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): April 28, 2005

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.)

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 April 28, 2005, Radiant Systems, Inc. issued a press release announcing first quarter financial results. The press release is attached as Exhibit 99.1 to this Form 8-K. 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, Pro Forma Financial Information and Exhibits

The following exhibit is being furnished with this report pursuant to Item 2.02 of this Form 8-K:

Exhibit No.	Description
99.1	Press Release Regarding Financial Results for the Quarter Ended March 31, 2005

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: May 4, 2005

EXHIBIT INDEX

Exhibit Number	Exhibit Name
99.1	Press Release dated April 28, 2005

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For More Information,

Please Contact

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

Melissa Coley - Investor Relations (770) 576-6577

Radiant Systems, Inc. Reports Record First Quarter Results

Continued strong growth results in adjusted earnings of $.08 per diluted share

ATLANTA—(BUSINESS WIRE)—April 28, 2005—Radiant Systems, Inc. (NASDAQ: RADS—News), a leading provider of innovative technology for the hospitality, petroleum and convenience retail and entertainment industries, today announced financial results for the first quarter ended March 31, 2005.

Summary financial results for the first quarter of 2005 are as follows:

• Total revenues for the period were $37.3 million, an increase of 39 percent over revenues of $26.8 million for the same period in 2004.

• Net income before discontinued operations for the period was $1.2 million, or approximately $0.04 per diluted share, an improvement of $2.1 million, or $0.07 per diluted share, compared to the same period in 2004.

• Net income for the period was $1.2 million, or approximately $0.04 per diluted share, a decrease of $0.8 million, or $0.03 per diluted share, compared to the same period in 2004.

• Adjusted net income (non-GAAP) from continuing operations for the period, which excludes amortization of acquisition related intangible assets and non-recurring charges, was $2.5 million or $0.08 per diluted share, an increase of $2.4 million or $0.08 per diluted share, compared to the same period in 2004.

John Heyman, the Company’s chief executive officer commented, “Continued strong growth in our hospitality business mitigated the historical seasonality we see in our other businesses and helped drive higher than expected results in the quarter. Specifically, our pipeline of larger, direct account business across the company continued to grow and become more qualified. Our products are producing demonstrable value for our customers. This value proposition has resulted in significant wins for our company and is helping encourage customers to accelerate implementations, allowing us to close and deliver on more direct business than planned during the quarter. Additionally, our indirect channel business continued to be strong and perform ahead of plan driven by excellent execution by our strong community of channel partners.”

Mark Haidet, the Company’s chief financial officer commented, “The business continues to track against our long term model. We have demonstrated our ability to grow while better leveraging our cost structure and strengthening our balance sheet. Even with 39

percent revenue growth, our operating expense remained flat resulting in adjusted operating margin of 8% compared to 1% in the same period of 2004. We generated more than $5.1 million of free cash flow during the first quarter and improved working capital by $1 million. In addition, we reduced our debt by $2.8 million during the period.”

Haidet added, “The strength of the first quarter has increased our visibility and allowed us to increase the low end of our earnings guidance for 2005.”

The Company provided guidance for the second quarter of 2005 with a revenue range of $36 million to $38 million and adjusted earnings of $0.06 to $0.08 per diluted share. The company updated its previous adjusted earnings guidance for the year from a range of $.30 to $.38 to a range of $.32 to $.38 per diluted share. The revenue range remains at $155 million to $160 million.

On January 31, 2004 the Company completed the disposition of its Enterprise Software Systems segment. The historical financial statements have been reported with the Enterprise Software Systems segment included in discontinued operations. Additionally, on January 12, 2004 the Company completed its acquisition of Aloha Technologies (“Aloha”). All Aloha operations are included in the Company’s 2004 financial statements as of the date of the acquisition.

The Company provides adjusted net income/(loss) and adjusted net income/(loss) 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, generally accepted accounting practices (“GAAP”) and may be different from adjusted net income measures used by other companies. Net income/(loss) has been adjusted to exclude amortization of acquisition related intangible assets and non-recurring charges. 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 first quarter 2005 conference call today at approximately 5 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 1-888-280-8277 - reference ID# T563437R.

Founded in 1985, Radiant Systems, Inc. provides innovative store technology for the hospitality, petroleum and convenience retail, and entertainment industries. Radiant’s point-of-sale, self-service kiosk, and back-office technology enables operators to drive top-line growth and improve bottom-line performance. Headquartered in Atlanta, Radiant (www.radiantsystems.com) has deployed its solutions in more than 50,000 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 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 filings with the Securities and Exchange Commission.

- ### –

RADIANT SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

	March 31, 2005			December 31, 2004
ASSETS
Current assets
Cash and cash equivalents	$	15,114		$	15,067
Accounts receivable, net		26,490			25,997
Inventories		18,164			18,647
Other short-term assets		2,772			2,122
Total current assets		62,540			61,833
Property and equipment, net		8,428			8,590
Software development costs, net		2,298			2,344
Goodwill		34,860			34,927
Intangibles, net		20,746			22,029
Other long-term assets		256			31
	$	129,128			129,754
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	22,702		$	24,123
Accrued contractual obligations and payables due to Related Party		2,589			2,982
Customer deposits and unearned revenue		13,351			9,881
Current portion of long-term debt		3,767			5,661
Total current liabilities		42,409			42,647
Client deposits and deferred revenues, net of current portion		517			564
Long-term debt, less current portion		11,951			12,892
Other long-term liabilities		261			344
Total liabilities		55,138			56,447
Shareholders’ equity
Common stock, no par value; 100,000,000 shares authorized; 29,157,593 and 29,321,360 shares issued and outstanding		—			—
Additional paid-in capital		118,041			118,649
Accumulated other comprehensive income		363			244
Accumulated deficit		(44,414	)		(45,586	)
Total shareholders’ equity		73,990			73,307
	$	129,128			129,754

RADIANT SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	For the three months ended
	March 31, 2005			March 31, 2004
Revenues:
System sales	$	20,402		$	11,890
Client support, maintenance and other services		16,937			14,951
Total revenues		37,339			26,841
Cost of revenues:
System sales		10,629			5,309
Client support, maintenance and other services		11,260			8,645
Total cost of revenues		21,889			13,954
Gross profit		15,450			12,887
Operating Expenses:
Product development		2,973			3,472
Sales and marketing		4,211			4,518
Depreciation of fixed assets		811			964
Amortization of intangible assets		1,283			1,044
General and administrative		4,560			3,606
Total operating expenses		13,838			13,604
Income (loss) from operations		1,612			(717	)
Interest and other (expense) income, net		(257	)		(213	)
Income (loss) from continuing operations before income taxes		1,355			(930	)
Income tax provision		183			34
Income (loss) from continuing operations		1,172			(964	)
Discontinued operations
Loss from operations of Enterprise business, net		—			(913	)
Gain on disposal of Enterprise business, net		—			3,809
Income from discontinued operations		—			2,896
Net income	$	1,172		$	1,932
Income (loss) per share from continuing operations
Basic	$	0.04		$	(0.03	)
Diluted	$	0.04		$	(0.03	)
Net income per share
Basic	$	0.04		$	0.07
Diluted	$	0.04		$	0.07
Weighted average shares outstanding:
Basic		29,247			28,906
Diluted		30,302			28,906
Reconciliation of Adjusted Net Income:
Net income	$	1,172		$	1,932
Operations of discontinued business		—			913
Gain on disposal of discontinued business		—			(3,809	)
Lease termination and severance costs		—			—
Amortization of purchased intangibles		1,283			1,044
Adjusted net income	$	2,455		$	80
Adjusted net income per diluted share	$	0.08		$	0.00