
|
(2)
|
Amounts primarily represent elimination
of U.S. and Ireland’s intercompany transactions.
|
|
(3)
|
Amounts based on the physical
location of the assets.
|
During the
period from fiscal year 2002 through fiscal year 2011, the Board of Directors on several occasions authorized Company purchases
of its common stock. In the aggregate, the Board has authorized the purchase of up to 16 million shares. The Company has incurred
an aggregate of approximately $0.4 million in fees related to all stock purchases. As of March 31, 2012, approximately 1.8 million
additional shares are available for purchase under the most recent authorization.
The
following table summarizes the cumulative number of shares purchased under the purchase authorizations, all of which have been
retired:
(in thousands, except per share data)
|
|
Number of
Shares
|
|
|
Average
Purchase Price
per Share
|
|
|
Total Purchase
Value
|
|
Total shares purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2011
|
|
|
13,072
|
|
|
$
|
22.10
|
|
|
$
|
288,867
|
|
Three months ended September 30, 2011
|
|
|
576
|
|
|
|
44.13
|
|
|
|
25,424
|
|
Three months ended December 31, 2011
|
|
|
500
|
|
|
|
46.05
|
|
|
|
23,025
|
|
Three months ended March 31, 2012
|
|
|
102
|
|
|
|
51.06
|
|
|
|
5,203
|
|
As of March 31, 2012
|
|
|
14,250
|
|
|
$
|
24.04
|
|
|
$
|
342,519
|
|
|
11.
|
COMMITMENTS AND CONTINGENCIES
|
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. On December 30, 2010, the Superior
Court of Pennsylvania issued an opinion reversing and remanding $4.5 million of the award and affirming $3.0 million of the award.
Both the Company and the plaintiffs filed motions seeking reconsideration of certain aspects of the appellate court decision,
and, on April 1, 2011, the Superior Court denied all of the motions for reconsideration. Subsequently, on April 13, 2011, the
Company and one of the plaintiffs filed petitions with the Pennsylvania Supreme Court seeking the ability to appeal certain issues
in the litigation. On April 10, 2012, the Pennsylvania Supreme Court denied all of the petitions for appeal. The matter will accordingly
be remanded to the trial court for further proceedings consistent with the appellate court decision. During the three months ended
December 31, 2010, the Company reserved an additional $3.0 million for any potential liability relating to these matters, which
is included in its selling, general and administrative expenses. The Company is recognizing interest expense related to the outstanding
portions of the judgment at the statutory rate of 6% per annum.
The Company
is and has been involved in legal proceedings arising in the normal course of business, and, subject to the outcome of the matter
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.
On April 26,
2012, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with MF UK FC Limited,
an entity organized under the laws of England and a wholly-owned subsidiary of the Company (“Buyer”), Torex Retail
Holdings Limited, an entity organized under the laws of England (“Torex”), and the stockholders and optionholders
of Torex, principally affiliates of Cerberus Capital Management, L.P. and General Atlantic LLC. Upon the terms and subject to
the conditions of the Stock Purchase Agreement, Buyer agreed to acquire all of the outstanding shares of capital stock of Torex
for a purchase price of approximately £114.5 million (approximately $185.9 million calculated at the exchange rate announced
in the Wall Street Journal on April 30, 2012) in cash and the assumption of debt valued at £48.0 million (approximately
$77.9 million calculated at the same exchange rate). Of the purchase price, £19.4 million (approximately $31.5 million calculated
at the same exchange rate) will be paid into escrow upon closing to secure post-closing indemnification obligations of the Torex
stockholders. Amounts held in escrow will be released incrementally so that after the first and second anniversaries of the closing
date, £9.0 million (plus the balance of the retention amount) and £1.4 million, respectively (plus, in each case,
amounts subject to pending indemnification claims, if any), will remain in escrow. Any remaining amounts other than amounts subject
to pending indemnification claims, if any, will be released on the seventh anniversary of the signing of the Stock Purchase Agreement.
The purchase price is subject to increase or decrease, as the case may be, to the extent that the working capital of Torex as
defined in the Stock Purchase Agreement is more or less than the agreed working capital target specified in the Stock Purchase
Agreement of approximately negative £16.8 million (approximately negative $27.3 million calculated at the same exchange
rate).
The parties
agreed to customary representations, warranties and covenants in the Stock Purchase Agreement. Certain of the Torex stockholders
are prohibited for a period of 24 months following the consummation of the transaction from soliciting or hiring Torex employees
retained by Buyer and from engaging in specified competitive activities. The Company agreed to guarantee the performance by Buyer
of its obligations under the Stock Purchase Agreement. The Stock Purchase Agreement also includes various other provisions customary
for transactions such as the transaction contemplated by the Stock Purchase Agreement.
Torex, headquartered
in Dunstable, England, is a provider of point-of-sale systems and back office products for specialty retailers, gas stations and
convenience stores, and pubs and restaurants in the United Kingdom and Europe. The transaction is expected to close within 90
days, subject to required regulatory approvals by the Bundeskartellamt (Federal Cartel Office) in Germany and the Konkurransetilsynet
(Norwegian Competition Authority) in Norway.
The foregoing
is a summary of the material provisions of the Stock Purchase Agreement. This summary is not complete and is qualified in its
entirety by reference to the Stock Purchase Agreement, which the Company intends to file with the Securities and Exchange Commission
upon the closing of the transaction.
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 impacted by the current global economic uncertainty. We believe that constrained consumer spending, coupled with difficulties
in obtaining credit, may continue to negatively impact our customers’ abilities to acquire or open new hospitality and retail
venues, and may also limit customers’ willingness and ability to make certain capital expenditures on new systems and system
upgrades. In light of these challenging and uncertain conditions, we continue to review certain discretionary expenses, and scrutinize
carefully and cautiously the expansion of our workforce.
FORWARD-LOOKING STATEMENTS
The following
management’s 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. Certain 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”). Our actual results
may differ materially from those anticipated in these forward-looking statements.
Examples of
such forward-looking statements in this Quarterly Report on Form 10-Q include the following:
|
·
|
our
statements regarding
valuation of our
investments in
auction rate securities;
|
|
·
|
our
belief that any
reduction in liquidity
of auction rate
securities will
not have a material
impact on our overall
liquidity;
|
|
·
|
our
belief that, except
as noted, existing
legal claims or
proceedings will
not have a material
adverse effect
on our results
of operations or
financial position;
|
|
·
|
our
expectations regarding
the effects of
continued adverse
economic conditions
on our customers,
our distributors,
and our business
generally.
|
|
·
|
our
expectations regarding
effective tax rates
in future periods;
|
|
·
|
our
statements regarding
repatriation of
funds held internationally;
|
|
·
|
our
statements regarding
the effects of
foreign currency
rate fluctuations
(in particular,
the Euro and British
Pound Sterling)
on our financial
performance;
|
|
·
|
our
expectations regarding
the impact or lack
of impact on our
financial position
and results of
operations of the
application of
recently adopted
accounting standards;
and
|
|
·
|
our
expectations about
the adequacy of
our cash flows
and our available
borrowing capacity
to meet our working
capital needs,
and our ability
to raise additional
funds if and when
needed.
|
RESULTS OF OPERATIONS
Revenue:
Three
Months Ended March 31, 2012:
The following
table provides information regarding sales mix by reportable segments for the three months ended March 31, 2012 and 2011. The
amounts are net of intersegment eliminations and are allocated to our U.S. or International segments based on the location of
the customers:
|
|
Three Months Ended March 31,
|
|
|
|
U.S.
|
|
|
International
|
|
|
Total
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Hardware
|
|
$
|
30,759
|
|
|
$
|
25,382
|
|
|
$
|
32,286
|
|
|
$
|
24,519
|
|
|
$
|
63,045
|
|
|
$
|
49,901
|
|
Software
|
|
|
15,007
|
|
|
|
11,652
|
|
|
|
22,570
|
|
|
|
19,423
|
|
|
|
37,577
|
|
|
|
31,075
|
|
Service
|
|
|
73,619
|
|
|
|
80,198
|
|
|
|
103,803
|
|
|
|
92,019
|
|
|
|
177,422
|
|
|
|
172,217
|
|
Total Revenue
|
|
$
|
119,385
|
|
|
$
|
117,232
|
|
|
$
|
158,659
|
|
|
$
|
135,961
|
|
|
$
|
278,044
|
|
|
$
|
253,193
|
|
The following table provides information
regarding the total sales mix as a percent of total revenue:
|
|
Three Months Ended
March 31,
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
Hardware
|
|
|
22.7
|
%
|
|
|
19.7
|
%
|
Software
|
|
|
13.5
|
%
|
|
|
12.3
|
%
|
Service
|
|
|
63.8
|
%
|
|
|
68.0
|
%
|
Total
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
For the three months ended March 31, 2012,
total revenue was approximately $278.0 million, an increase of approximately $24.9 million, or 9.8% compared to the same period
last year principally due to the following factors:
|
·
|
Hardware, software and service revenue increased by 26.3%, 20.9% and 3.0%, respectively, compared to the same period last year.
We believe the increases were primarily due to an improvement in demand from our international customers as a result of a modest
improvement in global economic conditions, partially offset by unfavorable foreign currency exchange rate fluctuations, primarily
for the Euro against the U.S. dollar, which decreased total revenue by approximately $3.8 million.
|
|
·
|
The hardware revenue increase is primarily due to increased sales of our Workstation products and third party OEM hardware
products to our international customers.
|
|
·
|
The software revenue increase is primarily due to increased sales of our internally developed software products compared to
the same period last year.
|
|
·
|
The service revenue increase is primarily due to increases in recurring maintenance services, hosting services and software-as-a-service.
Substantially all of this additional revenue is generated in the international segment.
|
The international segment revenue for the
three months ended March 31, 2012 increased by approximately $22.7 million, an increase of 16.7% compared to the same period last
year due to the following:
|
·
|
Hardware, software and service revenue increased by 31.7%, 16.2% and 12.8%, respectively, compared to the same period last
year. We believe the increases were primarily due to an improvement in demand from our international customers as a result of a
modest improvement in global economic conditions, partially offset by unfavorable foreign currency exchange rate fluctuations which
decreased international revenue by approximately $3.8 million.
|
|
·
|
The hardware revenue increase reflects a 34% increase in sales of our Workstation products.
|
|
·
|
The software revenue increase primarily reflects increases in the sale of our internally developed restaurant software products.
|
|
·
|
The service revenue increase is primarily due to increases in recurring maintenance services, hosting services and software-as–a-service.
|
U.S. segment revenue for the three months
ended March 31, 2012 increased approximately $2.2 million, an increase of 1.8% compared to the same period last year due to the
following:
|
·
|
Hardware and software revenue increased by 21.2% and 28.8%, respectively, compared to the same period last year.
|
|
·
|
Service revenue decreased by 8.2% compared to the same period last year primarily due to lower installation and professional
services for our retail subsidiaries.
|
Nine months Ended March 31, 2012:
The following table provides information
regarding sales mix by reportable segments for the nine months ended March 31, 2012 and 2011. The amounts are net of intersegment
eliminations and are allocated to our U.S. or International segments based on the location of the customers:
|
|
Nine months Ended March 31,
|
|
|
|
U.S.
|
|
|
International
|
|
|
Total
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Hardware
|
|
$
|
78,633
|
|
|
$
|
70,513
|
|
|
$
|
90,248
|
|
|
$
|
71,495
|
|
|
$
|
168,881
|
|
|
$
|
142,008
|
|
Software
|
|
|
38,550
|
|
|
|
35,319
|
|
|
|
66,852
|
|
|
|
56,724
|
|
|
|
105,402
|
|
|
|
92,043
|
|
Service
|
|
|
232,766
|
|
|
|
244,621
|
|
|
|
297,956
|
|
|
|
255,052
|
|
|
|
530,722
|
|
|
|
499,673
|
|
Total Revenue
|
|
$
|
349,949
|
|
|
$
|
350,453
|
|
|
$
|
455,056
|
|
|
$
|
383,271
|
|
|
$
|
805,005
|
|
|
$
|
733,724
|
|
The following table provides information
regarding the total sales mix as a percent of total revenue:
|
|
Nine months Ended
March 31,
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
Hardware
|
|
|
21.0
|
%
|
|
|
19.4
|
%
|
Software
|
|
|
13.1
|
%
|
|
|
12.5
|
%
|
Service
|
|
|
65.9
|
%
|
|
|
68.1
|
%
|
Total
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
For the nine months ended March 31, 2012,
total revenue was approximately $805.0 million, an increase of approximately $71.3 million, or 9.7% compared to the same period
last year principally due to the following factors:
|
·
|
Hardware, software and service revenue increased by 18.9%, 14.5% and 6.2%, respectively, compared to the same period last year.
We believe the increases were primarily due to an improvement in demand from our international customers as a result of a modest
improvement in global economic conditions and favorable foreign currency exchange rate fluctuations, primarily for the Australian
Dollar and Swiss Franc against the U.S. dollar, which increased total revenue by approximately $4.0 million.
|
|
·
|
The hardware revenue increase is primarily due to increases in the sales of our Workstation products and third party OEM hardware
products to our international customers.
|
|
·
|
The software revenue increase is primarily due to an increase in the sale of our internally developed software products as
compared to the same period last year.
|
|
·
|
The service revenue increase is primarily due to increases in recurring maintenance services, hosting services and software-as-a-service.
Substantially all of additional revenue is generated in the international segment.
|
The international segment revenue for the
nine months ended March 31, 2012 increased by approximately $71.8 million, an increase of 18.7% compared to the same period last
year due to the following:
|
·
|
Hardware, software and service revenue increased by 26.2%, 17.9% and 16.8%, respectively, compared to the same period last
year. We believe the increases were primarily due to an improvement in demand from our international customers as a result of a
modest improvement in global economic conditions and favorable foreign currency exchange rate fluctuations which increased international
revenue by approximately $4.0 million.
|
|
·
|
The hardware revenue increase reflects a 39% increase in sales of our Workstation products.
|
|
·
|
The software revenue increase primarily reflects increases in the sale of our internally developed restaurant and hotel products.
|
|
·
|
The service revenue increase is primarily due to increases in recurring maintenance services, hosting services and software-as-a-service.
|
U.S. segment revenue for the nine months
ended March 31, 2012 decreased approximately $0.5 million, a decrease of 0.1% compared to the same period last year due to the
following:
|
·
|
Hardware and software revenue increased by 11.5% and 9.1%, respectively, compared to the same period last year.
|
|
·
|
The software revenue increase is primarily due to increases in restaurant and retail software sales.
|
|
·
|
The services revenue decreased by 4.8% compared to the same period last year primarily due to lower installation and professional
services, partially offset by increases in recurring maintenance services and software-as-a-service.
|
Cost of Sales:
Three Months Ended March 31, 2012:
The following table provides information
regarding our cost of sales:
|
|
Three Months Ended March 31,
|
|
|
|
2012
|
|
|
2011
|
|
(in thousands)
|
|
Cost
of Sales
|
|
|
% of Related
Revenue
|
|
|
Cost
of Sales
|
|
|
% of Related
Revenue
|
|
Hardware
|
|
$
|
40,187
|
|
|
|
63.7
|
%
|
|
$
|
31,827
|
|
|
|
63.8
|
%
|
Software
|
|
|
5,838
|
|
|
|
15.5
|
%
|
|
|
5,288
|
|
|
|
17.0
|
%
|
Service
|
|
|
79,484
|
|
|
|
44.8
|
%
|
|
|
74,700
|
|
|
|
43.4
|
%
|
Total Cost of Sales
|
|
$
|
125,509
|
|
|
|
45.1
|
%
|
|
$
|
111,815
|
|
|
|
44.2
|
%
|
For the three months ended March 31, 2012
and 2011, cost of sales as a percent of revenue was 45.1% and 44.2%, respectively. Foreign currency exchange rate fluctuations
decreased total cost of sales by approximately $1.5 million. Hardware cost of sales as a percent of related revenue for the three
months ended March 31, 2012 decreased 0.1% compared to the same period last year, primarily a result of lower inventory provisions
for the three months ended March 31, 2012 compared to the same period last year.
Software cost of sales as a percent of
related revenue for the three months ended March 31, 2012 decreased approximately 1.5% compared to the same period last year. This
decrease in software cost of sales was primarily the result of a lower capitalized software amortization expense as a percent of
total software revenue (included in software cost of sales) as compared to same period last year.
Service costs of sales as a percent of
related revenue for the three months ended March 31, 2012 increased approximately 1.4% as compared to the same period last year.
The increase was primarily due to increased labor costs.
Nine months Ended March 31, 2012:
The following table provides information
regarding our cost of sales:
|
|
Nine months Ended March 31,
|
|
|
|
2012
|
|
|
2011
|
|
(in thousands)
|
|
Cost
of Sales
|
|
|
% of Related
Revenue
|
|
|
Cost
of Sales
|
|
|
% of Related
Revenue
|
|
Hardware
|
|
$
|
106,988
|
|
|
|
63.4
|
%
|
|
$
|
93,135
|
|
|
|
65.6
|
%
|
Software
|
|
|
14,991
|
|
|
|
14.2
|
%
|
|
|
16,034
|
|
|
|
17.4
|
%
|
Service
|
|
|
233,754
|
|
|
|
44.0
|
%
|
|
|
219,386
|
|
|
|
43.9
|
%
|
Total Cost of Sales
|
|
$
|
355,733
|
|
|
|
44.2
|
%
|
|
$
|
328,555
|
|
|
|
44.8
|
%
|
For the nine months ended March 31, 2012
and 2011, cost of sales as a percent of revenue was 44.2% and 44.8%, respectively. Foreign currency exchange rate fluctuations
increased total cost of sales for the nine months ended March 31, 2012 by approximately $2.6 million as compared to the same period
last year. Hardware cost of sales as a percent of related revenue for the nine months ended March 31, 2012 decreased 2.2% compared
to the same period last year. This decrease was primarily a result of decreases in freight costs and lower inventory provision
and a favorable mix of hardware sales for the nine months ended March 31, 2012 compared to the same period last year. These favorable
changes were partially offset by lower margins on third party hardware sales during the nine months ended March 31, 2012 compared
to the same period last year.
Software cost of sales as a percent of
related revenue for the nine months ended March 31, 2012 decreased approximately 3.2% compared to the same period last year. This
decrease in software cost of sales was primarily the result of an increase in the sale our internally developed software products,
which generate higher margins, and a lower capitalized software amortization expense (included in software cost of sales) as compared
to same period last year.
Service costs of sales as a percent of
related revenue for the nine months ended March 31, 2012 increased approximately 0.1% compared to the same period last year.
Selling, General and Administrative (“SG&A”)
Expenses:
SG&A expenses, as a percentage of revenue,
for the three months ended March 31, 2012, were 28.6%, a decrease of 0.7% compared to the same period last year. This decrease
was primarily due to decreases in compensation related expenses, as a percent of revenue, during the three months ended March 31,
2012 as compared to the same period last year. Foreign currency exchange rate fluctuations also decreased total SG&A expenses
by approximately $1.2 million for the three months ended March 31, 2012.
SG&A expenses, as a percentage of revenue,
for the nine months ended March 31, 2012, were 29.4%, an increase of 0.2% compared to the same period last year. This increase
was primarily due to increases in compensation related expenses, as a percent of revenue, during the nine months ended March 31,
2012 as compared to the same period last year, partially offset by a $3.0 million litigation charge for the nine months ended March
31, 2011. Foreign currency exchange rate fluctuations also increased total SG&A expenses by approximately $1.2 million for
the nine months ended March 31, 2012.
Research and Development (“R&D”) Expenses:
R&D expenses consisted primarily of
labor costs less capitalized software development costs. The following table provides information regarding our R&D expenses:
|
|
Three Months Ended
March 31,
|
|
|
Nine months Ended
March 31,
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
R&D labor and other costs
|
|
$
|
15,602
|
|
|
$
|
13,176
|
|
|
$
|
43,364
|
|
|
$
|
37,651
|
|
Capitalized software development costs
|
|
|
(1,921
|
)
|
|
|
(1,410
|
)
|
|
|
(5,870
|
)
|
|
|
(4,167
|
)
|
Total R&D expenses
|
|
$
|
13,681
|
|
|
$
|
11,766
|
|
|
$
|
37,494
|
|
|
$
|
33,484
|
|
% of Revenue
|
|
|
4.9
|
%
|
|
|
4.6
|
%
|
|
|
4.7
|
%
|
|
|
4.6
|
%
|
The increases in capitalized software development
costs and total R&D expenses are primarily related to continued development of our next generation retail and property management
related software.
Depreciation and Amortization Expenses:
Depreciation and amortization expenses
for the three months ended March 31, 2012 and 2011 were both approximately $3.5 million. Depreciation and amortization expenses
for the nine months ended March 31, 2012 were approximately $11.4 million, an approximately $0.5 million decrease compared to the
same period last year. This decrease primarily reflects the discontinuation of depreciation expenses for those assets that became
fully depreciated during the nine months ended March 31, 2012.
Share-Based Compensation Expenses:
The following table provides information
regarding the allocation of non-cash share-based compensation expense across SG&A expenses, R&D expenses and cost of sales:
|
|
Three Months Ended
March 31,
|
|
|
Nine months Ended
March 31,
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Selling, general and administrative
|
|
$
|
3,446
|
|
|
$
|
2,419
|
|
|
$
|
11,528
|
|
|
$
|
9,066
|
|
Research and development
|
|
|
264
|
|
|
|
117
|
|
|
|
878
|
|
|
|
368
|
|
Cost of sales
|
|
|
58
|
|
|
|
25
|
|
|
|
143
|
|
|
|
87
|
|
Total non-cash share-based compensation expense
|
|
|
3,768
|
|
|
|
2,561
|
|
|
|
12,549
|
|
|
|
9,521
|
|
Income tax benefit
|
|
|
(1,441
|
)
|
|
|
(802
|
)
|
|
|
(4,344
|
)
|
|
|
(3,457
|
)
|
Total non-cash share-based compensation expense, net of tax benefit
|
|
$
|
2,327
|
|
|
$
|
1,759
|
|
|
$
|
8,205
|
|
|
$
|
6,064
|
|
Impact on diluted net income per share attributable to MICROS Systems, Inc. common shareholders
|
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
As of March 31, 2012, there was approximately
$27.4 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 2.0 years.
Non-operating Income:
Net non-operating income for the three
months ended March 31, 2012 was approximately $1.6 million compared to approximately $0.7 million for the same period last year.
The increase of approximately $0.9 million was primarily due to an increase in interest income of approximately $0.5 million as
compared to the same period last year.
Net non-operating income for the nine months
ended March 31, 2012 was approximately $5.4 million compared to approximately $2.4 million for the same period last year. The increase
of approximately $3.0 million was primarily due to an increase in interest income of approximately $1.7 million for the nine months
ended March 31, 2012 as compared to the same period last year.
Income Tax Provisions:
The effective tax rate for the three months
ended March 31, 2012 and 2011 was 24.5% and 26.1%, respectively. The effective tax rate for the nine months ended March 31, 2012
and 2011 was 29.6% and 30.3%, respectively. The decreases in tax rate for the three and nine months ended March 31, 2012 compared
to the same periods last year were primarily attributable to the changes in tax benefits realized upon the expiration of statutes
of limitation for uncertain tax positions and the reduction of valuation allowances.
Based on currently available information,
we estimate that the fiscal year 2012 effective tax rate will be approximately between 30% and 31%. We believe that due to
earnings fluctuations, changes in the mix of earnings among jurisdictions, 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
GUIDANCE
See Note
8 “Recent Accounting Guidance,” in the Notes to the Condensed Consolidated Financial Statements included in this report
for further information about recently adopted accounting guidance and recent accounting guidance not yet adopted.
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 are 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, 2011 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:
|
|
Nine months Ended
March 31,
|
|
(in thousands)
|
|
2012
|
|
|
2011
|
|
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
131,622
|
|
|
$
|
153,230
|
|
Investing activities
|
|
|
9,769
|
|
|
|
18,511
|
|
Financing activities
|
|
|
(40,977
|
)
|
|
|
15,226
|
|
Operating activities:
Net cash provided by operating activities
for the nine months ended March 31, 2012 decreased approximately $21.6 million compared to the nine months ended March 31, 2011.
This decrease was primarily due to certain unfavorable changes in working capital in comparison to the same period last year, including
a longer collection period for our receivables. These unfavorable changes were partially offset by an increase in net income of
approximately $16.2 million.
Investing activities:
Net cash provided by investing activities
for the nine months ended March 31, 2012 was approximately $9.8 million, reflecting approximately $29.7 million we received from
the sale of investments, net of cash used to purchase investments. We also used approximately $19.3 million to purchase property,
plant and equipment, and to develop software to be licensed to others.
Net cash provided by investing activities
for the nine months ended March 31, 2011 was approximately $18.5 million, reflecting approximately $43.2 million we received from
the sale of investments, net of cash used to purchase investments (including approximately $6.4 million received from the redemption
of auction rate securities.) We also used approximately $12.7 million for acquisitions and an additional $12.1 million to purchase
property, plant and equipment, and to develop software to be licensed to others.
Financing activities:
Net cash used in financing activities for
the nine months ended March 31, 2012 was approximately $41.0 million, reflecting approximately $53.7 million used to purchase our
stock under our stock repurchase program, and approximately $4.2 million used to acquire a non-controlling interest held by a third
party, thereby becoming the sole owner of the entity. These amounts were partially offset by proceeds from stock option exercises
of approximately $12.1 million and realized tax benefits from stock option exercises of approximately $4.9 million.
Net cash
provided by financing activities for the nine months ended March 31, 2011 was approximately $15.2 million, principally reflecting
proceeds from stock option exercises of approximately $23.8 million and realized tax benefits from stock option exercises of approximately
$6.5 million, partially offset by approximately $11.9 million used to purchase our stock
under
our stock repurchase program, debt repayment of approximately $2.7 million, and our purchase of stock of approximately $1.0 million
following exercise of a put option held by former owners of a business we acquired.
Capital Resources
Our cash and cash equivalents and short-term
investment balance of approximately $816.0 million at March 31, 2012 is an increase of approximately $35.8 million from the June
30, 2011 balance and an increase of approximately $66.8 million from the March 31, 2011 balance. At March 31, 2012, approximately
$497.5 million of our cash and cash equivalents and short-term investment balance is held internationally. We currently have no
plans to repatriate the cumulative unremitted foreign earnings
held internationally to the United States, and
we re-affirm our policy to permanently reinvest cumulative unremitted foreign earnings internationally. The amount of any taxes,
which could be significant, and the application of any tax credits, would be determined based on the income tax laws at the time
of such repatriation.
The favorable foreign exchange rate fluctuations,
substantially for the Euro against the U.S. dollar as compared to June 30, 2011 decreased our cash and cash equivalents’
balance at March 31, 2012 by approximately $27.0 million. All cash and cash equivalents and short-term investments are being retained
for the operation, expansion of the business, as well as for the repurchase of our common stock and future acquisitions.
We have two credit agreements (the “Credit
Agreements”) that, through July 31, 2013, provide an aggregate $50.0 million multi-currency committed line of credit. As
of March 31, 2012, we had no balance outstanding under the Credit Agreements and had applied approximately $0.5 million to guarantees.
We also have a credit relationship with a European bank in the amount of EUR 1.0 million (approximately
$1.3 million at the March 31, 2012 exchange rate). As of March 31, 2012, there were no balances outstanding on this credit facility,
but approximately EUR 0.6 million (approximately $0.8 million at the March 31, 2012 exchange rate) of the credit facility has been
used for guarantees. As of March 31, 2012, we had borrowing capacity of approximately $50.0 million under the credit facilities
described above.
See Note
5 “Credit Agreements,” 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.
As noted above,
we recently signed an agreement to acquire the outstanding stock of Torex Retail Holdings, Ltd. from its private equity owners.
The purchase price is approximately £114.5 million in cash and the assumption of debt valued at £48.0 million.
We intend to fund the transaction with our cash and cash equivalents held overseas. The transaction is expected to close
in
a timely fashion, subject to required government approvals.
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 and our expected acquisition of Torex Retail Holdings, Ltd. Based on our expected operating
cash flows and sources of cash, we do not believe that any further 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 2012 will be approximately $17 million.
The following table provides information
regarding certain financial indicators of our liquidity and capital resources:
(in thousands, except ratios)
|
|
March 31,
2012
|
|
|
June 30,
2011
|
|
Cash and cash equivalents and short-term investments
(1)
|
|
$
|
816,019
|
|
|
$
|
780,265
|
|
Available credit facilities
|
|
$
|
51,334
|
|
|
$
|
51,450
|
|
Outstanding credit facilities
|
|
|
0
|
|
|
|
0
|
|
Outstanding guarantees
|
|
|
(1,355
|
)
|
|
|
(1,410
|
)
|
Unused credit facilities
|
|
$
|
49,979
|
|
|
$
|
50,040
|
|
Working capital
(2)
|
|
$
|
745,122
|
|
|
$
|
697,012
|
|
MICROS Systems, Inc.’s shareholders’ equity
|
|
$
|
1,068,896
|
|
|
$
|
1,016,711
|
|
Current ratio
(3)
|
|
|
2.97
|
|
|
|
2.97
|
|
(1) Does not include approximately $40.5 million
and $41.3 million invested in auction rate securities, classified as long-term investments in our Condensed Consolidated Balance
Sheet as of March 31, 2012 and June 30, 2011, 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 $455.1 million and $383.3 million during the nine months ended March 31, 2012 and 2011,
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 42 currencies
in the nine months ended March 31, 2012 and 2011. The relative currency mix for the three and nine months ended March 31, 2012
and 2011 was as follows:
|
|
% of Reported Revenues
|
|
|
Exchange Rates to
|
|
|
|
Three Months Ended
|
|
|
Nine months Ended
|
|
|
U.S. Dollar as of
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
Revenues by currency (1)
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
United States Dollar
|
|
|
50
|
%
|
|
|
54
|
%
|
|
|
50
|
%
|
|
|
56
|
%
|
|
|
1.0000
|
|
|
|
1.0000
|
|
European Euro
|
|
|
22
|
%
|
|
|
21
|
%
|
|
|
22
|
%
|
|
|
20
|
%
|
|
|
1.3343
|
|
|
|
1.4174
|
|
British Pound Sterling
|
|
|
7
|
%
|
|
|
7
|
%
|
|
|
8
|
%
|
|
|
7
|
%
|
|
|
1.6012
|
|
|
|
1.6044
|
|
Australian Dollar
|
|
|
3
|
%
|
|
|
1
|
%
|
|
|
3
|
%
|
|
|
1
|
%
|
|
|
1.0353
|
|
|
|
1.0344
|
|
Swiss Franc
|
|
|
2
|
%
|
|
|
2
|
%
|
|
|
2
|
%
|
|
|
2
|
%
|
|
|
1.1078
|
|
|
|
1.0888
|
|
Canadian Dollar
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1.0023
|
|
|
|
1.0313
|
|
Mexican Peso
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
0.0781
|
|
|
|
0.0841
|
|
Singapore Dollar
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
0.7949
|
|
|
|
0.7933
|
|
Swedish Krona
|
|
|
1
|
%
|
|
|
2
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
0.1512
|
|
|
|
0.1584
|
|
All Other Currencies
(2)
|
|
|
12
|
%
|
|
|
11
|
%
|
|
|
11
|
%
|
|
|
11
|
%
|
|
|
0.2201
|
|
|
|
0.1604
|
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
1
(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 nine month exchange rates for all other currencies.
The “Exchange Rates to U.S. Dollar” for “All Other Currencies” represents the weighted average March 31,
2012 and 2011 exchange rates for the currencies. Weighting is based on the nine month fiscal period revenue for each country or
region whose currency is included in the “All Other Currencies” category. 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 nine months ended March 31, 2012 would have affected
our total revenues by approximately $24.2 million, or 3.0%. 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 attributable to MICROS Systems, Inc. common shareholders.
I
nterest 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 March
31, 2012, we had no borrowings and had not entered into any instruments to hedge the resulting exposure to interest-rate risk.
Our exposure to fluctuations in interest rates may change in the future with changes in the outstanding amount under the line of
credit. As we did not have any borrowings as of March 31, 2012, a 1% change in interest rate would have 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.
The market value of fixed interest rate securities may be adversely affected by 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 March 31, 2012, but the change in our interest income for the nine months
ended March 31, 2012 would be an increase or decrease (depending on the nature of the fluctuation) of approximately $6.1 million
based on the cash, cash equivalents and short term investment balances as of March 31, 2012.
To minimize our exposure to credit risk
associated with financial instruments, we place our temporary cash investments with high-credit-quality institutions, generally
with investment grade credit ratings. However, see Note 3 “Financial Instruments and Fair Value Measurements” in the
Notes to Condensed Consolidated Financial Statements included in this report 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,” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011 and in Part II, Item 1A “Risk Factors,”
in this report.
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 effective 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 11 to the condensed consolidated
financial statements included in this report for information regarding 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, 2011.
Economic conditions that are beyond our
control, including the recession in certain international jurisdictions and significant economic, fiscal, and political strains
affecting countries in the European Union, tightening of the credit markets, reductions in consumer spending, and fluctuations
in exchange rates, may result in reduced demand for our products and services.
In the event of global financial turmoil
affecting the banking and financial markets, there could be a new or incremental tightening in the credit markets and
low liquidity, which could result in insolvency or financial instability of our suppliers or their inability to obtain credit to
finance their operation, resulting in product delays, and inability of our customers to obtain credit to finance purchases
of our products.
Uncertainty about the sovereign debt issues
in many countries could result in significant instability in global banking system and significantly limit or delay our ability
to access and utilize our cash, cash equivalents and investments held in certain foreign countries or our ability to transfer funds
out of certain foreign countries. If the sovereign debt issues significantly worsen, the banking system in certain foreign
countries could fail, which would adversely impact our ability to fully recover all of our cash, cash equivalents and investments
held in those foreign countries.
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 outside of our and our customers’ control.
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 may have 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.
Our acquisitions could disrupt our ongoing
business and harm our results of operations. As part of our business strategy, we evaluate acquisition opportunities. From time
to time, we enter into agreements for possible acquisitions to expand our business. For example, on April 26, 2012, one of our
subsidiaries entered into a Stock Purchase Agreement to acquire all of the outstanding shares of capital stock of Torex Retail
Holdings Limited for a purchase price of approximately £114.5 million (approximately $185.9 million calculated at the exchange
rate published in the Wall Street Journal on April 30, 2012) in cash and the assumption of debt valued at £48.0 million (approximately
$77.9 million calculated at the same exchange rate). Closing of the transaction is subject to a number of conditions, including
regulatory approvals by the Bundeskartellamt (Federal Cartel Office) in Germany and the Konkurransetilsynet (Norwegian Competition
Authority) in Norway. Acquisitions involve large challenges and risks, including risks that:
|
·
|
we may be unable to identify opportunities on terms acceptable to us;
|
|
·
|
the transaction may not advance our business strategy;
|
|
·
|
we may be unable to retain key personnel;
|
|
·
|
we may experience difficulty in integrating new employees, business systems, and technology;
|
|
·
|
acquired businesses may not have adequate controls, processes and procedures to ensure compliance with laws and regulations,
and our due diligence process may not identify compliance issues or other liabilities, which could result in unanticipated liabilities;
|
|
·
|
we may have difficulty entering new market segments; or
|
|
·
|
we may be unable to retain the customers and partners of acquired businesses.
|
Moreover, after reaching an agreement with
a seller for the acquisition of a business, we are subject to satisfaction of pre-closing conditions as well as any required regulatory
and governmental approvals, which may prevent us from completing the transaction, or, in the case of government or regulatory approvals,
may require that we divest material portions of the acquired business at a loss.
ITEM 2.
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the period from fiscal year 2002
through fiscal year 2011, the Board of Directors on several occasions authorized Company purchases of its common stock. In the
aggregate, the Board has authorized the purchase of up to 16 million shares, to be purchased from time to time depending on market
conditions and other corporate considerations as determined by management. The Company has incurred an aggregate of approximately
$0.4 million in fees related to all stock purchases. During the third quarter of fiscal year 2012, our stock purchases were as
follows:
Issuer Purchases of Equity
Securities
|
|
Total Number
of Shares
Purchased(1)
|
|
|
Average
Price
Paid per
Share
|
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plan or
Program
|
|
|
Maximum Number
of Shares that May
Yet be Purchased
Under the Plan or
Program
|
01/01/12 – 01/31/12
|
|
|
25,000
|
|
|
$
|
49.46
|
|
|
|
25,000
|
|
|
1,827,170
|
02/01/12 – 02/29/12
|
|
|
1,900
|
|
|
$
|
52.09
|
|
|
|
1,900
|
|
|
1,825,270
|
03/01/12 – 03/31/12
|
|
|
75,000
|
|
|
$
|
51.57
|
|
|
|
75,000
|
|
|
1,750,270
|
|
|
|
101,900
|
|
|
|
|
|
|
|
101,900
|
|
(1) Purchases of Company securities described
in the table were made under the repurchase announced on August 24, 2010, authorizing the repurchase of an additional two million
shares. The repurchase authorization expires three years after the date it was announced.
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 Capital Advisors, LLC (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 (furnished 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 (furnished herewith)
|
|
101
|
The following materials from MICROS Systems Inc.’s quarterly report on Form 10-Q for the quarter ended March 31, 2012,
formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at March 31, 2012 and June
30, 2011, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2012 and 2011, (iii)
Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2012 and 2011, (iv) Condensed Consolidated
Statements of Shareholders’ Equity for the nine months ended March 31, 2012 and 2011, (v) Condensed Consolidated Statements
of Comprehensive Income for the nine months ended March 31, 2012 and 2011, (vi) Notes to Condensed Consolidated Financial Statements.
|
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.
|
MICROS SYSTEMS, INC.
|
|
|
(Registrant)
|
|
Date: May 7, 2012
|
/s/
|
Cynthia A. Russo
|
|
|
|
Cynthia A. Russo
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
Date: May 7, 2012
|
/s/
|
Michael P. Russo
|
|
|
|
Michael P. Russo
|
|
|
Vice President and Corporate Controller, and Principal Accounting Officer
|
(MM) (NASDAQ:MCRS)
Historical Stock Chart
From Jun 2024 to Jul 2024
(MM) (NASDAQ:MCRS)
Historical Stock Chart
From Jul 2023 to Jul 2024