RADIANT SYSTEMS INC ITEM 1A RISK FACTORS In addition to the other information contained in this report, the following risks should be considered carefully in evaluating Radiant and its business |
The Company has generated operating losses in the past and an investment in the Company’s common stock is extremely speculative and involves a high degree of risk |
The Company anticipates that completing its products under development, and marketing existing products and new releases will require additional ongoing expenditures, while the majority of the Company’s revenues are not guaranteed |
Accordingly, an investment in the Company’s common stock is extremely speculative in nature and involves a high degree of risk |
The Company’s revenues are significantly concentrated in the convenience store and the hospitality markets and the demand for the Company’s products and services in these markets could be disproportionately affected by instability or a downturn in either market |
Approximately 34prca, 40prca and 55prca of the Company’s total revenues for the years ended December 31, 2005, 2004 and 2003, respectively, were attributed to the convenience store market and approximately 54prca, 44prca and 21prca of the Company’s total revenues for the years ended December 31, 2005, 2004 and 2003, respectively, were attributed to the hospitality market |
The hospitality and convenience store markets are affected by a variety of factors, including global and regional instability, governmental policy and regulation, political instability, natural disasters, environmental and health disasters, consumer buying habits, consolidation in the petroleum industry, war, terrorism and general economic conditions |
Adverse developments in either market could materially and adversely affect the Company’s business, operating results and financial condition |
In addition, the Company believes the purchase of its products is relatively discretionary and generally involves a significant commitment of capital, because purchases of the Company’s products are often accompanied by large scale hardware purchases |
As a result, demand for the Company’s products and services could be disproportionately affected by instability or downturns in the hospitality market and/or convenience store market which may cause clients to exit the industry or delay, cancel or reduce planned-for information management systems and software products |
The Company may be required to defer recognition of revenues on its software products, which may have a material adverse effect on its financial results |
The Company may be required to defer recognition of revenues for a significant period of time after entering into a license agreement for a variety of reasons, including: • transactions that include both currently deliverable software products and software products that are under development; • transactions where the client demands services that include significant modifications, customizations or complex interfaces that could delay product delivery or acceptance; • transactions that involve acceptance criteria that may preclude revenue recognition or if there are identified product-related issues, such as performance issues; and • transactions that involve payment terms or fees that depend upon contingencies |
Because of the factors listed above and other specific requirements under generally accepted accounting principles (“GAAP”) for software revenue recognition, the Company must have very precise terms in its license agreements in order to recognize revenue when it initially delivers software or performs services |
Although the Company has a standard form of license agreement that meets the criteria under GAAP for current revenue recognition on delivered elements, it negotiates and revises these terms and conditions in some transactions |
Negotiation of mutually acceptable terms and conditions can extend the sales cycle, and sometimes result in deferred revenue recognition well after the time of delivery or project completion |
Damage to the Company’s manufacturing site could limit its ability to operate its business |
The Company does not have redundant, multiple-site manufacturing capacity |
Therefore, damage to its manufacturing site from a natural disaster or other catastrophic event such as fire, flood, terrorist attack, power loss and other similar events could cause interruptions or delays in our manufacturing process or render us unable to accept and fulfill customer orders |
We have not established a formal disaster recovery plan and our business interruption insurance may not be adequate to compensate us for losses we may suffer |
11 ______________________________________________________________________ [40]Table of Contents The Company’s failure to manage its growth effectively could have a material adverse effect on the Company’s business, operating results and financial condition |
The growth in the size and complexity of the Company’s business and the expansion of its product lines and its client base may place a significant strain on the Company’s management and operations |
An increase in the demand for the Company’s products could strain the Company’s resources or result in delivery problems, delayed software releases, slow response time, or insufficient resources for assisting clients with implementation of the Company’s products and services, which could have a material adverse effect on the Company’s business, operating results and financial condition |
The Company anticipates that continued growth, if any, will require it to recruit, hire and assimilate a substantial number of new employees, including consulting, product development, sales and marketing, and administrative personnel |
The Company’s ability to compete effectively and to manage future growth, if any, will also depend on its ability to continue to implement and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage its work force, particularly its direct sales force and consulting services organization |
There can be no assurance that the Company will be able to manage any future growth, and any failure to do so could have a material adverse effect on the Company’s business, operating results and financial condition |
The Company may be unable to find suitable acquisition candidates and may not be able to successfully integrate acquired businesses into the Company’s operations |
As part of its operating history and growth strategy, the Company has acquired other businesses |
In the future, the Company may continue to seek acquisition candidates in selected markets and from time to time engage in exploratory discussions with suitable candidates |
There can be no assurance, however, that the Company will be able to identify and acquire targeted businesses or obtain financing for such acquisitions on satisfactory terms |
The process of integrating acquired businesses into the Company’s operations may result in unforeseen difficulties and may require a disproportionate amount of resources and management attention |
In particular, the integration of acquired technologies with the Company’s existing products could cause delays in the introduction of new products |
In connection with future acquisitions, the Company may incur significant charges to earnings as a result of, among other things, the write-off of purchased research and development |
Future acquisitions may be financed through the issuance of common stock, which may dilute the ownership of the Company’s shareholders, or through the incurrence of additional indebtedness |
Furthermore, there can be no assurance that competition for acquisition candidates will not escalate, thereby increasing the costs of making acquisitions or making suitable acquisitions unattainable |
The Company’s revenues and results of operations are difficult to predict and may fluctuate substantially from quarter to quarter, which could negatively affect the trading price of the Company’s common stock |
The Company’s revenues and results of operations are difficult to predict and may fluctuate substantially from quarter to quarter |
These fluctuations can adversely affect the Company’s business and the market price of its stock |
License revenues in any quarter depend substantially upon the Company’s total contracting activity and its ability to recognize revenues in that quarter in accordance with its revenue recognition policies |
The Company’s contracting activity is difficult to forecast for a variety of reasons, including the following: • the Company’s sales cycle is relatively long and varies as a result of the Company expanding its product line and broadening its software product applications to cover a client’s overall business; • the size of license transactions can vary significantly; • the possibility that economic downturns are characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs may substantially reduce contracting activity; • clients may unexpectedly postpone or cancel anticipated system replacements or new system evaluations due to changes in their strategic priorities, project objectives, budgetary constraints or management; • client evaluations and purchasing processes vary significantly from company to company, and a client’s internal approval and expenditure authorization process can be difficult and time consuming, even after selection of a vendor; • changes in the Company’s pricing policies and discount plans may affect client purchasing patterns; • the number, timing and significance of the Company’s and its competitors’ software product enhancements and new software product announcements may affect purchase decisions; 12 ______________________________________________________________________ [41]Table of Contents • the introduction of new research and development projects requires the Company to increase significantly its operating expenses to fund greater levels of product development and to develop and commercialize additional products and services; and • certain expenses, including those over which the Company exercises little or no control, such as health costs, compliance with new legislation, and property and liability insurance, may be difficult to manage |
In addition, the Company’s expense levels, operating costs and hiring plans are based on projections of future revenues and are relatively fixed |
If the Company’s actual revenues fall below expectations, its net income is likely to be disproportionately adversely affected |
Due to all of the foregoing factors, in some future quarters the Company’s operating results may fall below the expectations of securities analysts and investors |
In such event, the trading price of the Company’s common stock would likely be materially and adversely affected |
The Company is highly dependent on a limited number of clients, the loss of one or more of which could have a material adverse effect on its business, operating results and financial condition |
The Company sells systems and services to a limited number of large clients |
Approximately 20prca, 26prca and 29prca, of the Company’s revenues were derived from five clients during the years ended December 31, 2005, 2004 and 2003, respectively |
There can be no assurance that the loss of one or more of these clients will not have a material adverse effect on the Company’s business, operating results and financial condition |
The Company has traditionally depended on its installed client base for future revenues from services and licenses of other products |
If existing clients fail to renew their maintenance agreements, the Company’s revenues could decrease |
The maintenance agreements are generally renewable annually at the option of the clients and there are no mandatory payment obligations or obligations to license additional software |
Therefore, current clients may not necessarily generate significant maintenance revenues in future periods |
In addition, clients may not purchase additional products or services |
Any downturn in software license revenue could result in lower services revenues in future quarters |
The Company’s success will depend on its ability to develop new products and to adapt to rapid technological change |
The types of products sold by the Company are subject to rapid and continual technological change |
Products available from the Company, as well as from its competitors, have increasingly offered a wider range of features and capabilities |
The Company believes that in order to compete effectively in selected vertical markets, it must provide compatible systems incorporating new technologies at competitive prices |
To the extent the Company determines that new software and hardware technologies are required to remain competitive or our customers demand more advanced offerings, the development, acquisition and implementation of these technologies are likely to require significant capital investments by the Company |
To the extent that such expenses precede or are not subsequently followed by increased revenues, our business, results of operations and financial condition may be materially and adversely affected |
There can be no assurance that the Company will be able to continue funding research and development at levels sufficient to enhance its current product offerings or will be able to develop and introduce on a timely basis new products that keep pace with technological developments and emerging industry standards and address the evolving needs of clients |
There can also be no assurance that the Company will not experience difficulties that will result in delaying or preventing the successful development, introduction and marketing of new products in its existing markets or that its new products and product enhancements will adequately meet the requirements of the marketplace or achieve any significant degree of market acceptance |
Likewise, there can be no assurance as to the acceptance of Company products in new markets, nor can there be any assurance as to the success of the Company’s penetration of these markets, or to the revenue or profit margins with respect to these products |
The inability of the Company, for any reason, to develop and introduce new products and product enhancements in a timely manner in response to changing market conditions or client requirements could materially adversely affect the Company’s business, operating results and financial condition |
In addition, Radiant strives to achieve compatibility between the Company’s products and retail systems that management believes are or will become popular and widely adopted |
The Company invests substantial resources in development efforts aimed at achieving such compatibility |
Any failure by the Company to anticipate or respond adequately to technology or market developments could materially adversely affect the Company’s business, operating results and financial condition |
13 ______________________________________________________________________ [42]Table of Contents The Company operates in a highly competitive market and can make no assurance that it will be able to compete successfully against its current or future competitors |
The market for retail information systems is intensely competitive |
The Company believes the principal competitive factors in such market are product quality, reliability, performance and price, vendor and product reputation, financial stability, features and functions, ease of use, quality of support, and degree of integration effort required with other systems |
A number of companies offer competitive products addressing certain of the Company’s target markets |
In addition, the Company believes that new market entrants may attempt to develop fully integrated systems targeting the retail industry |
In the market for consulting services, the Company competes with various systems integrators |
Many of the Company’s existing competitors, as well as a number of potential new competitors, have significantly greater financial, technical and marketing resources than the Company |
There can be no assurance that the Company will be able to compete successfully against its current or future competitors or that competition will not have a material adverse effect on the Company’s business, operating results and financial condition |
Additionally, the Company competes with a variety of hardware and software vendors |
Some of the Company’s competitors may have advantages over the Company due to their significant worldwide presence, longer operating and product development history, and substantially greater financial, technical and marketing resources |
If competitors offer more favorable payment terms and/or more favorable contractual implementation terms or guarantees, the Company may need to lower prices or offer other favorable terms in order to compete successfully |
Any such changes would be likely to reduce margins |
The Company’s increased investment in the international market could expose it to risks in addition to those experienced in the United States |
The Company’s international revenues represented approximately dlra33dtta1 million or 19prca of the Company’s total revenues in 2005 and the Company will continue to invest in expanding its international operations |
The global reach of the Company’s business could cause it to be subject to unexpected, uncontrollable and rapidly changing events and circumstances in addition to those experienced in domestic locations |
The following factors, among others, present risks that could have an adverse impact on the Company’s business, operating results and financial condition: • Weaker protection of intellectual property rights; • The Company may be unable to replicate its previous international revenues; • Conducting business in currencies other than United States dollars subjects the Company to currency controls and fluctuations in currency exchange rates |
The Company may be unable to hedge the currency risk in some transactions because of uncertainty or the inability to reasonably estimate its foreign exchange exposure; • Increased cost and development time may be required to adapt the Company’s products to local markets; • The Company may lack experience in a particular geographic market; • Legal, regulatory, social, political, labor or economic conditions in a specific country or region, including loss or modification of exemptions for taxes and tariffs, and import and export license requirements may have a negative impact on the Company; and • Operating costs in many countries are higher than in the United States |
The loss of key personnel could have a material adverse effect on the Company |
The Company’s future success depends in part on the performance of its executive officers and key employees |
The Company does not have in place employment agreements with any of its executive officers |
The loss of the services of any of its executive officers or other key employees could have a material adverse effect on the business, operating results and financial condition of the Company |
In addition, the failure of Radiant to recruit and retain qualified accounting and finance personnel may result in excessive third party accounting and auditing costs and expenses in connection with compliance with the Sarbanes-Oxley Act, specifically in connection with Section 404 (internal control over financial reporting) |
14 ______________________________________________________________________ [43]Table of Contents The Company’s inability to attract, hire or retain the necessary technical and managerial personnel could have a material adverse effect on the Company’s business, operating results and financial condition |
The Company is heavily dependent upon its ability to attract, retain and motivate skilled technical and managerial personnel, especially highly skilled engineers involved in ongoing product development and consulting personnel who assist in the development and implementation of the Company’s total business solutions |
The market for such individuals is intensely competitive |
Due to the critical role of the Company’s product development and consulting staffs, the inability to recruit successfully or the loss of a significant part of its product development or consulting staffs could have a material adverse effect on the Company |
The software industry is characterized by a high level of employee mobility and aggressive recruiting of skilled personnel |
There can be no assurance that the Company will be able to retain its current personnel, or that it will be able to attract, assimilate or retain other highly qualified technical and managerial personnel in the future |
The inability to attract, hire or retain the necessary technical and managerial personnel could have a material adverse effect upon the Company’s business, operating results and financial condition |
The Company’s success and ability to compete is dependent upon its ability to protect its proprietary technology |
The Company’s success and ability to compete is dependent in part upon its ability to protect its proprietary technology |
The Company relies on a combination of patent, copyright and trade secret laws and non-disclosure agreements to protect this proprietary technology |
The Company enters into confidentiality and non-compete agreements with its employees and license agreements with its clients and potential clients, which limits access to and distribution of its software, documentation and other proprietary information |
There can be no assurance that the steps taken by the Company to protect its proprietary rights will be adequate to prevent misappropriation of its technology or that the Company’s competitors will not independently develop technologies that are substantially equivalent or superior to the Company’s technology |
In addition, the laws of some foreign countries do not protect the Company’s proprietary rights to the same extent as do the laws of the United States |
Certain technology used in conjunction with the Company’s products is licensed from third parties, generally on a non-exclusive basis |
The termination of any such licenses, or the failure of the third-party licensors to adequately maintain or update their products, could result in delay in the Company’s ability to ship certain of its products while it seeks to implement technology offered by alternative sources, and any required replacement licenses could prove costly |
While it may be necessary or desirable in the future to obtain other licenses relating to one or more of the Company’s products or relating to current or future technologies, there can be no assurance that the Company will be able to do so on commercially reasonable terms or at all |
The Company may have difficulty implementing its products, which could damage its reputation and its ability to generate new business |
Implementation of the Company’s software products can be a lengthy process, and commitment of resources by our clients is subject to a number of significant risks over which we have little or no control |
Delays in the implementations of any of the Company’s software products, whether by our business partners or us, may result in client dissatisfaction, disputes with customers, or damage to our reputation |
Significant problems implementing the Company’s software therefore can cause delays or prevent us from collecting fees for our software and can damage our ability to generate new business |
If the Company becomes subject to adverse claims alleging infringement of third-party proprietary rights, we may incur unanticipated costs and our competitive position may suffer |
The Company is subject to the risk that it is infringing on the proprietary rights of third parties |
Although we are not aware of any infringement by our technology on the proprietary rights of others and are not currently subject to any legal proceedings involving claimed infringements, we can make no assurances that we will not be subject to such third-party claims, litigation or indemnity demands and that these claims will not be successful |
If a claim or indemnity demand were to be brought against the Company, it could result in costly litigation or product shipment delays or force us to stop selling or providing such services or to enter into royalty or license agreements |
Errors or defects in the Company’s software products could diminish demand for our products, injure our reputation and reduce our operating results |
The Company’s software products are complex and may contain errors that could be detected at any point in the life of the product |
We cannot make any assurances that errors will not be found in new products or releases after shipment |
This could result in diminished demand for our products, delays in market acceptance and sales, diversion of development resources, injury to our reputation or increased service and warranty costs |
If any of these were to occur, our operating results could be adversely affected |
15 ______________________________________________________________________ [44]Table of Contents The Company’s acquisition of existing businesses and its failure to successfully integrate these businesses could disrupt our business, dilute our common stock and harm our financial condition and operating results |
In January 2004, the Company acquired substantially all of the assets of Aloha Technologies and certain affiliated entities and in April 2004, the Company acquired substantially all of the assets of E-Needs, Inc |
In October 2005, the Company acquired the shares of MenuLink Computer Solutions, Inc |
In January 2006, the Company acquired substantially all of the assets of Synchronics, Inc |
We intend to make future strategic acquisitions of complementary companies, products or technologies |
Such acquisitions could disrupt our business |
In addition, holdings in the Company would be diluted if we issue equity securities in connection with any acquisition, as we did in the transactions involving the acquisitions of Aloha, E-Needs, MenuLink and Synchronics |
Acquisitions involve numerous risks, including: • problems combining the acquired operations, technologies or products; • unanticipated costs or liabilities; • diversion of management’s attention; • adverse effects on existing business relationships with suppliers and customers; • risks associated with entering markets in which we have limited or no prior experience; and • potential loss of key employees, particularly those of the acquired organizations |
For example, until we actually assume operating control of the business assets and operation, it is difficult to ascertain the actual value or understand the potential liabilities of our acquisitions |
The Company may not be able to successfully integrate any business, technologies or personnel that it has acquired or that it might acquire in the future, and this could harm our financial condition and operating results |
The Company’s executive officers own a significant amount of the Company’s common stock and will be able to exercise significant influence on matters requiring shareholder approval |
The Company’s executive officers collectively owned approximately 16prca of the Company’s outstanding common stock as of February 23, 2006 |
Consequently, together they continue to be able to exert significant influence over the election of the Company’s directors, the outcome of most corporate actions requiring shareholder approval and the business of the Company |
The market price for the Company’s common stock is extremely volatile and the Company does not expect to pay dividends on its common stock in the foreseeable future |
The market price for the Company’s common stock has experienced substantial price volatility since its initial public offering in February 1997 and such volatility may continue in the future |
Quarterly operating results of the Company or of other companies participating in the computer-based products and services industry, changes in conditions in the economy, the financial markets of the computer products and services industries, natural disasters or other developments affecting the Company or its competitors could cause the market price of the common stock to fluctuate substantially |
In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many technology stocks in particular and that have often been unrelated or disproportionate to the operating performance of these companies |
For the foreseeable future, it is expected that earnings, if any, generated from the Company’s operations will be used to finance the growth of its business, and that no dividends will be paid to holders of the common stock |
16 ______________________________________________________________________ [45]Table of Contents The Company’s Articles of Incorporation contain anti-takeover provisions which could have the effect of making it more difficult for a third party to acquire control of the Company |
The Company’s Amended and Restated Articles of Incorporation authorize the Board of Directors to issue up to 5cmam000cmam000 shares of preferred stock and to fix the rights, preferences, privileges and restrictions, including voting rights, of the preferred stock without further vote or action by the Company’s shareholders |
The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future |
While the Company has no present intention to issue additional shares of preferred stock, such issuance, while providing desired flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of the Company |
For example, an issuance of preferred stock could: • adversely affect the voting power of the stockholders of our common stock; • make it more difficult for a third party to gain control of the Company; • discourage bids for the Company’s common stock at a premium; • limit or eliminate any payments that the stockholders of our common stock could expect to receive upon the Company’s liquidation; or • otherwise adversely affect the market price of our common stock |