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): July 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 July 28, 2005, Radiant Systems, Inc. issued a press release announcing second 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 June 30, 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: August 1, 2005

EXHIBIT INDEX

Exhibit Number	Exhibit Name
99.1	Press Release dated July 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 Second Quarter Revenue

Continued strong growth results in adjusted earnings of $.10 per diluted share in the second quarter and increased annual guidance

ATLANTA—(BUSINESS WIRE)—July 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 second quarter ended June 30, 2005.

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

• Total revenues for the period were $39.5 million, an increase of 22 percent over revenues of $32.3 million for the same period in 2004.

• Net income from continuing operations for the period was $1.2 million, or approximately $0.04 per diluted share, an improvement of $1.2 million, or $0.04 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, an improvement of $1.4 million, or $0.05 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 $3.0 million or $.10 per diluted share, an increase of $1.7 million or $0.06 per diluted share, compared to the same period in 2004.

Summary year to date financial results for the six months ended June 30, 2005 are as follows:

• Total revenues were $76.9 million, an increase of 30 percent over revenues of $59.2 million for the same period in 2004.

• Net income from continuing operations was $2.4 million, or approximately $0.08 per diluted share, an improvement of $3.4 million, or $0.11 per diluted share, compared to the same period in 2004.

• Net income was $2.4 million or approximately $0.08 per diluted share, an increase of $0.7 million, or $0.02 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 $5.4 million or $.18 per diluted share, an increase of $4.1 million or $0.13 per diluted share, compared to the same period in 2004.

John Heyman, the Company’s chief executive officer commented, “We are pleased with the exceptional results we generated during the quarter. We continue to see strong demand for our products and steady execution across the business. The results of our channel partners, the signing of significant new deals and the continued success of our products provides the impetus for growing results in the second half of this year and next”

“The business continues to track well against our long-term business model,” said Mark Haidet, the Company’s chief financial officer. “We were able to increase our operating margins for the sixth consecutive quarter, with adjusted operating margins reaching 9% in the second quarter. This increase resulted from our ability to continue to drive revenue growth while leveraging our existing cost structure. The strength of the first-half results has allowed us to increase our guidance for the balance of the year. In addition, we expect to see this success carry over into 2006 with revenue growth in the range of 15% to 20% and continued improvement in our operating margin”

The Company provided guidance for the third quarter of 2005 and increased its previous guidance for the 2005 fiscal year as follows:

	Revenue Range (millions)		Adjusted Earnings / Share Range
Quarter ending September 30, 2005	$	39-$40	$	.09 - $.11
Year ending Dec. 31, 2005 – previous	$	155 - $160	$	.32 - $.38
Year ending Dec. 31, 2005 – updated	$	158 - $161	$	.38 - $.40

On Jan. 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 Jan. 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 and includes the ongoing cash benefit of the utilization of net operating losses. 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 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 1-888-334-9269 reference ID# T578006R.

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.

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RADIANT SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

	June 30, 2005			December 31, 2004
ASSETS
Current assets
Cash and cash equivalents	$	17,506		15,067
Accounts receivable, net		26,054		25,997
Inventories		18,893		18,647
Other short-term assets		1,850		2,122
Total current assets		64,303		61,833
Property and equipment, net		8,181		8,590
Software development costs, net		2,299		2,344
Goodwill		34,811		34,927
Intangibles, net		19,463		22,029
Other long-term assets		504		31
	$	129,561		129,754
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	20,730		24,123
Accrued contractual obligations and payables due to Related Party		1,963		2,982
Customer deposits and unearned revenue		11,433		9,881
Short-term debt facility		1,300		—
Current portion of long-term debt		3,045		5,661
Total current liabilities		38,471		42,647
Client deposits and deferred revenues, net of current portion		470		564
Long-term debt, less current portion		13,559		12,892
Other long-term liabilities		179		344
Total liabilities		52,679		56,447
Shareholders’ equity
Common stock, no par value; 100,000,000 shares authorized;
29,532,214 and 29,321,360 shares issued and outstanding		—		—
Additional paid-in capital		120,080		118,649
Accumulated other comprehensive income (expense)		(13	)	244
Accumulated deficit		(43,185	)	(45,586	)
Total shareholders’ equity		76,882		73,307
	$	129,561		129,754

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, 2005			June 30, 2004			June 30, 2005			June 30, 2004
Revenues:
System sales	$	21,752		$	16,429		$	42,154		$	27,892
Client support, maintenance and other services		17,773			15,895			34,710			31,273
Total revenues		39,525			32,324			76,864			59,165
Cost of revenues:
System sales		11,143			7,848			21,772			13,157
Client support, maintenance and other services		11,725			9,828			22,985			18,473
Total cost of revenues		22,868			17,676			44,757			31,630
Gross profit		16,657			14,648			32,107			27,535
Operating Expenses:
Product development		3,336			3,193			6,309			6,665
Sales and marketing		4,504			4,534			8,715			9,052
Depreciation of fixed assets		815			895			1,626			1,859
Amortization of intangible assets		1,283			1,282			2,566			2,326
Impairment write-off of HotelTools software		550			—			550			—
General and administrative		4,488			4,476			9,048			8,082
Total operating expenses		14,976			14,380			28,814			27,984
Income (loss) from operations		1,681			268			3,293			(449	)
Interest and other (expense) income, net		(211	)		(222	)		(468	)		(434	)
Income (loss) from continuing operations before income taxes		1,470			46			2,825			(883	)
Income tax provision		241			62			424			97
Income (loss) from continuing operations		1,229			(16	)		2,401			(980	)
Discontinued operations
Loss from operations of Enterprise business, net		—			—			—			(913	)
Gain on disposal of Enterprise business, net		—			(183	)		—			3,626
Income (loss) from discontinued operations		—			(183	)		—			2,713
Net income (loss)	$	1,229		$	(199	)	$	2,401		$	1,733
Income (loss) per share from continuing operations
Basic	$	0.04		$	(0.00	)	$	0.08		$	(0.03	)
Diluted	$	0.04		$	(0.00	)	$	0.08		$	(0.03	)
Net income (loss) per share
Basic	$	0.04		$	(0.01	)	$	0.08		$	0.06
Diluted	$	0.04		$	(0.01	)	$	0.08		$	0.06
Weighted average shares outstanding:
Basic		29,231			28,778			29,240			28,842
Diluted		31,199			28,778			30,802			28,842
Reconciliation of Adjusted Net Income (Loss):
Net income (loss)	$	1,229		$	(199	)	$	2,401		$	1,733
Operations of discontinued business		—			—			—			913
Gain on disposal of discontinued business		—			183			—			(3,626	)
Impairment write-off of HotelTools software, net of tax effect		523			—			523			—
Lease termination and severance costs		—			—			—			—
Amortization of purchased intangibles, net of tax effect		1,219			1,282			2,502			2,326
Adjusted net income	$	2,971		$	1,266		$	5,426		$	1,346
Adjusted net income (loss) per diluted share	$	0.10		$	0.04		$	0.18		$	0.05