Micros Systems (MCRS) 8-K/A Acquisition or disposition of assets

Exhibit 99.2 — UNAUDITED PRO FORMA FINANCIAL INFORMATION

On May 1, 2003, MICROS Systems, Inc. acquired Datavantage Corporation, a privately held software application developer and system integrator specializing in the specialty and apparel retail market, for total purchase price of approximately $52,300,000. The consideration consisted of $33,800,000 in cash ($28,600,000 paid at closing and $5,200,000 to be paid 18 months after closing subject to certain holdback rights), approximately $300,000 in estimated transaction costs and 719,360 shares of MICROS common stock, valued at $18,200,000.

The total purchase price will be allocated as follows (in thousands). This allocation is subject to change pending the completion of the final allocation of the fair value of the assets acquired and liabilities assumed. The impact of these changes could be material.

Current assets	$	10,592
Fixed assets		1,558
Deferred income taxes		3,495
Goodwill and intangible assets		45,093
Purchased and internally developed software costs		6,140
Other assets		122
Liabilities assumed		(14,700	)
	$	52,300

The following unaudited pro forma financial information gives effect to MICROS Systems, Inc.’s (“MICROS”) acquisition of Datavantage Corporation and DV Technology Holdings Corporation (collectively, “Datavantage”) as if the transaction had occurred on March 31, 2003 for purposes of the unaudited pro forma balance sheet, and as of July 1, 2001 and July 1, 2002 for purposes of the unaudited pro forma statements of income. The following unaudited pro forma statements are based on the historical statements of MICROS and Datavantage during the periods presented, adjusted to give effect to the acquisition.

The accompanying unaudited pro forma financial information should be read in conjunction with the historical financial statements of MICROS (included in the Company’s Form 10-K) and Datavantage (included herein) and the related notes thereto. The unaudited pro forma financial information is not necessarily indicative of the operating results or financial position that would have occurred if the transaction had been consummated at the times indicated, nor is it necessarily indicative of the future financial position and the results of operations of MICROS.

The pro forma adjustments are described in the accompanying notes and are based upon available information and various assumptions that management believes are reasonable. These adjustments give effect to events directly attributable to the transaction and do not reflect any integration costs or other synergies that management expects to realize as a result of the transaction.

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MICROS SYSTEMS, INC.
PROFORMA CONDENSED COMBINED BALANCE SHEET – MARCH 31, 2003
(UNAUDITED – IN THOUSANDS)

			HISTORICAL			HISTORICAL			PROFORMA					PROFORMA
			MICROS SYSTEMS			DATAVANTAGE			ADJUSTMENTS					COMBINED
ASSETS
Current assets:
	Cash and cash equivalents		$	56,531		$	627		$	(16,600	)	(a	)	$	40,558
	Accounts receivable, net			91,439			8,624			—					100,063
	Inventories, net			33,832			220			—					34,052
	Deferred income taxes			7,103			778								7,881
	Prepaid expenses and other current assets			15,403			343			—					15,746
		Total current assets		204,308			10,592			(16,600	)				198,300
Property, plant & equipment, net				19,562			1,558			—					21,120
Deferred income taxes, non-current				20,307			6,724			(3,229	)	(b	)		23,802
Goodwill and intangible assets, net				30,237			—			45,093		(b	)		75,330
Purchased and internally developed software costs, net				32,092			4,466			1,674		(b	)		38,232
Other assets				3,207			122			—					3,329
	TOTAL ASSETS		$	309,713		$	23,462		$	26,938				$	360,113
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Bank lines of credit		$	4,131		$	1,200		$	12,000		(a	)	$	17,331
	Current portion of capital lease obligations			131			—			—					131
	Accounts payable			20,338			563			300		(a	)		21,201
	Accrued expenses and other liabilities			37,685			1,648			—					39,333
	Deferred service revenue			41,935			4,789			—					46,724
		Total current liabilities		104,220			8,200			12,300					124,720
Capital lease obligations, net of current portion				284			—			—					284
Deferred income taxes, non-current				9,716			—								9,716
Note payable, non-current				—			6,500			—					6,500
Other noncurrent liabilities				1,441			—			5,200		(a	)		6,641
Minority interest				2,326			—			—					2,326
Shareholders’ equity:
	Common stock			433			11			7		(a	),(c)		451
	Treasury stock			—			(12,025	)		12,025		(c	)		—
	Capital in excess of par			52,140			10,181			8,001		(a	),(c)		70,322
	Retained earnings			143,594			10,595			(10,595	)	(c	)		143,594
	Accumulated other comprehensive loss			(4,441	)		—			—					(4,441	)
		Total stockholders’ equity		191,726			8,762			9,438					209,926
	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	309,713		$	23,462		$	26,938				$	360,113

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MICROS SYSTEMS, INC.
BALANCE SHEET – PROFORMA ADJUSTMENT NOTES

The total estimated purchase consideration of the Datavantage acquisition has been allocated on a preliminary basis to assets and liabilities based on management’s estimate of their fair values. The excess of the purchase cost over the fair value of the tangible and identifiable intangible assets acquired less liabilities assumed has been allocated to goodwill. This allocation is subject to change pending the completion of the final allocation of the fair value of the assets acquired and liabilities assumed. The impact of these changes could be material.

The adjustments to the unaudited pro forma condensed combined balance sheet as of March 31, 2003 have been calculated as if the acquisition occurred on March 31, 2003 and are as follows:

(a) To reflect the acquisition of Datavantage for a total estimated purchase price of approximately $52,300,000. The purchase consideration consists of the following:

- Payment of cash in the amount of $28,600,000, which included available cash of $16,600,000 and proceeds obtained from two loans from MICROS’ line of credit. The loans were $7,000,000 and $5,000,000 with variable interest rates of 3.0175% and 3.05625%, respectively, at May 1, 2003.

- Issuance of 719,360 shares of MICROS unregistered common stock, with an estimated fair value of $18,200,000. The fair value per share of MICROS’ common stock is based on the formula used to derive the number of shares specified in the acquisition agreement, which complies with the provisions of EITF Issue No. 99-12,Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a Purchase Business Combination.

- $5,200,000 of consideration that is to be paid 18 months after the closing date of the acquisition, subject to certain holdback rights.

- $300,000 of estimated acquisition related expenses.

(b) Recognition of the excess purchase cost of $52,300,000 over the fair value of the net assets acquired, have been recorded as goodwill as follows (in thousands):

Book value of net assets		$	8,762
Fair value changes:
	Intangibles		8,074
	Deferred income taxes		(3,229	)
Adjusted net assets			13,607
Purchase price			(52,300	)
Goodwill		$	38,693

(c) To reflect the elimination of the historical shareholders’ equity accounts of Datavantage.

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MICROS SYSTEMS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 2002
(UNAUDITED – IN THOUSANDS, EXCEPT PER SHARE DATA)

		HISTORICAL			HISTORICAL (*)			PROFORMA					PROFORMA
		MICROS SYSTEMS			DATAVANTAGE			ADJUSTMENTS					COMBINED
Revenue		$	367,163		$	43,842		$	—				$	411,005
Cost of sales			190,026			18,377			—					208,403
Gross margin			177,137			25,465			—					202,602
Selling, general and administrative expenses			123,011			13,680			—					136,691
Research and development expenses			19,320			3,220			—					22,540
Depreciation and amortization			16,042			690			974		(A	)		17,706
Income from operations			18,764			7,875			(974	)				25,665
Non-operating income (expense)			581			(735	)		(475	)	(B	),(C)		(629	)
Income (loss) before taxes, minority interests and equity in net earnings of affiliates			19,345			7,140			(1,449	)				25,036
Income tax expense (benefit)			6,577			2,711			(580	)	(D	)		8,708
Income before minority interests and equity in net earnings of affiliates			12,768			4,429			(869	)				16,328
Minority interests and equity in net earnings of affiliates			(529	)		—			—					(529	)
Net income		$	12,239		$	4,429		$	(869	)			$	15,799
Net income per common share
	Basic	$	0.70										$	0.87
	Diluted	$	0.69										$	0.85
Weighted-average number of shares outstanding
	Basic		17,510											18,229		(E	)
	Diluted		17,850											18,569		(E	)

* Had the acquisition occurred on July 1, 2001, approximately $945 of advisory and financing fees would not have been incurred and the pro forma combined net income would have been $16,365.

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MICROS SYSTEMS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 2003
(UNAUDITED – IN THOUSANDS, EXCEPT PER SHARE DATA)

		HISTORICAL			HISTORICAL (*)			PROFORMA					PROFORMA
		MICROS SYSTEMS			DATAVANTAGE			ADJUSTMENTS					COMBINED
Revenue		$	279,649		$	38,100		$	—				$	317,749
Cost of sales			143,283			16,182			—					159,465
Gross margin			136,366			21,918			—					158,284
Selling, general and administrative expenses			93,752			13,715			—					107,467
Research and development expenses			13,380			3,361			—					16,741
Depreciation and amortization			6,170			748			731		(A	)		7,647
Income (loss) from operations			23,064			4,094			(731	)				26,427
Non-operating (expense)			(873	)		(792	)		(360	)	(B	),(C)		(2,025	)
Income (loss) before taxes, minority interests and equity in net earnings of affiliates			22,191			3,302			(1,091	)				24,402
Income tax expense (benefit)			8,877			1,354			(436	)	(D	)		9,795
Income (loss) before equity in net earnings of affiliates			13,314			1,948			(655	)				14,607
Minority interests and equity in net earnings of affiliates			(319	)		—			—					(319	)
Net income (loss)		$	12,995		$	1,948		$	(655	)			$	14,288
Net income per common share
	Basic	$	0.75										$	0.79
	Diluted	$	0.74										$	0.78
Weighted-average number of shares outstanding
	Basic		17,408											18,127		(E	)
	Diluted		17,663											18,382		(E	)

* Had the acquisition occurred on July 1, 2002, approximately $971 of advisory and financing fees would not have been incurred and the pro forma combined net income would have been $14,871.

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MICROS SYSTEMS, INC.
STATEMENT OF OPERATIONS – PRO FORMA ADJUSTMENT NOTES

The adjustments to the unaudited pro forma condensed combined consolidated statements of operations for the year ended June 30, 2002 and the nine months ended March 31, 2003 have been calculated assuming that the acquisition occurred as of July 1, 2001 and July 1, 2002, respectively, and are as follows:

(A) To reflect the amortization of intangible assets resulting in the acquisition of Datavantage. The intangible assets will be amortized ratably over an estimated useful life by type as follows:

License agreements	5 to 9 years
Customer lists	10 years

	The provisions of SFAS 142,Goodwill and Other Intangible Assets, eliminates the amortization of goodwill for all acquisitions consummated on or after July 1, 2001. As such, goodwill that resulted as if the acquisition occurred on July 1, 2001 and July 1, 2002 would not require amortization under SFAS 142.
(B)	To reflect interest expense that would result from the issuance of $12 million from the line of credit. MICROS intends to repay $5 million of these borrowings within two months of the acquisition date. Interest expense is estimated by assuming that the $7 million line of credit remained unpaid for the entire pro forma periods and the $5 million line of credit was repaid 2 months after closing. The assumed interest rates were those prevailing at the time the acquisition was closed.
(C)	Adjustment to record a decrease in interest income to reflect cash used for the acquisition of Datavantage and the repayment of the line of credit of $5 million that occurred two months subsequent to the acquisition. The reduction in interest income is recorded assuming a rate of 1.15% per annum, which is based upon an estimate of the prevailing interest rates at the closing date of the acquisition.
(D)	To reflect the tax effect of pro forma adjustments for interest expense, interest income, and amortization of intangibles, based upon an assumed tax rate of 40%.
(E)	Basic and diluted net income per share reflects the issuance of 719,360 shares of MICROS common stock, as if the shares had been outstanding for the entire period.

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