8-K

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): August 5, 2003

RADIANT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Georgia	0-22065	11-2749765
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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

(Former name or former address, if changed since last report.)

Item 7. Financial Statements and Exhibits.

(a) Financial Statements: None

(b) Pro Forma Financial Statements: None

(c) Exhibits. The following exhibits are filed with this Report:

99.1—Press Release of the Registrant (August 5, 2003)

Item 9. Regulation FD Disclosure

The information included in this section is being forwarded pursuant to Item 12. “Results of Operations and Financial Condition” and is included under this Item 9 in accordance with SEC Release No. 33-8216.

On August 5, 2003, the Company issued a press release announcing its financial results for the quarter ended June 30, 2003. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. The press release includes a “non-GAAP financial measure,” as such term is defined in Regulation G under the Securities Act of 1933, as amended, with respect to the inclusion of “adjusted net (loss)/income” and “adjusted net (loss)/income per share.”

The Company provides adjusted net (loss)/income and adjusted net (loss)/income per share as additional information relating to the Company’s operating results. The measures are not in accordance with, or an alternative for, generally accepted accounting practices (“GAAP”) and may be different from net income and net income per share measures used by other companies. Net (loss)/income and net (loss)/income per share have been adjusted to exclude the effects of the impairment of certain intangible assets and certain charges related to severance and lease termination costs. The Company believes that this presentation of adjusted net (loss)/income and adjusted net (loss)/income per share provides useful information to investors regarding certain additional financial and business trends relating to the Company’s financial condition and results of operations. The press release includes a reconciliation of these non-GAAP financial measures to net (loss)/income and net (loss)/income per share as determined in accordance with GAAP.

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/ John H. Heyman
	John H. Heyman     Co-Chief Executive Officer

Dated: August 5, 2003

EXHIBIT INDEX

Exhibit Number	Exhibit Name
99.1	Press Release dated August 5, 2003

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For More Information,

Please Contact

John Heyman—Co-Chief Executive Officer (770) 576-6705

Mark Haidet—Chief Financial Officer (770)-576-6404

Melissa Coley—Investor Relations (770) 576-6577

Radiant Systems, Inc. Reports Results for the Second Quarter of 2003

Company Writes off $32.5 Million in Intangible Assets Associated with Strategy to Refocus the Business

ATLANTA—(BUSINESS WIRE)—August 5, 2003—Radiant Systems, Inc. (NASDAQ: RADS—News), a leading provider of systems for managing and supporting site operations of retail and hospitality businesses, today announced financial results for the second quarter ended June 30, 2003.

Summary financial results for the second quarter are as follows:

• Total revenues for the second quarter ended June 30, 2003 were $27.8 million, a decrease of 24.2% over revenues of $36.7 million for the same period in 2002.

• Net loss for the second quarter ended June 30, 2003, was $35.8 million, or $1.29 per diluted share, a decrease of $37.3 million, or $1.34 per diluted share, compared to net income of $1.5 million, or $0.05 per diluted share, for the same period in 2002.

• Adjusted net loss for the second quarter ended June 30, 2003, which excludes asset impairment charges and severance payments, was $3.2 million, or $0.11 per diluted share, a decrease of $4.6 million, or $0.16 per diluted share, compared to net income of $1.5 million, or $0.05 per diluted share, for the same period in 2002.

During the second quarter, the Company wrote-off approximately $32.5 million of intangible assets based on a reorganization of the Company’s operating segments as well as the likelihood of a future disposition of the Enterprise Software segment. Additionally, the Company wrote off approximately $900,000 of intangible assets associated with other lines of business due to changes in market conditions. The Company also recorded a charge of approximately $200,000 during the quarter for severance costs related to position eliminations.

The Company provides adjusted net (loss)/income and adjusted net (loss)/income per share in this press release as additional information of the Company’s operating results. The measures are not in accordance with, or an alternative for, generally accepted accounting practices (“GAAP”) and may be different from net income and per share measures used by other companies. Net (loss)/income has been adjusted to exclude the effects of the impairment of certain intangible assets and certain charges related to

severance and lease termination costs. The Company believes that this presentation of adjusted net (loss)/income and adjusted net (loss)/income per share provides useful information to investors regarding certain additional financial and business trends relating to the Company’s financial condition and results of operations

John Heyman, the Company’s co-chief executive officer commented, “The economic environment continues to dampen demand. While our second quarter results were disappointing, we continue to stay focused on our long-term operating model. We believe we are making the right investments in our products, markets and client relationships to take advantage of future improvements in the economy.” Mr. Heyman continued, “We are optimistic about delivering improved performance for the second half of the year as we see portions of our business picking up momentum. Specifically, we are seeing leading indicators of demand from large clients, we continue to see progress in our small business strategy, and during the quarter we have improved our service margins as several of our investments in projects have declined.”

Business highlights for Q2 2003:

• Completed roll-out of Radiant technology to more than 100 corporate sites of a large table service restaurant chain

• Continued roll-out of Radiant Enterprise Productivity Suite to large contract food service management provider—currently deployed to more than 130 sites representing 40 concepts

• Completed successful multi-site, multi-market pilot of customer self service kiosks for major petroleum retailer’s fast casual food offering

• Continued roll-out of Radiant POS with major petroleum retailer—deployment approaching 500 sites

• Signed Wehrenberg Theatres to deploy Radiant POS and back-office technology to all its sites

• Signed agreements with two new mid-sized convenience store chains

• Increased activity in reseller channel with revenue growth of 105% over prior year

• Won two Microsoft 2003 Retail Application Developer (RAD) Awards

Mark Haidet, the Company’s chief financial officer commented, “Though our revenues are significantly down, we continue to impose discipline around our expense structure and cash management. We have maintained a strong working capital base including $39.4 million in cash at the end of the second quarter driven in large part by our exceptionally strong Days Sales Outstanding (“DSO’s”) at 57 days down from 67 days in the previous quarter. At the same time we have made strategic investments in our products and customer relationships.” Mr. Haidet added, “We have continued our stock repurchase program with approximately 382,000 shares purchased during the quarter at an aggregate price of $2.6 million. Consistent with the first quarter, we did not provide a tax benefit on our current quarter pretax losses, and we anticipate that as the Company generates future pretax profits, we will record the current quarter’s tax benefit, thus reducing our overall effective tax rate for an undetermined period of time in the future.”

Radiant will hold its second quarter 2003 conference call today at approximately 5 p.m. eastern daylight time. This call is being webcast and can be accessed at Radiant Systems’ web site at http://www.corporate-ir.net/ireyeir_site.zhtml?ticker= RADS&script=2100 http://www.radiantsystems.com/investor/investor2_frame.htm. The call will also be available via telephone at 1-888-334-7880—reference reservation # T436675R.

Founded in 1985, Radiant Systems, Inc. builds and delivers solutions for managing site operations of retail and hospitality businesses. Providing enterprise-wide visibility, Radiant’s back-office and point-of-sale technology enables businesses to deliver exceptional customer service while improving profitability. Headquartered in Atlanta, Radiant (www.radiantsystems.com) has deployed its solutions in more than 55,000 sites worldwide.

Certain statements contained in this press release are “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. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, its directors or its officers with

respect to, among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition or results of operations, including the Company’s projected revenues and earnings per share guidance; (iii) the Company’s growth strategy and operating strategy; (iv) the Company’s new or future product offerings, and (v) the declaration and payment of dividends. The words “may,” “would,” “could,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend,” “plans,” and similar expressions and variations thereof are intended to identify forward-looking statements. 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 as a result of various factors. 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 larger 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 filings with the Securities and Exchange Commission.

RADIANT SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS
	June 30, 2003			December 31, 2002
	(unaudited)
Current assets
Cash and cash equivalents	$	39,433		$	43,382
Accounts receivable, net		17,288			31,167
Inventories		14,057			13,542
Other short-term assets		4,659			4,122
Total current assets		75,437			92,213
Property and equipment, net		11,917			11,948
Software development costs, net		2,360			16,969
Intangibles and other long-term assets		6,614			24,126
	$	96,328		$	145,256
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	11,685		$	15,012
Client deposits and unearned revenue		9,866			10,509
Current portion of long-term debt		507			491
Total current liabilities		22,058			26,012
Client deposits and unearned revenue, net of current portion		—			2,994
Deferred tax liability		880			880
Long-term debt, less current portion		403			660
Total liabilities		23,341			30,546
Shareholders’ equity
Common stock, no par value; 100,000,000 shares authorized; 27,693,389 and 28,021,689 shares issued and outstanding		0			0
Additional paid-in capital		114,099			116,752
Accumulated deficit		(41,112	)		(2,042	)
Total shareholders’ equity		72,987			114,710
	$	96,328		$	145,256

RADIANT SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(Unaudited)

	For the three months ended					For the six months ended
	June 30, 2003			June 30, 2002		June 30, 2003			June 30, 2002
Revenues:
System sales	$	11,169		$	19,991	$	24,830		$	37,119
Client support, maintenance and other services		16,663			16,716		32,509			30,876
Total revenues		27,832			36,707		57,339			67,995
Cost of revenues:
System sales		7,161			10,973		15,237			18,807
Impairment of capitalized software costs and acquired software technology		15,724			—		15,724			—
Client support, maintenance and other services		11,128			9,338		22,554			17,867
Total cost of revenues		34,013			20,311		53,515			36,674
Gross (loss) profit		(6,181	)		16,396		3,824			31,321
Operating Expenses:
Product development		4,064			3,867		7,453			7,329
Sales and marketing		4,382			5,342		9,119			10,149
Depreciation and amortization		1,093			1,293		2,207			2,625
Impairment of TriYumf Asset		10,589			—		10,589			—
Impairment of goodwill		6,172			—		6,172			—
Lease termination and severance costs		211			—		761			—
General and administrative		3,205			3,281		6,686			6,193
(Loss) income from operations		(35,897	)		2,613		(39,163	)		5,025
Interest income, net		106			155		257			361
(Loss) income before income taxes		(35,791	)		2,768		(38,906	)		5,386
Income tax provision		58			1,275		164			2,395
Net (loss) income	$	(35,849	)	$	1,493	$	(39,070	)	$	2,991
Basic and diluted (loss) income per share:
Basic (loss) income per share	$	(1.29	)	$	0.05	$	(1.40	)	$	0.11
Diluted (loss) income per share	$	(1.29	)	$	0.05	$	(1.40	)	$	0.10
Weighted average shares outstanding:
Basic		27,862			27,593		27,934			27,573
Diluted		27,862			29,376		27,934			28,975
Reconciliation of Adjusted Net (Loss) Income:
Net (loss) income	$	(35,849	)	$	1,493	$	(39,070	)	$	2,991
Impairment of capitalized software costs		14,821			—		14,821			—
Impairment of acquired software technology		903			—		903			—
Impairment of TriYumf Asset		10,589			—		10,589			—
Impairment of goodwill		6,172			—		6,172			—
Lease termination and severance costs		211			—		761			—
Adjusted net (loss) income	$	(3,153	)	$	1,493	$	(5,824	)	$	2,991
Adjusted net (loss) income per diluted share	$	(0.11	)	$	0.05	$	(0.21	)	$	0.10