-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Poss1cV9Q9c6w8VKEojja2v0XNENR5cnSnQvrEOFo/tIiEFENIMMTPzqDU/YdKFM doWiS8zEFVQEbi+a2Eht8A== 0001157523-07-007358.txt : 20070726 0001157523-07-007358.hdr.sgml : 20070726 20070726172449 ACCESSION NUMBER: 0001157523-07-007358 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070726 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070726 DATE AS OF CHANGE: 20070726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIANT SYSTEMS INC CENTRAL INDEX KEY: 0000845818 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112749765 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22065 FILM NUMBER: 071004116 BUSINESS ADDRESS: STREET 1: 1000 ALDERMAN DR STREET 2: STE A CITY: ALPHARETTA STATE: GA ZIP: 30202 BUSINESS PHONE: 7707723000 MAIL ADDRESS: STREET 1: 1000 ALDERMAN DRIVE STREET 2: STE A CITY: ALPHARETTA STATE: GA ZIP: 30202 8-K 1 a5457279.txt RADIANT SYSTEMS, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 26, 2007 -------------------------------- RADIANT SYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 0-22065 11-2749765 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3925 Brookside Parkway, Alpharetta, Georgia 30022 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (770) 576-6000 ------------------------------ N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On July 26, 2007, Radiant Systems, Inc. announced its results of operations for the quarter and six months ended June 30, 2007. A copy of the related press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934 and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release, dated July 26, 2007, issued by Radiant Systems, Inc. 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 hereunto duly authorized. RADIANT SYSTEMS, INC. By: /s/Mark E. Haidet ------------------------------------------ Mark E. Haidet Chief Financial Officer Dated: July 26, 2007 EX-99.1 2 a5457279ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Radiant Systems, Inc. Reports Second Quarter Results Continued Growth Leads to Record Second Quarter Revenue and Adjusted Earnings of $0.18 Per Diluted Share ATLANTA--(BUSINESS WIRE)--July 26, 2007--Radiant Systems, Inc. (NASDAQ:RADS), a leading provider of innovative technology for the hospitality and retail industries, today announced financial results for the second quarter and six months ended June 30, 2007. Summary financial results for the second quarter of 2007 are as follows: -- Total revenues for the period were $62.9 million, an increase of 15 percent over revenues of $54.9 million for the same period in 2006. -- Net income for the period, which includes $1.2 million of non-recurring charges, was $2.3 million or $0.07 per diluted share, a decrease of $9.4 million, or $0.28 per diluted share, compared to the same period in 2006 which includes $9.6 million of non-recurring net gains. -- Adjusted net income (non-GAAP) for the period, which excludes amortization of acquisition-related intangible assets, non-recurring items, the impact of changes in the valuation allowance against deferred tax assets and compensation expense related to the issuance of employee stock options, was $6.1 million, or $0.18 per diluted share, an increase of $1.8 million, or $0.05 per diluted share, compared to the same period in 2006. -- During the period, the Company recorded a one time charge of $1.2 million to write off accumulated transaction costs for multiple corporate development activities that the company elected not to pursue. These charges have been excluded from adjusted net income (non-GAAP) for the period. Summary year to date financial results for the six month period ended June 30, 2007 are as follows: -- Total revenues for the period were $120.4 million, an increase of 16 percent over revenues of $103.9 million for the same period in 2006. -- Net income for the period was $4.3 million, or approximately $0.13 per diluted share, a decrease of $8.0 million, or $0.24 per diluted share, compared to the same period in 2006. -- Adjusted net income (non-GAAP) for the period, which excludes amortization of acquisition-related intangible assets, non-recurring items, the impact of changes in the valuation allowance against deferred tax assets and compensation expense related to the issuance of employee stock options, was $10.4 million, or $0.32 per diluted share, an increase of $2.8 million, or $0.09 per diluted share, compared to the same period in 2006. John Heyman, the Company's chief executive officer said, "We are very pleased with our strong quarterly financial results showing improved earnings and cash flow from operations. Our markets remain strong while our people, products and attention to customer satisfaction are proving to be strong differentiators for our company. Thus, we are confident in our growth throughout the remainder of the year and into 2008." "We are very pleased with the progression of our overall financial model," said Mark Haidet, the Company's chief financial officer. "We continue to have good visibility into our revenue opportunities and see leverage in our operating model. Our cash from operations for the quarter exceeded $10 million with ongoing improvements in our working capital management." Haidet continued, "We are increasing our annual guidance based on the strong results in the first half of the year and increased visibility of our second half opportunities." The Company's updated guidance is as follows: Revenue Adjusted Earnings Range (non-GAAP) / Share (millions) Range - ---------------------------------------------------------------------- Quarter ending September 30, 2007 $63-$65 $.18 - $.19 - ---------------------------------------------------------------------- Year ending Dec. 31, 2007 - previous $245 -$260 $.67 - $.70 - ---------------------------------------------------------------------- Year ending Dec. 31, 2007 - updated $248 -$260 $.70 - $.73 - ---------------------------------------------------------------------- Commencing in the first quarter of 2006, the Company implemented the Statement of Financial Accounting Standards No. 123R ("FAS 123R"). FAS 123R requires companies to expense the fair value of grants made under stock option programs over the vesting period of the options. This share-based compensation expense is a non-cash expense. The Company utilized the "Modified Prospective Application" transition method to adopt FAS 123R. In its press releases, the Company reports its net income and earnings per share on both Generally Accepted Accounting Principles ("GAAP") (which includes the non-cash share-based compensation charge) and non-GAAP (which excludes the non-cash share-based compensation charge) bases in order to facilitate analysis of the business and meaningful period-to-period comparison. On January 3, 2006, the Company completed the acquisition of substantially all of the assets of Synchronics, Inc. ("Synchronics"). All Synchronics operations are included in the Company's 2006 financial statements as of the date of the acquisition. The Company provides adjusted operating margin, adjusted net income and adjusted net income per share in this press release as additional information relating to the Company's operating results. The measures are not in accordance with, or an alternative for GAAP and may be different from adjusted net income and adjusted net income per share measures used by other companies. Adjusted net income and adjusted operating margin has been adjusted to exclude amortization of acquisition-related intangible assets, non-recurring items and compensation expense related to the issuance of employee stock options. The income tax provision is calculated on the Company's cash tax rate for the year (based off of actual cash expected to be paid to domestic and foreign governments). The Company believes that this non-GAAP presentation provides useful information to investors regarding certain additional financial and business trends relating to the Company's financial condition and results of operations, and valuable insight into the Company's ongoing operations and earnings power. Radiant will hold its second quarter 2007 conference call today at approximately 4:30 p.m. Eastern Time. This call is being webcast by CCBN and can be accessed at Radiant's web site at http://phx.corporate-ir.net/phoenix.zhtml?c=115271&p=irol-irhome. The call will also be available via telephone at 1-888-791-1856 - reference ID# 5766832. Radiant Systems, Inc. (www.radiantsystems.com) is a global leader in providing innovative technology to the hospitality and retail industries. Offering unmatched reliability and ease of use, Radiant's hardware and software solutions are deployed in more than 85,000 restaurants, retail stores, cinemas, convenience stores, fuel centers, and other customer-service venues across more than 100 countries. Radiant serves the needs of its customers through the dedication of more than 1,100 employees, 325 certified sales and service partners, and 1,800 field service representatives around the world. Founded in 1985, the company is headquartered in Atlanta with regional offices throughout the United States as well as in Europe, Asia and Australia. This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. Forward-looking statements include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, its directors or its officers. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control. Actual results may differ materially from those projected in the forward-looking statements. Among the key risks, assumptions and factors that may affect operating results, performance and financial condition are the Company's reliance on a small number of clients for a large portion of its revenues, fluctuations in its quarterly results, its ability to continue and manage its growth, liquidity and other capital resources issues, competition and the other factors discussed in detail in the Company's periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements. RADIANT SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) ASSETS June 30, December 31, 2007 2006 --------- ------------- Current assets Cash and cash equivalents $ 16,183 $ 15,720 Accounts receivable, net 39,103 35,203 Inventories, net 25,937 26,484 Deferred tax assets 7,602 9,327 Other current assets 2,244 1,310 --------- ------------- Total current assets 91,069 88,044 Property and equipment, net 14,761 14,726 Software development costs, net 6,375 5,019 Deferred tax assets, non-current 5,598 5,252 Goodwill 62,250 61,948 Intangibles, net 21,205 23,447 Other long-term assets 322 219 --------- ------------- $ 201,580 $ 198,655 ========= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Short-term debt facility $ 500 $ 6,489 Current portion of long-term debt 7,651 7,439 Accounts payable and accrued liabilities 30,456 30,430 Accrued contractual obligations and payables due to Related Party - 3,665 Client deposits and unearned revenue 15,408 10,365 --------- ------------- Total current liabilities 54,015 58,388 Client deposits and deferred revenues, net of current portion 94 188 Long-term debt, net of current portion 17,751 20,895 Other long-term liabilities 4,698 3,213 --------- ------------- Total liabilities 76,558 82,684 --------- ------------- Shareholders' equity Common stock, no par value; 100,000,000 shares authorized; 31,252,932 and 30,923,800 shares issued and outstanding, respectively - - Additional paid-in capital 142,164 137,151 Accumulated other comprehensive income 1,091 487 Accumulated deficit (18,233) (21,667) --------- ------------- Total shareholders' equity 125,022 115,971 --------- ------------- $ 201,580 $ 198,655 ========= ============= RADIANT SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) ----------------------------------- For the three months ended June 30, 2007 2007 GAAP Adjustments Non-GAAP --------- ----------- --------- Revenues: System sales $ 36,678 $ 36,678 Client support, maintenance and other services 26,234 26,234 --------- --------- Total revenues 62,912 62,912 Cost of revenues: System sales 18,594 (39)(a) 18,555 Client support, maintenance and other services 15,795 (68)(a) 15,727 --------- ----------- --------- Total cost of revenues 34,389 (107)(e) 34,282 --------- ----------- --------- Gross profit 28,523 107 (e) 28,630 Operating Expenses: Product development 5,899 (136)(a) 5,763 Sales and marketing 7,434 (249)(a) 7,185 Depreciation of fixed assets 1,012 1,012 Amortization of intangible assets 1,032 (1,032)(b) - Other non-recurring operating expenses 1,207 (1,207)(c) - General and administrative 7,319 (464)(a) 6,855 --------- ----------- --------- Total operating expenses 23,903 (3,088)(e) 20,815 Income from operations 4,620 3,195 (e) 7,815 Interest and other expense, net 671 671 --------- ----------- --------- Income from operations before income taxes 3,949 3,195 (e) 7,144 Income tax provision (1,665) 593 (d) (1,072) --------- ----------- --------- Net income 2,284 3,788 (e) 6,072 Net income per share Basic $ 0.07 $ 0.20 ========= ========= Diluted $ 0.07 $ 0.18 ========= ========= Weighted average shares outstanding: Basic 31,136 31,136 ========= ========= Diluted 32,930 32,930 ========= ========= ----------------------------------- ----------------------------------- For the three months ended June 30, 2006 2006 GAAP Adjustments Non-GAAP --------- ----------- --------- Revenues: System sales $ 32,088 $ 32,088 Client support, maintenance and other services 22,789 22,789 --------- --------- Total revenues 54,877 54,877 Cost of revenues: System sales 16,570 (134)(a) 16,436 Client support, maintenance and other services 14,065 (50)(a) 14,015 --------- ----------- --------- Total cost of revenues 30,635 (184)(e) 30,451 --------- ----------- --------- Gross profit 24,242 184 (e) 24,426 Operating Expenses: Product development 5,377 (152)(a) 5,225 Sales and marketing 6,601 (196)(a) 6,405 Depreciation of fixed assets 801 801 Amortization of intangible assets 2,047 (2,047)(b) - Other non-recurring operating expenses 1,663 (1,663)(c) - General and administrative 6,620 (327)(a) 6,293 --------- ----------- --------- Total operating expenses 23,109 (4,385)(e) 18,724 Income from operations 1,133 4,569 (e) 5,702 Interest and other expense, net 625 625 --------- ----------- --------- Income from operations before income taxes 508 4,569 (e) 5,077 Income tax benefit (provision) 11,139 (11,906)(d) (767) --------- ----------- --------- Net income 11,647 (7,337)(e) 4,310 Net income per share Basic $ 0.38 $ 0.14 ========= ========= Diluted $ 0.35 $ 0.13 ========= ========= Weighted average shares outstanding: Basic 30,994 30,994 ========= ========= Diluted 32,893 32,893 ========= ========= ----------------------------------- ----------------------------------- For the six months ended June 30, 2007 2007 GAAP Adjustments Non-GAAP --------- ----------- --------- Revenues: System sales $ 68,693 $ 68,693 Client support, maintenance and other services 51,658 51,658 --------- --------- Total revenues 120,351 120,351 Cost of revenues: System sales 35,475 (81)(a) 35,394 Client support, maintenance and other services 31,400 (140)(a) 31,260 --------- ----------- --------- Total cost of revenues 66,875 (221)(e) 66,654 --------- ----------- --------- Gross profit 53,476 221 (e) 53,697 Operating Expenses: Product development 11,477 (259)(a) 11,218 Sales and marketing 14,230 (469)(a) 13,761 Depreciation of fixed assets 2,033 - 2,033 Amortization of intangible assets 2,242 (2,242)(b) - Other non-recurring operating expenses 907 (907)(c) - General and administrative 13,784 (837)(a) 12,947 --------- ----------- --------- Total operating expenses 44,673 (4,714)(e) 39,959 Income from operations 8,803 4,935 (e) 13,738 Interest and other expense, net 1,446 1,446 --------- ----------- --------- Income from operations before income taxes 7,357 4,935 (e) 12,292 Income tax provision (3,036) 1,192 (d) (1,844) --------- ----------- --------- Net income 4,321 6,127 (e) 10,448 Net income per share Basic $ 0.14 $ 0.34 ========= ========= Diluted $ 0.13 $ 0.32 ========= ========= Weighted average shares outstanding: Basic 31,058 31,058 ========= ========= Diluted 32,774 32,774 ========= ========= ----------------------------------- ----------------------------------- For the six months ended June 30, 2006 2006 GAAP Adjustments Non-GAAP --------- ----------- --------- Revenues: System sales $ 58,527 $ 58,527 Client support, maintenance and other services 45,387 45,387 --------- --------- Total revenues 103,914 103,914 Cost of revenues: System sales 30,622 (227)(a) 30,395 Client support, maintenance and other services 26,831 (103)(a) 26,728 --------- ----------- --------- Total cost of revenues 57,453 (330)(e) 57,123 --------- ----------- --------- Gross profit 46,461 330 (e) 46,791 Operating Expenses: Product development 11,004 (318)(a) 10,686 Sales and marketing 12,831 (352)(a) 12,479 Depreciation of fixed assets 1,542 1,542 Amortization of intangible assets 4,094 (4,094)(b) - Other non-recurring operating expenses 1,663 (1,663)(c) - General and administrative 12,615 (634)(a) 11,981 --------- ----------- --------- Total operating expenses 43,749 (7,061)(e) 36,688 Income from operations 2,712 7,391 (e) 10,103 Interest and other expense, net 1,242 1,242 --------- ----------- --------- Income from operations before income taxes 1,470 7,391 (e) 8,861 Income tax benefit (provision) 10,860 (12,050)(d) (1,190) --------- ----------- --------- Net income 12,330 (4,659)(e) 7,671 Net income per share Basic $ 0.40 $ 0.25 ========= ========= Diluted $ 0.37 $ 0.23 ========= ========= Weighted average shares outstanding: Basic 30,916 30,916 ========= ========= Diluted 33,060 33,060 ========= ========= ----------------------------------- (a) The Company adopted SFAS 123R on January 1, 2006 using the Modified Prospective Method, which requires us to expense the fair value of grants made under stock option programs over the vesting period of the options. The 2007 and 2006 adjustments to costs of sales and operating expenses represent stock-based compensation expense recorded during the period. Total stock-based compensation expense for the three months ended June 30, 2007 and 2006 was $1.0 million and $0.9 million, respectively, on a pre-tax basis. Total stock-based compensation expense for the six months ended June 30, 2007 and 2006 was $1.8 million and $1.6 million, respectively, on a pre-tax basis. (b) Adjustments represent purchase amortization from prior acquisitions. Such amortization is commonly excluded from non-GAAP net income by software companies and we therefore exclude these amortization costs to provide more relevant and meaningful comparisons of our operating results to that of our competitors. (c) Adjustment represents the elimination of non-recurring charges that are commonly excluded from non-GAAP net income. We have eliminated these charges to provide a more relevant and meaningful comparisons of our operating results to that of our competitors. For 2006, these charges consisted of lease write-offs related to the restructuring of Company leases. For 2007, these charges consisted of pre-acquisition costs from potential transactions that will not take place ($1.2 million) and a lease restructuring credit of $0.3 million as a result of adjusting our estimate related to the lease restructuring charge that was taken during 2006. (d) The Company reports its non-GAAP income tax provision on a cash tax rate basis which is estimated to be 15% for 2007 and 13% for 2006. Note that the actual cash tax rate for 2006 was approximately 10% and therefore an adjustment was made during the fourth quarter of 2006 which resulted in a decrease in the tax expense recognized in the three and six months ended June 30, 2006. (e) The Company provides adjusted financial information as additional information relating to the Company's operations. The measures are not in accordance with, or an alternative for GAAP and may be different from other adjusted financial statements of other companies. The adjusted financial information excludes such items as amortization of acquisition-related intangible assets, items that are not considered part of our normal operations and compensation expense related to the issuance of employee stock options. The income tax provision is calculated based on the Company's cash tax rate for the year and excludes the impact of changes in the valuation allowance against deferred tax assets. CONTACT: Radiant Systems, Inc. Sara Ford, 770-576-6832 -----END PRIVACY-ENHANCED MESSAGE-----