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This Exhibit Index is on page 3
As filed with the Securities and Exchange
Commission on June 25, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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MICROS SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended DECEMBER 31, 2000.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 0-9993
MARYLAND 52-1101488
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7031 Columbia Gateway Drive
Columbia, Maryland 21046-2289
(Address of principal executive offices) (Zip Code)
MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN
-------------------------------------------
(Full title of plan)
(Name, address and telephone
number of agent for service)
A.L. GIANNOPOULOS
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MICROS SYSTEMS, INC.
7031 COLUMBIA GATEWAY DRIVE
COLUMBIA, MARYLAND 21046-2289
(443) 285-6000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
REQUIRED INFORMATION
(a) Financial Statements. Filed as part of this Report on Form 11-K are the
financial statements and the schedules thereto of the MICROS Systems, Inc.
401(k) Retirement Plan as required by Form 11-K together with the report thereon
of PricewaterhouseCoopers LLP, independent auditors, dated June 22, 2001.
(b) Exhibits: A consent of PricewaterhouseCoopers LLP is being filed as Exhibit
23 to this Report.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
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PAGE(s)
FINANCIAL STATEMENTS
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Report of Independent Accountants..................................................................... 1
Statements of Net Assets Available for Benefits....................................................... 2
Statements of Changes in Net Assets Available for Benefits............................................ 3
Notes to Financial Statements......................................................................... 4-8
ADDITIONAL INFORMATION*
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Schedule I - Schedule of Assets (Held at End of Year), December 31, 2000.............................. 9
Schedule II - Schedule of Nonexempt Transactions, for the year ended December 31, 2000................ 10
* Other schedules required by 29 CFR 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
MICROS Systems, Inc. 401(K) Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the MICROS Systems, Inc. 401(K) Retirement Plan (the "Plan") at December 31,
2000 and 1999, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year) and of nonexempt transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
June 22, 2001
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
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2000 1999
Uninvested cash $ 179,140 $ 120,440
Investments (see Note 3) 21,696,386 29,592,265
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Net assets available for benefits $ 21,875,526 $ 29,712,705
================ ================
The accompanying notes are an integral part of these financial statements.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
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2000 1999
Additions to (deductions from) net assets attributed to
Investment (loss) income
Net (depreciation) appreciation in fair value of investments
(see Note 3) $ (11,894,851) $ 9,573,439
Interest and dividends 2,119,608 1,476,275
------ ---------- ---------------
(9,775,243) 11,049,714
----------------- ----------------
Contributions
Employer's 919,134 689,678
Participants' 3,509,288 3,068,377
----------------- ---------------
4,428,422 3,758,055
----------------- ---------------
Benefits paid to participants 3,546,874 1,008,504
----------------- ---------------
Net (decrease) increase prior to transfer
from other plans (8,893,695) 13,799,265
Transfer in from other plans (see Note 1) 1,056,516 287,130
----------------- ---------------
Net (decrease) increase (7,837,179) 14,086,395
Net assets available for benefits
Beginning of year 29,712,705 15,626,310
----------------- ---------------
End of year $ 21,875,526 $ 29,712,705
================== =================
The accompanying notes are an integral part of these financial statements.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN
The following description of the MICROS Systems, Inc. 401(K) Retirement
Plan (the "Plan") provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
A. GENERAL
The Plan is a defined contribution plan, sponsored by MICROS Systems,
Inc. (the "Company"), covering all employees of the Company who have
completed three consecutive months of service and are age twenty-one or
older. Eligible employees may enroll in the Plan on the first day of the
plan year quarter coincident with or next following the date on which
eligibility criteria are met. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA). EMJAY
Corporation is the Plan's trustee, administrator and recordkeeper.
In October 2000, the plan assets of the OPUS 2 Revenue Technologies,
Inc. 401(k) Profit Sharing Plan and Micros of South Florida, Inc. 401(k)
Plan were merged with and into the MICROS Systems, Inc. 401(k)
Retirement Plan.
In April 1999, the plan assets of the Merchants Information Systems
401(k) Plan were merged with and into the MICROS Systems, Inc. 401(k)
Retirement Plan.
B. CONTRIBUTIONS
Participants may contribute 1% to 15% of their compensation to the Plan
on a pre-tax basis through salary deductions; however, annual
contributions may not exceed the maximum allowed under the Internal
Revenue Code in any calendar year ($10,500 per taxpayer for the 2000
calendar year and $10,000 for the 1999 calendar year). Participants may
also contribute amounts representing distributions from other qualified
defined benefit or contribution plans.
The Company contributes a guaranteed 50% of the first 5% of a
participant's contribution. Additionally, at the end of each plan year
the Plan provides for the availability of discretionary year-end profit
sharing contributions, depending upon profits and Board of Directors
approval. There were no such discretionary contributions granted during
2000 nor 1999.
Participants direct the investment of their contributions and Company
contributions into various investment options offered by the Plan. The
Plan currently offers eight mutual funds and MICROS Systems, Inc. common
stock as investment options for participants.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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C. VESTING
Participants are immediately vested in their voluntary contributions
plus actual earnings thereon. A participant's interest in the Company's
matching and discretionary contribution portion of their accounts plus
actual earnings thereon, becomes vested 20% after two years of service
and increases 20% each year thereafter until becoming fully vested after
six years. Participants immediately vest upon death or disability.
D. PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions and allocations of the Company's contributions and Plan
earnings. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
E. FORFEITED ACCOUNTS
In 2000 and 1999, employer contributions were reduced by $106,147 and
$90,386, respectively, from forfeited nonvested accounts. These amounts
were applied against employer contributions to the Putnam Money Market
Fund in each respective year.
F. PAYMENT OF BENEFITS
Each participant is entitled to the market value of their vested
benefits calculated as of the valuation date following retirement
(normal retirement age is 65), death, disability or termination of
employment. These benefits will be distributed in a single lump sum
payment or in installments to the participant or another qualified plan
as designated by the participant if the account balance exceeds $5,000.
For termination of service due to other reasons, a participant may
receive the value of the vested interest in his or her account as a lump
sum distribution.
G. PARTICIPANT NOTES
Upon approval by the Plan Trustee/Sponsors, participants may borrow from
their fund accounts a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50% of the vested portion of their total account
balance, including both employee and Company contributions. These
transactions are treated as transfers to (from) the investment option
from (to) the Participant Notes fund. Notes are secured by the balance
in the participant's account and bear interest at a rate commensurate
with local prevailing rates as determined by the Plan Trustee/Sponsors.
Interest rates on notes outstanding at December 31, 2000 ranged from
6.0% to 10.5%. Principal and interest are paid ratably through bi-weekly
payroll deductions over a period not extending beyond five years from
the date of the note. Loans may extend past five years if it is
determined at the time of the loan that the funds will be used to
acquire the principal residence of the participant.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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H. ADMINISTRATIVE EXPENSES
The Company pays Emjay Corporation directly for certain normal Plan
administrative expenses. Company personnel also perform various
administrative services for the Plan, including maintenance of
participant records on a noncompensatory basis.
2. SUMMARY OF ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
B. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ.
C. INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent
the net asset value of shares held by the Plan at year-end. The Company
stock is valued at its quoted market price. Participant notes receivable
are valued at cost plus accrued interest, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
D. CONTRIBUTIONS
Employee contributions are recorded in the period during which the
Company makes payroll deductions from the Plan participants' earnings.
Company contributions are recorded in the same period.
E. PAYMENT OF BENEFITS
Benefits are recorded when paid.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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3. INVESTMENTS
The following presents investments that represent five percent or more of
the Plan's net assets.
December 31,
2000 1999
---- ----
Putnam New Opportunities Fund,
54,848 and 45,689 shares, respectively $ 3,215,193 $ 4,155,841
Putnam OTC & Emerging Growth Fund,
224,147 and 167,986 shares, respectively 3,120,131 6,217,154
Putnam Voyager II Fund,
69,030 and 58,800 shares, respectively 1,709,185 2,260,867
AIM International Equity Fund,
137,419 and 120,063 shares, respectively 2,637,062 3,338,951
AIM Value Fund,
279,472 and 82,933 shares, respectively 3,496,197 4,049,595
AIM Charter Fund,
186,917 and 188,926 shares, respectively 2,785,070 3,491,355
MICROS Common Stock
108,228 and 46,203 shares, respectively 1,975,156 3,419,022
Putnam Money Market,
1,272,917 and 1,097,252 shares, respectively 1,272,917 1,097,252
During 2000 and 1999, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
(depreciated) appreciated in value by $(11,894,851) and $9,573,439,
respectively as follows:
2000 1999
---- ----
Mutual Funds $ (9,145,312) $ 7,564,498
Common Stock (2,749,539) 2,008,941
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$ (11,894,851) $ 9,573,439
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan, subject to the provisions of ERISA. In the event of the
Plan termination, participants will become immediately 100 percent vested
in their accounts.
5. TAX STATUS
The Plan, as amended effective January 29, 1997, is a non-standardized
prototype plan sponsored by Emjay Corporation who has represented that it
has received a favorable determination letter from the Internal Revenue
Service (IRS) dated March 12, 1993. The Plan itself has not applied for a
separate determination letter, however, management believes that the Plan
is designed and is currently being operated in compliance with all
applicable provisions of the Internal Revenue Code and ERISA. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
6. RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements at December 31, 2000 to the Form 5500:
Net assets available for benefits per the financial statements $ 21,875,526
Benefits approved but unpaid (18,905)
--------------
Net assets available for benefits per the Form 5500 $ 21,856,621
==============
The following is a reconciliation of benefits paid to participants per the
financial statements for the year ended December 31, 2000 to the Form 5500:
Benefits paid to participants per the financial statements $ 3,546,094
Add: Benefit amounts approved but unpaid at December 31, 2000 18,905
--------------
Benefits paid to participants per the Form 5500 $ 3,564,999
==============
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31, 2000, but not yet paid as of that date.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
ADDITIONAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2000
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SCHEDULE I
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR), DECEMBER 31,
2000
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE
Putnam Investments
New Opportunities Fund Registered Investment Company Mutual Fund, $58.62 per share $ 3,215,193
OTC & Emerging Growth Fund Registered Investment Company Mutual Fund, $13.92 per share 3,120,131
Voyager II Fund Registered Investment Company Mutual Fund, $24.76 per share 1,709,185
Income Fund Registered Investment Company Mutual Fund, $6.38 per share 855,175
Money Market Fund Registered Investment Company Mutual Fund, $1.00 per share 1,272,917
AIM Family of Funds
International Equity Fund Registered Investment Company Mutual Fund, $19.19 per share 2,637,062
Value Fund Registered Investment Company Mutual Fund, $12.51 per share 3,496,197
Charter Fund Registered Investment Company Mutual Fund, $14.90 per share 2,785,070
MICROS Common Stock* Common Stock, $18.25 per share 1,975,156
Participants Notes *(6.0%-10.5%) 630,300
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$ 21,696,386
================
* Denotes a party-in-interest.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
ADDITIONAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2000
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SCHEDULE II
SCHEDULE G, PART III - SCHEDULE OF NONEXEMPT TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 2000
Description of
transactions including
Relationship to plan, maturity date, rate of
Identity of employer, or other interest, collateral, Purchase Selling
party involved party-in-interest par or maturity value price price
-------------- ----------------- --------------------- ----- -----
MICROS Systems, Inc Plan sponsor Failure to remit $ 4,748
employee withholdings on
a timely basis -
10/13/2000
Failure to remit $ 6,150
employee withholdings on
a timely basis -
10/27/2000
Failure to remit $ 6,938
employee withholdings on
a timely basis -
11/24/2000
Expenses
incurred in Net gain
connection Current or (loss) on
Lease with Cost of value of each
rental transaction asset asset transaction
- ------ ----------- ----- ----- -----------
$ 4,748
$ 6,150
$ 6,938
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MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN
FORM 11-K
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustees have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN
Date: June 25, 2001 By: /s/ Gary C. Kaufman
------------------------
Gary C. Kaufman,
Plan Trustee
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