-----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, Kh/8cDcgCeqrAtp5Mvue2nFFMJBZvbV3hxi4dr/YzcWy8xqniZ3qk0fDrEaA9uVL QxquR93HQEaV6H0VgR6OJg== 0001193125-08-061114.txt : 20080320 0001193125-08-061114.hdr.sgml : 20080320 20080319202010 ACCESSION NUMBER: 0001193125-08-061114 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080102 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080320 DATE AS OF CHANGE: 20080319 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22065 FILM NUMBER: 08700543 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/A 1 d8ka.htm FORM 8-K/A Form 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2, 2008

 

 

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)  

(IRS 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

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))

 

 

 


Explanatory Note

This Amendment No. 1 amends the Report on Form 8-K dated January 2, 2008 (date of earliest event reported) filed by the registrant with a filing date of January 8, 2008 reporting, among other things, the closing on January 4, 2008, of its previously reported Share Purchase Agreement (the “Purchase Agreement”) dated December 11, 2007, with Quest Retail Technology Pty Ltd, an Australian proprietary company (“Quest”) and David Brown, the sole shareholder of Quest (the “Seller”), as amended, providing for the acquisition (the “Acquisition”) by the registrant, through its wholly owned subsidiary RADS Australia Holdings Pty Ltd, of all of the issued shares of Quest. This amendment is being filed to provide the audited financial statements of Quest and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, and to include exhibits under Item 9.01(d). The information previously provided in the Report on Form 8-K, as originally filed, is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated balance sheet of Quest Retail Technology Pty Ltd as at December 31, 2007, and the income statement, cash flow statement, and statement of changes in equity for the year then ended are filed as Exhibit 99.1 to this Amendment No. 1 and are incorporated herein by this reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information with respect to the Acquisition is filed as Exhibit 99.2 to this Amendment No. 1 and is incorporated herein by this reference.

(d) Exhibits. The following exhibits are filed herewith:

 

Exhibit No.

 

Description

23.1   Consent of Deloitte Touche Tohmatsu, independent registered public accounting firm
99.1   Audited consolidated balance sheet of Quest Retail Technology Pty Ltd as at December 31, 2007 and the income statement, cash flow statement, and statement of changes in equity for the year then ended
99.2   Unaudited pro forma condensed combined financial information

 

2


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.
Date: March 19, 2008    

/s/ Mark E. Haidet

    Mark E. Haidet
    Chief Financial Officer

 

3


Index to Exhibits

 

Exhibit No.

 

Description

23.1   Consent of Deloitte Touche Tohmatsu, independent registered public accounting firm
99.1   Audited consolidated balance sheet of Quest Retail Technology Pty Ltd as at December 31, 2007 and the income statement, cash flow statement, and statement of changes in equity for the year then ended
99.2   Unaudited pro forma condensed combined financial information

 

4

EX-23.1 2 dex231.htm CONSENT OF DELOITTE TOUCHE TOHMATSU Consent of Deloitte Touche Tohmatsu

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement No. 333-123549 on Form S-3 and in Registration Statement No.’s 333-23237, 333-41327, 333-41291, 333-62157, 333-62151, 333-71892, 333-129391 and 333-129392 on Forms S-8 of our report dated 19 March 2008, relating to the 31 December 2007 financial statements of Quest Retail Technology Pty Ltd (which report expresses an unqualified opinion except that the financial statements do not disclose comparative information), appearing in this Form 8-K/A of Radiant Systems, Inc. dated March 19, 2008.

 

/s/ Deloitte Touche Tohmatsu
Deloitte Touche Tohmatsu
Adelaide, South Australia, Australia
March 19, 2008
EX-99.1 3 dex991.htm AUDITED CONSOLIDATED BALANCE SHEET Audited consolidated balance sheet

Exhibit 99.1

Quest Retail Technology Pty Ltd

Annual report for the financial year ended 31 December 2007


Quest Retail Technology Pty Ltd

Independent auditors’ report

 

   

Deloitte Touche Tohmatsu

ABN 74 490 121 060

 

11 Waymouth Street

Adelaide SA 5000

GPO Box 1969

Adelaide SA 5001 Australia

 

DX: 664

Tel: +61 (0) 8 8407 7000

Fax: +61 (0) 8 8407 7001

www.deloitte.com.au

INDEPENDENT AUDITORS’ REPORT

To the Members of Quest Retail Technology Pty Ltd

We have audited the accompanying consolidated balance sheet of Quest Retail Technology Pty Ltd (the “Company”) as of 31 December 2007, and the related statements of income, changes in equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Comparative financial statements related to the year ended 31 December 2006, as required in IAS 1, Presentation of Financial Statements, are not presented. In our opinion, disclosure of such comparative information is required under International Financial Reporting Standards as issued by the IASB.

In our opinion, except for the omission of the comparative financial statements as discussed in the preceding paragraph, such consolidated financial statements present fairly, in all material respects, the financial position of Quest Retail Technology Pty Ltd as of 31 December 2007, and the results of their operations and their cash flows for the year ended 31 December 2007, in conformity with International Financial Reporting Standards as issued by the IASB.

/s/ Deloitte Touche Tohmatsu

DELOITTE TOUCHE TOHMATSU

Adelaide, Australia

19 March 2008

 

1


Quest Retail Technology Pty Ltd

Directors’ declaration

 

Directors’ declaration

The directors declare that:

 

(a) in the directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable;

 

(b) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and give a true and fair view of the financial position and performance of the consolidated entity.

On behalf of the Directors

 

/s/ Mark Haidet

Mark Haidet
Director
Atlanta Georgia, 19 March 2008

 

2


Quest Retail Technology Pty Ltd

Consolidated Income Statement

 

Consolidated Income statement

for the financial year ended 31 December 2007

(in Australian dollars)

 

          Consolidated  
     Note    2007
$’000
 

Revenue

   6    18,000  

Cost of sales

   7    8,469  
         

Gross profit

      9,531  

Other income

      204  

Product development expenses

   7    (655 )

Marketing expenses

      (1,349 )

Depreciation expenses

      (82 )

Administration expenses

      (1,326 )

Foreign exchange loss

      (615 )
         

Profit before tax

      5,708  

Income tax expense

   8    (1,575 )
         

Profit for the year

      4,133  
         

Notes to the financial statements are included on pages 7 to 22.

 

3


Quest Retail Technology Pty Ltd

Consolidated Balance Sheet

 

Consolidated Balance sheet

for the financial year ended 31 December 2007

(in Australian dollars)

 

          Consolidated
     Note    2007
$’000

Current assets

     

Cash and cash equivalents

   22    1,362

Trade and other receivables

   9    4,236

Current tax asset

   8    189

Inventories

   10    1,709

Other financial assets

   11    46

Other

   13    74
       

Total current assets

      7,616
       

Non-current assets

     

Property, plant and equipment

   12    538

Deferred tax assets

   8    249
       

Total non-current assets

      787
       

Total assets

      8,403
       

Current liabilities

     

Trade and other payables

   14    899

Current tax liabilities

      —  

Provisions

   15    311

Other

   16    2,366
       

Total current liabilities

      3,576
       

Non-current liabilities

     

Provisions

   15    123
       

Total non-current liabilities

      123
       

Total liabilities

      3,699
       

Net assets

      4,704
       

Equity

     

Issued capital

   17    —  

Retained earnings

   18    4,704
       

Total equity

      4,704
       

Notes to the financial statements are included on pages 7 to 22.

 

4


Quest Retail Technology Pty Ltd

Consolidated Statement of changes in equity

 

Consolidated Statement of changes in equity

for the financial year ended 31 December 2007

(in Australian dollars)

 

     Fully paid
ordinary
shares
$’000
   Retained
earnings
$’000
   Total
$’000

Balance at 1 January 2007

   —      21,586    21,586

Profit for the year

   —      4,133    4,133
              

Total recognised income and expense

   —      4,133    4,133

Payment of dividends

   —      21,015    21,015
              

Balance at 31 December 2007

   —      4,704    4,704
              

Notes to the financial statements are included on pages 7 to 22.

 

5


Quest Retail Technology Pty Ltd

Consolidated Cash flow statement

 

Consolidated Cash flow statement

for the financial year ended 31 December 2007

(in Australian dollars)

 

         Consolidated  
     Note   2007
$’000
 

Cash flows from operating activities

    

Receipts from customers

     20,797  

Payments to suppliers and employees

     (19,103 )

Income taxes paid

     (2,275 )
        

Net cash used in operating activities

   22(c)   (581 )
        

Cash flows from investing activities

    

Interest received

     149  

Payments for property, plant and equipment

     (154 )
        

Net cash used in investing activities

     (5 )
        

Cash flows from financing activities

    

Dividends paid to equity holders

     (2,483 )
        

Net cash used in financing activities

     (2,483 )
        

Net decrease in cash and cash equivalents

     (3,069 )
        

Cash and cash equivalents at the beginning of the financial year

     4,431  
        

Cash and cash equivalents at the end of the financial year

   22(a)   1,362  
        

Notes to the financial statements are included on pages 7 to 22.

 

6


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

Notes to the financial statements

for the financial year ended 31 December 2007

 

Note

  

Contents

1    General information
2    Adoption of new and revised Accounting Standards
3    Significant accounting policies
4    Critical accounting judgements and key sources of estimation uncertainty
5    Revenue by region
6    Revenue
7    Profit for the year
8    Income taxes
9    Trade and other receivables
10    Inventories
11    Other financial assets
12    Property, plant and equipment
13    Other assets
14    Trade and other payables
15    Provisions
16    Other liabilities
17    Issued capital
18    Retained earnings
19    Dividends
20    Leases
21    Subsidiaries
22    Notes to the cash flow statement
23    Financial instruments
24    Key management personnel compensation
25    Related party transactions
26    Remuneration of auditors
27    Contingent liabilities
28    Subsequent events

 

7


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

1. General information

Quest Retail Technology Pty Ltd (the company) is a privately held company, incorporated in Australia and operating primarily in Australia and United States.

Quest Retail Technology Pty Ltd’s registered office and its principal place of business are as follows:

 

Registered office

   Principal place of business

37-39 Walsh Street

   37-39 Walsh Street

Thebarton SA 5031

   Thebarton SA 5031

Australia

   Australia

The Group is involved in manufacturing and installation of point of sale systems.

2. Adoption of new and revised Accounting Standards

In the current year, the group has adopted all the new and revised standards and interpretations issued by the International Accounting Standards Board that are relevant to its operations and are effective for the current annual reporting period. The adoption of these new and revised standards and interpretations has resulted in no changes to the entity’s accounting policies.

Various standards and interpretations were on issue but were not yet effective at the date of authorisation of the financial report. The issue of these standards and interpretations do not affect the consolidated entity’s present policies and operations. The directors anticipate that the adoption of these standards and interpretations in future periods will have no material financial impact on the financial statements of the consolidated entity.

3. Significant accounting policies

Statement of compliance

The financial report is a general purpose financial report which has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The financial report includes the separate financial statements of the consolidated Group.

The financial statements were authorised for issue by the directors on 19 March 2008.

Basis of preparation

The financial report has been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

Amounts in the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.

The following significant accounting policies have been adopted in the preparation and presentation of the financial report:

 

(a) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries) (referred to as ‘the Group’ in these financial statements). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

 

(b) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

 

8


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

3. Significant accounting policies (cont’d)

 

(c) Employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.

Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.

Defined contribution plans

Contributions to defined contribution superannuation plans are expensed when incurred.

 

(d) Financial assets

Investments are recognised and derecognised on trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value.

Other financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’, ‘held-to-maturity investments’, ‘available-for-sale’ financial assets, and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period.

Income is recognised on an effective interest rate basis for debt instruments other than those financial assets ‘at fair value through profit or loss’.

Loans and receivables

Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method less impairment.

Interest is recognised by applying the effective interest rate.

Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the investment have been impacted. For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment loss is recognised directly in equity.

 

(e) Foreign currency

The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in Australian dollars, which is the functional currency of Quest Retail Technology Pty Ltd, and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

9


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

3. Significant accounting policies (cont’d)

 

(e) Foreign currency (cont’d)

Exchange differences are recognised in profit or loss in the period in which they arise except for:

 

   

exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned or likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment.

On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such exchange differences are recognised in profit or loss in the period in which the foreign operation is disposed.

 

(f) Government grants

Government grants are assistance by the government in the form of transfers of resources to the Group in return for past or future compliance with certain conditions relating to the operating activities of the entity. Government grants include government assistance where there are no conditions specifically relating to the operating activities of the Group other than the requirement to operate in certain regions or industry sectors.

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and the grants will be received.

Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire long-term assets are recognised as deferred income in the balance sheet and recognised as income on a systematic and rational basis over the useful lives of the related assets.

Other government grants are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised as income of the period in which it becomes receivable.

 

(g) Income tax

Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax

Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, branches and associates, and interests in joint ventures except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

 

10


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

3. Significant accounting policies (cont’d)

 

(g) Income tax (cont’d)

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company/Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess.

 

(h) Inventories

Inventories are valued at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventory on hand by the method most appropriate to each particular class of inventory, with the majority being valued on a first in first out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale.

 

(i) Leased assets

Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases. Operating lease payments are recognised as an expense on a straight-line basis over the lease term.

 

(j) Property, plant and equipment

Plant and equipment, leasehold improvements and equipment under finance lease are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition.

Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated on a straight line basis so as to write off the net cost of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period, with the effect of any changes recognised on a prospective basis.

 

(k) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cashflows estimated to settle the present obligation, its carrying amount is the present value of those cashflows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Warranties

Provisions for warranty costs are recognised at the date of sale of the relevant products, at the directors’ best estimate of the expenditure required to settle the Group’s obligation.

 

11


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

3. Significant accounting policies (cont’d)

 

(l) Revenue

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, stock rotation, price protection, rebates and other similar allowances.

Sale of goods

Revenue from the sale of goods is recognised when all the following conditions are satisfied:

 

   

the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

 

   

the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

   

the amount of revenue can be measured reliably;

 

   

it is probable that the economic benefits associated with the transaction will flow to the entity; and

 

   

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised by reference to the stage of completion of the service.

Interest revenue

Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

 

(m) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

 

  i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or

 

  ii. for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

 

(n) Intangible assets

Research and development costs

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

4. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described in note 3, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

5. Revenue by region

The total revenues for the business was $18.0 million for the year ended 31 December 2007.

Revenue from external customers by geographic locations is as follows; $4.8 million from Australia and $13.2 million from United States.

 

12


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

6. Revenue

An analysis of the Group’s revenue for the year, is as follows:

 

     Consolidated
     2007
$’000

Revenue from the sale of goods

   13,488

Revenue from the rendering of services

   3,534

Other

   978
    
   18,000

Interest revenue:

  

Bank deposits

   149
    
   149

Other

   55
    
   18,205
    

7. Profit for the year

(a) Gains and losses

Profit for the year has been arrived at after crediting the following gains and losses:

 

     Consolidated
     2007
$’000

Net foreign exchange losses

   615
    
   615
    

(b) Other expenses

Profit for the year includes the following expenses:

 

     2007
$’000

Operating lease rental expenses:

  

Minimum lease payments

   145
    

Employee benefit expense:

  

Post employment benefits:

  

Defined contribution plans

   188

Other employee benefits

   2,937
    
   3,125
    

 

13


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

8. Income taxes

Income tax recognised in profit or loss

 

     Consolidated  
     2007
$’000
 

Tax expense comprises:

  

Current tax expense

   2,030  

Deferred tax expense/(income) relating to the origination and reversal of temporary differences

   (455 )
      

Total tax expense/(income)

   1,575  
      

The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense in the financial statements as follows:

 

     Consolidated  
     2007
$’000
 

Profit from operations

   5,708  

Income tax expense calculated at 30%

   1,712  

Non-deductible expenses

   6  

Research and development claim

   (143 )
      
   1,575  
      

The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period.

Current tax assets

 

     Consolidated
     2007
$’000

Current tax assets

  

Income tax refund due

   189
    

 

14


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

8. Income taxes (cont’d)

Deferred tax balances

Deferred tax assets/(liabilities) arise from the following:

 

2007

   Consolidated  
   Opening
balance

$’000
    Charged to
income

$’000
    Closing
balance

$’000
 
      

Temporary differences

      

Cash and cash equivalents

   (240 )   206     (34 )

Trade and other receivables

   (302 )   245     (57 )

Inventories

   —       16     16  

Trade and other payables

   20     45     65  

Provisions

   127     (9 )   118  

Other liabilities

   189     (48 )   141  
                  
   (206 )   455     249  
                  

9. Trade and other receivables

 

     Consolidated  
     2007
$’000
 

Trade receivables (i)

   4,591  

Allowance for doubtful debts

   (364 )
      
   4,227  

Other

   9  
      
   4,236  
      

 

(i) The average credit period on sales of goods is 60 days. No interest is charged on the trade receivables. An allowance has been made for estimated irrecoverable trade receivable amounts arising from the past sale of goods, determined by reference to past default experience. During the current financial year, the allowance for doubtful debts increased by $364 thousand in the Group. This movement was recognised in profit for the year.

 

15


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

10. Inventories

 

     Consolidated
     2007
$’000

Components at cost

   1,709

 

11. Other financial assets

 

     Consolidated
     2007
$’000

Current

  

Other financial assets at cost

   46

 

12. Property, plant and equipment

 

     Consolidated
     Freehold
land

at cost
$’000
   Buildings
at cost
$’000
   Leasehold
improvements
at cost

$’000
   Plant and
equipment
at cost
$’000
   Equipment
under finance
lease at cost
$’000
   Total
$’000

Gross carrying amount

                 

Balance at 1 January 2007

   110    217    —      377    —      704

Additions

   —      1    —      153    —      154

Disposals

   —      —      —      —      —      —  

Other

   —      —      —      —      —      —  
                             

Balance at 31 December 2007

   110    218    —      530    —      858
                             

Accumulated depreciation/ amortisation and impairment Balance at 1 January 2007

   —      51    —      187    —      238

Disposals

   —      —      —      —      —      —  

Depreciation expense

   —      6    —      76    —      82

Other

   —      —      —      —      —      —  
                             

Balance at 31 December 2007

   —      57    —      263    —      320
                             

Net book value

                 

As at 1 January 2007

   110    166    —      190    —      466
                             

As at 31 December 2007

   110    161    —      267    —      538
                             

The following useful lives are used in the calculation of depreciation:

 

Buildings   40 years
Plant and equipment   3 – 7 years

Aggregate depreciation allocated, whether recognised as an expense or capitalised as part of the carrying amount of other assets during the year:

 

     Consolidated
     2007
$

Buildings

   6

Leasehold improvements

   —  

Plant and equipment

   76

Equipment under finance lease

   —  
    
   82
    

 

13. Other assets

 

     Consolidated
     2007
$’000

Current

  

Prepayments

   68

Other

   6
    
   74
    

 

16


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

14. Trade and other payables

 

     Consolidated
     2007
$’000

Trade payables (i)

   517

Goods and services tax payable

   47

Accrued Liabilities

   335
    
   899
    

 

(i) The average credit period on purchases is 30 days. No interest is charged on the trade payables. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.

15. Provisions

 

     Consolidated
     2007
$’000

Current

  

Employee benefits

   281

Warranty (i)

   30
    
   311
    

Non-current

  

Employee benefits

   123
    
   123
    

 

     Consolidated
     Warranty (i)
$’000

Balance at 1 January 2007

   22

Additional provisions recognised

   8
    

Balance at 31 December 2007

   30
    

 

(i) The provision for warranty claims represents the present value of the directors’ best estimate of the future outflow of economic benefits that will be required under the Group’s 2 year warranty program for hardware equipment. The estimate has been made on the basis of historical warranty trends and may vary as a result of new materials, altered manufacturing processes or other events affecting product quality.

16. Other liabilities

 

     Consolidated
     2007
$’000

Current

  

Deferred Revenues

   2,366

 

17


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

17. Issued capital

 

     Consolidated
     2007
$’000

2 fully paid ordinary shares

   —  

Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the company does not have a limited amount of authorised capital and issued shares do not have a par value.

 

     2007
       No.        $  
Fully paid ordinary shares      

Balance at beginning of financial year

   2    2
         

Balance at end of financial year

   2    2
         

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

18. Retained earnings

 

     Consolidated  
     2007
$’000
 

Balance at beginning of financial year

   21,586  

Net profit

   4,133  

Dividends provided for or paid (note 19)

   (21,015 )
      

Balance at end of financial year

   4,704  
      

19. Dividends

 

     2007
     $’000 per
share
   Total
$’000
Recognised amounts:      

Interim dividend paid on fully paid ordinary shares fully franked at a 30% tax rate

   10,508    21,015
         

 

18


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

20. Leases

Operating leases

Leasing arrangements

The 2 operating leases relate to office and office/warehouse facilities with lease terms of between 6 to 7 years, with an option to extend for a further 10 years (there are two 5-year renewal options) for the lease relating to the office/warehouse facility. All operating lease contracts contain market review clauses in the event that the Company exercises its option to renew. The Company does not have an option to purchase the leased asset at the expiry of the lease period.

 

Non-cancellable operating lease commitments   
     Consolidated
     2007
$’000

Not longer than 1 year

   171

Longer than 1 year and not longer than 5 years

   572
    
   743
    

 

21. Subsidiaries

 

Name of entity

   Country of incorporation    Ownership interest
2007

%
Parent entity      

Quest Retail Technology Pty Ltd

   Australia   

Subsidiaries

     

Quest Retail Technology Inc

   United States    100

Quest POS Ltd

   United Kingdom    100

22. Notes to the cash flow statement

(a) Reconciliation of cash and cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:

 

     Consolidated
     2007
$’000

Cash and cash equivalents

   1,362

(b) Non-cash financing and investing activities

The only non-cash financing and investing activities which occured during the financial year was the settlement of the receivables related to Quest Resources Pty Ltd ($18,532 million). This was settled through the dividend distribution.

 

19


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

22. Notes to the cash flow statement (cont’d)

(c) Reconciliation of profit for the period to net cash flows from operating activities

 

     Consolidated  
     2007
$’000
 

Profit for the year

   4,133  

Depreciation and amortisation

   82  

Interest income received and receivable

   (149 )

Increase/(decrease) in current tax liability

   (615 )

Increase/(decrease) in deferred tax balances

   (455 )

Changes in net assets and liabilities, net of effects from acquisition and disposal of businesses:

  

(Increase)/decrease in assets:

  

Trade and other receivables

   (4,716 )

Inventories

   (925 )

Other assets

   32  

Increase/(decrease) in liabilities:

  

Trade and other payables

   380  

Provisions

   (40 )

Other liabilities

   1,692  
      

Net cash used in operating activities

   (581 )
      

23. Financial instruments

(a) Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return through the optimization of the debt and equity balance.

The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders, comprising issued capital and retained earnings as disclosed in notes 17 and 18 respectively.

(b) Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3 to the financial statement.

(c) Categories of financial instruments

 

     Consolidated

Financial assets

   2007
$’000

Loans and receivables (including cash and cash equivalents)

   5,598
    

At the reporting date there are no significant concentrations of credit risk. The carrying amount disclosed in this note represents the Group’s maximum exposure to credit risk for such receivables.

(d) Market risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (refer note 3 (d)). The Group does not enter into any derivative financial instruments to manage its exposure to interest rate and foreign currency risk.

(e) Foreign currency risk management

The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. The Group does not manage these exchange rate exposures.

The carrying amount of the Group’s foreign currency denominated monetary items at the reporting date is as follows:

 

     Assets
2007
$’000

US dollars

   4,115
    

 

20


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

23. Financial instruments (cont’d)

(f) Foreign currency sensitivity

The Group is mainly exposed to US dollars (USD).

The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian Dollar against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number indicates an increase in profit or loss where the Australian Dollar strengthens against the respective currency.

 

     USD Impact
     Consolidated
     2007
$’000

Profit and loss

   412

(g) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by Management.

Trade receivables consist of a large number of customers, spread across various geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

(h) Liquidity risk management

The Group manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

Liquidity and interest risk tables

The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of the financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instruments included in the maturity analysis which are not included in the carrying amount of the financial liability on the balance sheet.

 

     Weighted average
effective interest

rate %
   Less
than
1 year
   Adjustment
$’000
   Total
$’000

Non-interest bearing

   —      899    —      899

The following table details the Group’s expected maturity for its non-derivative financial assets. The table below have been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where the Group anticipates that the cash flow will occur in a different period. The adjustment column represents the possible future cash flows attributable to the instrument included in the maturity analysis which are not included in the carrying amount of the financial asset on the balance sheet.

 

     Weighted average
effective interest

rate %
    Less
than 1
year
   Adjustment
$’000
   Total
$’000

Non-interest bearing (receivables)

   —       4,236    —      4,236

Variable interest rate (cash and investments)

   6.0 %   1,408    —      1,408

 

21


Quest Retail Technology Pty Ltd

Notes to the financial statements

 

24. Key management personnel compensation

The aggregate compensation made to directors and other members of key management personnel of the company and the Group is set out below:

 

     Consolidated
     2007
$’000

Short-term employee benefits

   150

Post-employment benefits

   62
    
   212
    

25. Related party transactions

Transactions between the Group and its related parties

During the financial year, the following transactions occurred between the Group and its other related parties:

The Group loaned funds to a related party (Quest Resources Pty Ltd) which was another Corporation owned by the sole Shareholder of Quest Retail Technology Pty Ltd. These funds were loaned to this other corporation at a interest free rate. These loans were repaid in full prior to the Groups year end, December 31, 2007 (refer note 22(b)). The related party does not form Part of the consolidated group.

26. Remuneration of auditors

 

     Consolidated
     2007
$

Auditor of the parent entity

  

Audit or review of the financial report

   70,000
    
   70,000
    

The auditor of Quest Retail Technology Pty Ltd is Deloitte Touche Tohmatsu.

27. Bank Guarantee

As of December 31, 2007, the Group had a bank guarantee in the amount of $200,000 for Automatic Data Processing Limited. This guarantee is for payroll and payroll related costs incurred by the Group.

28. Subsequent events

On January 3, 2008, Radiant Systems Inc. acquired the share capital of Quest Retail Technology Pty Ltd. As a result of this acquisition, a final dividend payment will be distributed to the sole shareholder. The final dividend will be distributed after 31 December 2007.

 

22

EX-99.2 4 dex992.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited pro forma condensed combined financial information

Exhibit 99.2

RADIANT SYSTEMS, INC.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Basis of Presentation

This unaudited pro forma combined balance sheet has been prepared as if the acquisition of Quest had taken place on December 31, 2007. The unaudited pro forma combined statement of earnings for the year ended December 31, 2007, has been prepared as if the acquisition had taken place on January 1, 2007. Radiant Systems, Inc. (“Radiant”) has a fiscal year end of December 31.

The unaudited pro forma combined financial statements have been prepared by Radiant based upon certain assumptions as disclosed in the accompanying footnotes. The unaudited pro forma combined financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of the financial position or future results of operations of Radiant, or of the financial position or results of operations of Radiant that would have actually occurred had the acquisition been in effect as of the date or for the period presented. Furthermore, the allocation of the purchase price is preliminary and subject to further revision.

The unaudited pro forma combined financial statements should be read in conjunction with Radiant’s separate historical financial statements and notes, the historical financial statements and notes of the operations of Quest contained elsewhere in this filing, and in conjunction with the related notes to these unaudited pro forma combined financial statements. In management’s opinion, all adjustments necessary to reflect the effect of this transaction have been made.

RADIANT SYSTEMS, INC.

Unaudited Pro Forma Combined Balance Sheet

As of December 31, 2007

(In Thousands)

 

     Historical
Radiant
(1)
    Quest
(2)
   Pro Forma
Adjustments
(3)
    Pro Forma
Radiant
 
ASSETS          

CURRENT ASSETS

         

Cash and cash equivalents

   $ 29,940     $ 1,194      —       $ 31,134  

Accounts receivable, net of allowance for doubtful accounts

     43,057       —        —         43,057  

Inventories, net

     30,494       1,498      —         31,992  

Other current assets

     10,138       271      —         10,409  
                               

Total current assets

     113,629       2,963      —         116,592  

PROPERTY AND EQUIPMENT, net

     14,184       472      —         14,656  

SOFTWARE DEVELOPMENT COSTS, net

     7,231       —        —         7,231  

GOODWILL

     62,386       —        26,590 (c)     88,976  

INTANGIBLES, net

     20,650       —        28,300 (c)     48,950  

OTHER LONG-TERM ASSETS, net

     3,879       218      —         4,097  
                               
   $ 221,959     $ 3,653    $ 54,890     $ 280,502  
                               

LIABILITIES AND SHAREHOLDERS' EQUITY

         

CURRENT LIABILITIES

         

Current portion of long-term debt and capital lease payments

   $ 8,420     $ —      $ (2,672 )(d)   $ 5,748  

Accounts payable

     21,317       788      1,300  (a)     23,405  

Accrued liabilities

     18,427       273      —         18,700  

Client deposits and unearned revenue

     13,745       2,074      —         15,819  
                               

Total current liabilities

     61,909       3,135      (1,372 )     63,672  

LONG-TERM DEBT, LINE OF CREDIT AND CAPITAL LEASE PAYMENTS, net of current portion

     13,518       —        56,672       70,190  

OTHER LONG-TERM LIABILITIES

     4,576       108      —         4,684  
                               

Total liabilities

     80,003       3,243      55,300       138,546  
                               

SHAREHOLDERS' EQUITY

       —        —         —    

PREFERRED STOCK, no par value; 5,000 shares authorized, none issued

     —         —        —         —    

COMMON STOCK, no par value; 100,000 shares authorized, 31,930 shares issued and outstanding

     —         —        —         —    

ADDITIONAL PAID-IN CAPITAL

     150,924       —        —         150,924  

ACCUMULATED (DEFICIT) RETAINED EARNINGS

     (10,711 )     410      (410 )(b)     (10,711 )

ACCUMLATED OTHER COMPREHENSIVE INCOME

     1,743       —        —         1,743  
                               

Total sharholders' equity (deficit)

     141,956       410      (410 )     141,956  
                               
   $ 221,959     $ 3,653    $ 54,890     $ 280,502  
                               

 

Note 1. Unaudited Pro Forma Combined Balance Sheet: The unaudited pro forma combined balance sheet gives effect to the acquisition as if these events had occurred as of December 31, 2007.

 

  1. The amounts in this column are derived from the consolidated balance sheet of Radiant as of December 31, 2007 in the audited historical consolidated financial statements of Radiant Systems, Inc.
  2. The amounts in this column are derived from the consolidated balance sheet of Quest Retail Technology Pty Ltd and its subsidiaries as of December 31, 2007 as reported in the audited historical consolidated financial statements of Quest included herein. The presentation of the audited financial statements is in accordance with International Financial Reporting Standards. These amounts would not have been significantly different under United States Generally Accepted Accounting Standards. Additionally, the amounts from the audited financial statements have been translated into United States Dollars from Australian Dollars based on the spot rate on December 31, 2007. Accounts receivable of approximately $3.7 million has been removed from the Quest balance sheet as they were not included in the asset purchase agreement and are non-recourse in nature. Accumulated retained earnings have also been adjusted accordingly.
  3. Total consideration for the purchase of Quest was approximately $56 million and consisted of approximately $54 million in cash and the assumption of certain liabilities and direct expenses Radiant incurred related to the acquisition (a portion of which was capitalized on Radiant’s historical financial statements at December 31, 2007).

 

     In addition, on January 2, 2008, Radiant entered into a Credit Agreement (as described in the Form 8-K filed on January 8, 2008). Upon the entering of such agreement, Radiant obtained cash of $75 million under this facility. These monies were used to extinguish a portion of Radiant’s outstanding debt under other facilities in addition to utilizing the cash for the purchase of Quest.

 

     The pro forma adjustments in this column reflect the following:

 

  (a) Estimate of direct expenses incurred in connection with the acquisition of Quest by Radiant subsequent to December 31, 2007.
  (b) Adjustments to remove historical Quest stockholders’ equity.
  (c) Total consideration for the purchase of Quest was approximately $56 million and consisted of approximately $54 million in cash. The adjustment to goodwill represents a preliminary estimate of the excess of the purchase price over the fair value of the tangible and identifiable intangible assets of Quest. Based on preliminary information, the intangible assets acquired consist of reseller and direct customer relationships and contracts (ten year estimated useful life), developed technology (ten year estimated useful life) and trademarks (indefinite useful life). Radiant Systems, Inc. will complete a full valuation of the assets acquired. Upon completion of this valuation, the amounts ascribed to goodwill and intangible assets shown in the pro forma financial statements may change along with the estimated useful life of such intangible assets. Any such revision could have a significant impact on depreciation and amortization, interest expense and income taxes.
  (d) Credit agreement entered into by Radiant resulted in $75 million of cash. $19.2 million of this cash was utilized to payoff other debt facilities that were outstanding as of December 31, 2007. Total consideration for the purchase of Quest was approximately $56 million.


RADIANT SYSTEMS, INC.

Unaudited Pro Forma Combined Statement of Earnings

For the Year Ended December 31, 2007

(In Thousands)

 

     Historical
Radiant
(1)
    Quest
(2)
    Pro Forma
Adjustments
(3)
    Pro Forma
Radiant
 

REVENUES

        

System sales

   $ 145,322     $ 11,316     $ —       $ 156,638  

Client support, maintenance and services

     107,876       3,786       —         111,662  
                                

Total revenues

     253,198       15,102       —         268,300  
                                

COST OF REVENUES

        

System sales

     76,547       5,003       —         81,550  

Client support, maintenance and services

     64,514       2,103       —         66,617  
                                

Total cost of revenues

     141,061       7,106       —         148,167  
                                

Gross profit

     112,137       7,996       —         120,133  

OPERATING EXPENSES

        

Product development

     23,437       550       —         23,987  

Sales and marketing

     28,851       1,132       —         29,983  

Depreciation of fixed assets

     4,147       69       —         4,216  

Amortization of intangible assets

     4,301       —         2,090 (a)     6,391  

Other non-recurring gains and charges

     67       —         —         67  

General and administrative

     28,058       1,628       —         29,686  
                                

Total operating expenses

     88,861       3,379       2,090       94,330  
                                

Income from operations

     23,276       4,617       (2,090 )     25,803  

OTHER (EXPENSE) INCOME

     (2,611 )     171       (4,376 )(b)     (6,816 )
                                

INCOME FROM OPERATIONS BEFORE INCOME TAX PROVISION

     20,665       4,788       (6,466 )     18,987  

INCOME TAX (PROVISION) BENEFIT

     (8,822 )     (1,321 )     2,337       (7,806 )
                                

NET INCOME

   $ 11,843     $ 3,467     $ (4,129 )   $ 11,181  
                                

BASIC INCOME PER SHARE

   $ 0.38         $ 0.36  
                    

DILUTED INCOME PER SHARE

   $ 0.36         $ 0.34  
                    

WEIGHTED AVERAGE SHARES OUTSTANDING

        

Basic

     31,373           31,373  
                    

Diluted

     33,160           33,160  
                    

 

Note 2. Unaudited Pro Forma Combined Statement of Earnings: The unaudited pro forma combined statement of earnings gives effect to the acquisition as if these events had occurred as of January 1, 2007.

 

  1. The amounts in this column represent the consolidated results of operations of Radiant Systems, Inc. for the year ended December 31, 2007, as reported in the historical consolidated financial statements of Radiant Systems, Inc.
  2. The amounts in this column are derived from the consolidated statements of Quest Retail Technology Pty Ltd and its subsidiaries as of December 31, 2007 as reported in the audited historical consolidated financial statements of Quest and included herein. Certain reclassifications were made in order to conform to Radiant’s statement of earnings presentation. The presentation of the audited financial statements is in accordance with International Financial Reporting Standards. These amounts would not have been significantly different under United States Generally Accepted Accounting Standards. Additionally, the amounts from the audited financial statements have been translated into United States Dollars from Australian Dollars based on the average spot rate for the calendar year 2007.
  3. The pro forma adjustments in this column reflect the following:
  a. The pro forma adjustment for amortization of intangible assets estimated at $2.1 million for December 31, 2007 is calculated by estimating the amount of amortization for the period using the estimated fair values and estimated useful lives for the following intangible assets: reseller and direct customer relationships and contracts (ten year estimated useful life) and developed technology (ten year estimated useful life). Radiant will complete a full valuation of the assets acquired. Upon completion of this valuation, the amounts ascribed to goodwill and intangible assets shown in the pro forma financial statements may change along with the estimated useful life of such intangible assets. Any such revision could have a significant impact on depreciation and amortization, interest expense and income taxes.
  b. The increase in interest expense is attributable to the credit agreement that Radiant entered into on January 2, 2008. Loans under the credit agreement bear interest at the prime rate plus one half of one percent plus an additional rate of interest that varies between 0.25% and 1.00% depending upon Radiant’s consolidated leverage ratio.
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