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): February 25, 2004

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

(c) Exhibits. The following exhibit is being furnished with this report pursuant to Item 12 of this Form 8-K:

Exhibit Number	Description of Exhibit
99.1	Press Release announcing the Company’s results for the year and quarter ended December 31, 2003 and its financial condition as of December 31, 2003.

Item 12. Results of Operation and Financial Condition

On February 25, 2004, the Company issued a press release announcing its financial results for the year and quarter ended December 31, 2003. A copy of the press release is attached hereto 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 certain asset impairment charges. 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.

The information in the preceding paragraphs, as well as Exhibit 99.1 referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

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
	Chief Executive Officer

Dated: February 25, 2004

EXHIBIT INDEX

Exhibit Number	Exhibit Name
99.1	Press Release dated February 25, 2004

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

For More Information,

Please Contact

John Heyman – 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 Fourth Quarter and Year Ended December 31, 2003

Company strengthens strategic position with disposition of unprofitable operating unit and acquisition of Aloha Technologies, Inc.

ATLANTA—(BUSINESS WIRE)—February 25, 2004—Radiant Systems, Inc. (NASDAQ: RADS - News), a leading provider of systems for managing site operations of retail and hospitality businesses, today announced financial results for the fourth quarter and year ended December 31, 2003.

Summary financial results for the fourth quarter are as follows:

• Total revenues for the fourth quarter ended December 31, 2003 were $26.7 million, a decrease of 35% over revenues of $41.2 million for the same period in 2002.

• Net loss for the fourth quarter ended December 31, 2003, was $5.4 million, or $.19 per diluted share, a decrease of $7.3 million, or $.26 per diluted share, compared to net income of $1.9 million, or $0.07 per diluted share, for the same period in 2002.

• Adjusted net loss for the fourth quarter ended December 31, 2003, which excludes asset impairment charges, was $4.5 million, or $.16 per diluted share, a decrease of $6.4 million, or $.23 per diluted share, compared to net income of $1.9 million, or $0.07 per diluted share, for the same period in 2002.

• The Store Systems business unit contributed revenue of approximately $22.2 million and an adjusted operating loss of approximately $800,000 compared to revenue of $23.4 million and adjusted operating loss of $300,000 for the period ended September 30, 2003.

During the quarter, the Company wrote-off approximately $535,000 of capitalized software as an expense to cost of goods sold and $420,000 of lease obligations as an operating expense. In addition, the Company took a charge of $1.2 million to fully reserve it’s deferred tax assets due to the losses incurred over the past twelve months and uncertainty of the Company’s ability to fully utilize tax benefits in the future.

For the year ended December 31, 2003, total revenues were $111.8 million with a net loss of $47.7 million, or $1.71 per diluted share. The Company had an adjusted net loss of $12.2 million or $.44 per diluted share. For the year ended December 31, 2002, the Company reported revenues of $146.2 million with a net income of $6.5 million, or $.23 per diluted share.

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. 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 chief executive officer commented, “We are optimistic that we will deliver significantly improved operating results in 2004. We have divested our Enterprise business unit, which had a material negative impact on our operating profits, cash and strategic focus. Additionally, our acquisition of Aloha Technologies, which we completed in January of 2004, immediately strengthens our stable of products to sell across our industries, creates an exceptionally strong channel to provide the market reach we require and enhances our management team to better serve our customers and shareholders. We anticipate these actions, combined with improving market activity and the operational successes we had throughout 2003, will translate into much better financial results this year.”

Business highlights for the fourth quarter of 2003 include:

• Expansion into new countries with multi-national operators

• Delivered significant credit card marketing and loyalty functionality to a major oil company in Southeast Asia.

• Installed 300^th Kroger grocery fueling site

• Installed 600^th Circle K convenience store location

• Rolled out gift card functionality to 300 Holiday Station Store locations

• Completed the first chain-wide rollout of the Company’s advanced concession solution at a top exhibitor

• Piloted the Outdoor Kiosk and Concessions at Kiosk products which will be released in the first quarter

• Implemented new pilots of our customer self service product

• Released the P1550 point-of-sale hardware terminal

• Continued the rollout AFC Restaurants with 200 live sites

• Implemented new brand marketing programs for food service operators

Mark Haidet, the Company’s chief financial officer commented, “The decline in the overall financial results for the quarter is primarily attributable to operational losses in the Enterprise segment as well as the impact of the business transition we have managed through. We continue to stay disciplined with our cost structure and have maintained a strong balance sheet to support our growth. Our working capital has remained strong with $33.8 million in cash at the end of the fourth quarter and we have maintained solid Days Sales Outstanding (“DSO’s”) of 64 days for the quarter.”

For 2004 the Company expects revenue in the range of $120 million to $130 million with earnings per share in the range of $.17 to $.26 excluding amortization of acquisition

related intangibles and discontinued operations. These estimates are on a pro-forma basis, excluding the operations of the Enterprise segment and including the operations of Aloha Technologies.

Mr. Haidet added, “We believe that the 2004 results will show marked improvement over 2003 as our core business strategy continues to evolve. While our corporate development activities have resulted in some short-term market impact, these transactions are now complete and have been well received by our markets. Thus, we anticipate increased business activity as the year progresses. Given this and normal cyclical spending patterns, we expect to have near breakeven profits in the first quarter with positive cash generation from operations and for earnings to pick up consistently throughout the remainder of the year.”

On January 14, 2004, Radiant announced that it completed the acquisition of Aloha Technologies, a leading provider of point-of-sale systems for the hospitality industry, and certain affiliated entities of Aloha. The consideration paid to Aloha consisted of $11 million in cash, a five-year note in the principal amount of $19 million (subject to a post-closing adjustment), a one-year note in the principal amount of $1.7 million, 2,353,846 shares of restricted Radiant common stock and the assumption of Aloha’s accounts payable, contractual obligations and certain other liabilities. On January 31, 2004, Radiant announced the completion of the divestiture of its enterprise software business, now known as BlueCube Software, to Erez Goren, the Company’s former Co-Chairman of the Board and Co-Chief Executive Officer. Pursuant to the terms of the transaction, Radiant contributed specified assets and liabilities of the enterprise software business, together with approximately $4.0 million in cash, to the newly formed subsidiary, and then transferred all of the shares of the new company to Erez Goren in exchange for the redemption of 2.0 million shares of common stock of the Company held by Mr. Goren. The shares redeemed represented approximately 7.0% of the Company’s outstanding shares.

Radiant will hold its fourth 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://ir.ccbn.com/ir.zhtml?t=rads&s=2100. The call will also be available via telephone at 1-888-334-7880, reference reservation # T480955R.

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)

	December 31, 2003			December 31, 2002
ASSETS
Current assets
Cash and cash equivalents	$	33,774		43,382
Accounts receivable, net		18,614		31,167
Inventories		13,098		13,542
Other short-term assets		4,688		4,122
Total current assets		70,174		92,213
Property and equipment, net		11,229		11,948
Software development costs, net		2,844		16,969
Intangibles and other long-term assets		8,457		24,126
	$	92,704		145,256
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	12,864		15,012
Customer deposits and unearned revenue		12,257		10,509
Current portion of long-term debt		524		491
Total current liabilities		25,645		26,012
Client deposits and deferred revenues, net of current portion		—		2,994
Long-term deferred tax liability		—		880
Long-term debt, less current portion		136		660
Total liabilities		25,781		30,546
Shareholders’ equity
Common stock, no par value; 100,000,000 shares authorized; 28,046,689 and 27,511,793 shares issued and outstanding		—		—
Additional paid-in capital		116,481		116,752
Accumulated other comprehensive income		217		1
Accumulated deficit		(49,775	)	(2,043	)
Total shareholders’ equity		66,923		114,710
	$	92,704		145,256

RADIANT SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(Unaudited)

	For the three months ended					For the year ended
	December 31, 2003			December 31, 2002		December 31, 2003			December 31, 2002
Revenues:
System sales	$	10,728		$	25,127	$	47,320		$	81,432
Client support, maintenance and other services		15,945			16,088		64,449			64,725
Total revenues		26,673			41,215		111,769			146,157
Cost of revenues:
System sales		6,716			14,266		28,785			43,348
Impairment of capitalized software costs and acquired software technology		535			—		17,626			—
Client support, maintenance and other services		10,375			10,787		43,906			39,000
Total cost of revenues		17,626			25,053		90,317			82,348
Gross profit		9,047			16,162		21,452			63,809
Operating Expenses:
Product development		4,206			3,364		15,714			14,470
Sales and marketing		4,063			5,392		16,708			21,141
Depreciation and amortization		1,068			1,162		4,319			4,997
Non-recurring charges		418			—		17,940			—
General and administrative		3,401			3,398		13,377			12,791
Income (loss) from operations		(4,109	)		2,846		(46,606	)		10,410
Other income		107			—		232			—
Interest income, net		70			209		373			754
Income (loss) before income taxes		(3,932	)		3,055		(46,001	)		11,164
Income tax provision		1,478			1,122		1,730			4,623
Net income (loss)	$	(5,410	)	$	1,933	$	(47,731	)		6,541
Basic and diluted income (loss) per share:
Basic income (loss) per share	$	(0.19	)	$	0.07	$	(1.71	)	$	0.24
Diluted income (loss) per share	$	(0.19	)	$	0.07	$	(1.71	)	$	0.23
Weighted average shares outstanding:
Basic		27,760			27,989		27,835			27,753
Diluted		27,760			29,143		27,835			28,995
Reconciliation of Adjusted Net (Loss) Income:
Net (loss) income	$	(5,410	)	$	1,933	$	(47,731	)	$	6,541
Impairment of capitalized software costs		535			—		16,723			—
Impairment of acquired software technology		—			—		903			—
Impairment of TriYumf asset		—			—		10,589			—
Impairment of goodwill		—			—		6,172			—
Lease termination and severance costs		418			—		1,179			—
Adjusted net (loss) income	$	(4,457	)	$	1,933	$	(12,165	)	$	6,541
Adjusted net (loss) income per diluted share	$	(0.16	)	$	0.07	$	(0.44	)	$	0.23

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