##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 10-K



---



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2006



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 0-22065



---

RADIANT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 11-2749765                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                            |  |           
|------------------------------------------- |  | ----------
|3925 Brookside Parkway, Alpharetta, Georgia |  | 30022     
|(Address of principal executive offices)    |  | (Zip Code)

(770) 576-6000

(Registrants telephone number, including area code)



---

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value



---

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes ̈No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes ̈No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Large accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

As of June 30, 2006, the aggregate market value of the registrants common stock held by non-affiliates of the registrant was approximately $252.1 million
based on the closing sales price ($10.57) as reported on The NASDAQ National Market System. For the purpose of this response, officers, directors and holders of 10% or more of the registrants common stock are considered to be affiliates of the
registrant at that date.

As of February 16, 2007, there were 30,942,959 outstanding shares of the registrants no par value common stock.



---



---

##### Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrants definitive proxy statement to be delivered to shareholders in connection with the Registrants 2007 Annual Meeting of Shareholders
are incorporated by reference in response to Part III of this report.



---



---

##### Table of Contents

Table of Contents



|              |  |                                                                                                               |  |     
|------------- |  | ------------------------------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                                               |  | Page
|PART I        |  |                                                                                                               |  | 2   
|Item 1.       |  | Business                                                                                                      |  | 2   
|Item 1A.      |  | Risk Factors                                                                                                  |  | 11  
|Item 1B.      |  | Unresolved Staff Comments                                                                                     |  | 17  
|Item 2.       |  | Properties                                                                                                    |  | 18  
|Item 3.       |  | Legal Proceedings                                                                                             |  | 19  
|Item 4.       |  | Submission of Matters to a Vote of Security Holders                                                           |  | 19  
|              |  |                                                                                                              
|PART II       |  |                                                                                                               |  | 20  
|Item 5.       |  | Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |  | 20  
|Item 6.       |  | Selected Financial Data                                                                                       |  | 22  
|Item 7.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                         |  | 23  
|Item 7A.      |  | Quantitative and Qualitative Disclosures about Market Risk                                                    |  | 36  
|Item 8.       |  | Financial Statements and Supplementary Data                                                                   |  | 36  
|Item 9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                          |  | 79  
|Item 9A.      |  | Controls and Procedures                                                                                       |  | 79  
|Item 9A(T)    |  | Controls and Procedures                                                                                       |  | 79  
|Item 9B.      |  | Other Information                                                                                             |  | 81  
|              |  |                                                                                                              
|PART III      |  |                                                                                                               |  | 82  
|Item 10.      |  | Directors and Executive Officers of the Registrant                                                            |  | 82  
|Item 11.      |  | Executive Compensation                                                                                        |  | 82  
|Item 12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                |  | 82  
|Item 13.      |  | Certain Relationships and Related Transactions                                                                |  | 82  
|Item 14.      |  | Principal Accountant Fees and Services                                                                        |  | 82  
|              |  |                                                                                                              
|PART IV       |  |                                                                                                               |  | 83  
|Item 15.      |  | Exhibits and Financial Statement Schedules                                                                    |  | 83  
|              |  |                                                                                                              
|EXHIBIT INDEX |  |                                                                                                               |  | 84  
|              |  |                                                                                                              
|SIGNATURES    |  |                                                                                                               |  | 87  
|              |  |                                                                                                              
|EX-10.17      |  | (2006 Short-Term Incentive Plan of John H. Heyman)                                                            |  |     
|              |  |                                                                                                              
|EX-10.18      |  | (2006 Short-Term Incentive Plan of Alon Goren)                                                                |  |     
|              |  |                                                                                                              
|EX-10.19      |  | (2006 Short-Term Incentive Plan of Mark E. Haidet)                                                            |  |     
|              |  |                                                                                                              
|EX-10.20      |  | (2006 Short-Term Incentive Plan of Andrew S. Heyman)                                                          |  |     
|              |  |                                                                                                              
|EX-21.1       |  | (Subsidiaries of the registrant)                                                                              |  |     
|              |  |                                                                                                              
|EX-23.1       |  | (Consents of experts and counsel)                                                                             |  |     
|              |  |                                                                                                              
|EX-31.1       |  | (Certification required under Section 302 of the Sarbanes-Oxley Act of 2002)                                  |  |     
|              |  |                                                                                                              
|EX-31.2       |  | (Certification required under Section 302 of the Sarbanes-Oxley Act of 2002)                                  |  |     
|              |  |                                                                                                              
|EX-32         |  | (Certifications required under Section 906 of the Sarbanes-Oxley Act of 2002)                                 |  |     



---

##### Table of Contents

Caution Regarding Forward-Looking Statements

This Annual Report on Form 10-K of Radiant Systems, Inc. and its subsidiaries (Radiant, Company, we, us, or our) contains forward-looking statements. All
statements in this Annual Report on Form 10-K, including those made by the management of Radiant, other than statements of historical fact, are forward-looking statements. Examples of forward-looking statements include statements regarding
Radiants future financial results, operating results, business strategies, projected costs, products, competitive positions, managements plans and objectives for future operations, and industry trends. These forward-looking statements
are based on managements estimates, projections and assumptions as of the date hereof and include the assumptions that underlie such statements. Forward-looking statements may contain words such as may, will,
should, could, would, expect, plan, anticipate, believe, estimate, predict, potential, and continue, the negative of
these terms, or other comparable terminology. Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed below and in the section titled Risk
Factors. Other risks and uncertainties are disclosed in Radiants prior Securities and Exchange Commission (SEC) filings. These and many other factors could affect Radiants future financial condition and operating results and could
cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by Radiant or on its behalf. Radiant undertakes no obligation to revise or update any forward-looking statements.

The following information should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial
Statements included in this Annual Report.



1



---

##### Table of Contents

PART I



|ITEM 1. | BUSINESS
|------- | --------

General

Founded in 1985 and headquartered in Alpharetta, Georgia, Radiant Systems, Inc. (the Company or Radiant) is a leading provider of innovative
technology focused on the development, installation and delivery of solutions for managing site operations of hospitality and retail industries.

Radiant
focuses on delivering site management systems, including point-of-sale (POS), self-service kiosk and back-office systems, site management technology, customer loyalty programs, electronic gift card management, comprehensive reporting and systems
management, and centralized data management designed specifically for the Companys two reportable segments: (i) Hospitality, and (ii) Retail. Prior to 2006, the Company operated in three primary segments: (i) Hospitality,
(ii) Petroleum and Convenience Retail, and (iii) Entertainment. However, effective January 1, 2006, the Company made the decision to condense its business into two reportable segments. These changes were made in order to increase
managements accountability for revenue growth and operating performance. For selected financial information about our business segments, see Note 14 to the consolidated financial statements contained elsewhere in this report. Radiants
site management solutions include software products, site hardware, professional services and support services. Each product can be purchased independently or as a suite of integrated products to address the customers specific business needs.
These products enable operators to drive top-line growth and improve bottom-line performance.

Radiant offers best-of-breed solutions designed for ease of
integration with operators existing infrastructures. Radiants site management technology enables hospitality and retail operators to improve customer service while reducing costs. Radiant believes its approach to site management is
unique in that its product solutions provide visibility and control at the site, field and headquarters levels. Additionally, Radiant focuses on addressing the unique requirements of the highly specialized environments in which its customers
operate. These environments require a high degree of reliability, specialized functionality and peripheral compatibility. Using Radiants point-of-sale, customer self-service and back-office technology, businesses are able to improve customer
service and loyalty, improve speed of service, increase revenue per transaction, and reduce fraud and shrink. Radiants full line of open, standards-based site management hardware allows operators to leverage advanced technology built
specifically for the environment in which they operate.

Management believes its current generation of point-of-sale and customer self-service products,
which utilize Microsoft Windows 2000, Windows XP, Windows XP Embedded and Windows CE operating systems, represents an innovative platform based on an open, modular software and hardware architecture that offers increased functionality and stability
compared to other systems in the marketplace, at a lower total cost of ownership.

In January 2004, Radiant completed the split-off of its enterprise
software business, now known as BlueCube Software, to Erez Goren, the Companys former Co-Chairman of the Board and Co-Chief Executive Officer. Radiant retained the right to sell and market the Enterprise Productivity Suite, including
functionality such as workforce and supply chain management, through a reseller agreement with BlueCube Software. The disposition of the Enterprise segment has allowed the Company to focus its efforts on better serving its core markets and
increasing its market penetration. This disposition significantly improved the Companys profits and cash flow.

Also in 2004, Radiant completed the
acquisitions of Aloha Technologies (Aloha), a leading provider of point-of-sale systems for the hospitality industry, and E-Needs, the leading provider of Film Management software and services in the North American exhibition industry.
These were strategic acquisitions to assist in developing Radiants Hospitality segment.

In October 2005, Radiant acquired MenuLink Computer
Solutions, Inc. (MenuLink), one of the largest independent suppliers of back-office software for the hospitality industry. The acquisition of MenuLink enables Radiant to deliver a tightly integrated solution linking Radiant hardware
devices and Aloha POS® applications to the open
architecture and feature set of MenuLinks back-office software. This combination creates an end-to-end solution designed to help operators minimize operational costs and maximize profits. The Company reports the operations of the MenuLink
business under the Hospitality segment.

In January 2006, Radiant extended its reach into the retail industry by acquiring substantially all of the assets
of Synchronics, Inc. (Synchronics), a leading provider of business management and point-of-sale software for the retail market. Synchronics has an experienced team which has developed an outstanding set of products that are distributed
through a national network of dealer partners. Through the combination of Radiant and Synchronics product lines and services, the Company will bring tightly integrated, high value product and service offerings to the marketplace. The Company reports
the operations of the Synchronics business under the Retail segment.

To the extent that Radiant believes acquisitions, joint ventures and business
partnerships can better position it to serve its current segments, it will continue to pursue such opportunities in the future.



2



---

##### Table of Contents

Hospitality Segment

Radiant provides solutions to meet the unique needs of various industries within its Hospitality segment, including fast food/quick service restaurants, table service restaurants and entertainment operators. Radiants hospitality
solutions encompass point-of-sale systems and integrated back-office systems, self-service kiosks, site management technology, customer loyalty programs, electronic gift card management, comprehensive reporting and systems management, and
centralized data management. Radiants solutions can be implemented and integrated with existing technology or deployed as an end-to end system.

Food
service operators today face a highly competitive and challenging environment, in which consumers demand convenience and great service and have an increasing number of dining options at their disposal. To meet these challenges, food service
operators require new technology that enables them to improve speed of service, manage site operations more efficiently, and reduce the total cost of technology ownership. Systems must permit employees to increase the speed and accuracy with which
they take an order, prepare the food and fill the order, often accommodating numerous concurrent orders at multiple table-top, counter-top or drive-through locations. Operators need solutions to better manage menu and pricing functions, recipes and
inventory, and schedule and track labor. Additionally, food service operators need the ability to manage changes centrally across sites and brands. Above-store level managers need access to timely operational information in order to make informed
business decisions proactively across all sites. The market for automated information and transaction systems for restaurants is typically more advanced than in the convenience store and entertainment markets, but is highly fragmented and includes a
large number of proprietary, closed systems. Radiant believes its technology enables food service operators to improve speed of service, manage site operations more efficiently, and reduce the total cost of technology ownership.

Radiant has a proven track record of delivering enhanced value for cinema operators, including new offerings such as expanded concessions and foodservice, self-service
ticketing and concessions, and gift card programs. With over 36,000 cinema screens at more than 6,100 sites in the United States, cinema operators are focusing on implementing cost controls from headquarters. Radiant believes that cinema operators
can improve customer service and profitability by implementing integrated site management systems that enable them to speed customer transactions, reduce lines, manage inventory, and schedule labor to meet variations in traffic. Due to the lack of
end user market growth and Radiants high penetration in this segment, Radiant does not expect significant growth in this segment over the near term.

With the acquisition in January 2004 of substantially all of the assets of Aloha Technologies, a leading provider of point-of-sale systems for the hospitality and food service industry, and certain affiliated entities of Aloha, Radiant
enhanced its presence in the hospitality industry, offering comprehensive solutions from advanced POS systems to self-service kiosks, customer loyalty systems, and integrated back-office solutions. In addition, Radiant accelerated the building of
third-party reseller relationships through the acquisition of Aloha, which has a fully developed reseller network focused on the food service market, both domestically and internationally. The combined Hospitality segment, consisting of key Radiant
and Aloha personnel, has become one of the premier technology providers for the hospitality industry.

In April 2004, Radiant acquired E-Needs, the leading
provider of Film Management software and services in the North American exhibition industry. Film Management is a critical component of exhibitors headquarters operations. The E-Needs acquisition has enabled Radiants Hospitality segment
to provide products and services to exhibition headquarters operations, thereby opening an incremental market opportunity. Other products and services are expected to be developed from the E-Needs platform for above-store operations. These
capabilities will be a key differentiator in this competitive market going forward.

With the acquisition of MenuLink in October 2005, the Company expanded
its presence in the hospitality industry. The Aloha POS® and MenuLink back-office solutions are widely known as two of the industrys easiest systems for servers and managers to use. With MenuLinks proven experience delivering back-office solutions to very
large restaurant chains, as well as small chains and franchisees, Radiant has now complemented its solution to serve the needs of restaurant operators more comprehensively. The combination of MenuLinks robust back-office applications and the
Aloha suite of products, including QuickService/TableService POS, Enterprise, eCard and eFrequency, create an end-to-end solution designed to help operators minimize operational costs and maximize profits.

Radiant believes that the international hospitality market represents a continued growth opportunity in future years. To service this market, Radiant expanded its
European presence with the opening of an office in London in the first quarter of 2006. With the addition of the London office, Radiant is well-positioned to continue serving its international client base and to enhance its solutions offering for
the hospitality industry throughout the United Kingdom and Europe. For the years ended December 31, 2006, 2005 and 2004, approximately 6%, 5%, and 4%, respectively, of Radiants Hospitality segment revenues were from international
customers.

Customers who have licensed or purchased Radiants Hospitality products and services include Burger King Corporation, Dunkin Brands,
Inc., The Krystal Company, New World Restaurant Group, CEC Entertainment, Inc., Chipotle Mexican Grill, Inc., P.F. Changs China Bistro, Inc., Krispy Kreme Doughnut Corp., Chick-fil-A, Inc., Texas Roadhouse, Inc., Jamba Juice Company, RARE
Hospitality International, Inc., Cosi, Inc., Damons International, Inc., Churchs Chicken, Del Taco, Inc., Don Pablos, Sbarro, Inc., Fatburger Corporation, Landrys Seafood Restaurants, Inc, Dennys, Inc., Benihana, Inc.,
Champps Entertainment, Inc., Checkers Drive-In Restaurant, Inc., Clubcorp Financial Management Company, California Pizza Kitchen, Inc., Noodles & Company, Diedrich Coffee, Huddle House, Inc., Johnny Rockets International, Inc.,
Mortons of Chicago, Inc., Red Robin International, Inc., Teds Montana Grill, Inc., Joes Crab Shack Holdings, Inc., Hillstone Restaurant Group, Inc., Peets Coffee and Tea, Inc., Pita Pit, Inc., Rockbottom Restaurant, Inc,
Sizzler USA Restaurants, Inc., Focus Brands, Inc., Lowes Cineplex Entertainment, Showcase Cinemas, The Marcus Corporation, Muvico Theatres, Wehrenberg Theatres, Reading Entertainment, MJR Theatres and Mann Theatres.



3



---

##### Table of Contents

Retail Segment

The Retail segment provides store and office-oriented technologies for the automation of retail businesses spanning from small stores to global networked chains. Solutions provided include software, hardware and services, either as complete
turn-key solutions or as point-solutions in a best-of-breed configuration. Radiants retail solutions encompass point-of-sale systems, integrated back-office systems, fuel controllers, self-service kiosks, site management technology, payment
processing, systems management, and centralized data management.

In January 2006, Radiant extended its reach into the retail industry by acquiring
substantially all of the assets of Synchronics, Inc. including the CounterPoint product line. Reseller partners of Radiant Systems deliver our hardware platforms in conjunction with the CounterPoint software, which has been adapted to over 20
different retail concepts ranging from home and garden warehouses to shoe stores. In addition to a full solution for the traditional management of retail sites, CounterPoint also includes a substantial recurring revenue business based on service
fees for credit card processing as well as internet retailing. CounterPoint Gateway provides retailers with advanced high-speed credit processing while CPOnline enables a retailer to quickly augment brick-and-mortar sales with online
operations.

Radiants technology for fuel and convenience retailers integrates and facilitates fuel operations, merchandise sales, foodservice,
electronic payments and customer retention programs. Radiants store technology solutions are designed to enhance speed of service in an easy-to-use, reliable format. Specialized software and hardware modules such as payment terminals and fuel
controllers differentiate the Radiant product line in the petroleum retail market. Self service is a global focus for our customers, ranging from touch-screen food ordering stations in the US to highly secured credit card payment terminals for
self-service fueling worldwide. Radiants fourth generation fuel control technology is helping retailers extend the viable life of their fuel dispensing equipment while delivering high performance for their customers. Radiants software
interfaces with leading third party back-office and headquarters solutions via industry standard means.

In response to gross margin pressure on
traditional categories, including fuel and tobacco, and enhanced competition for the convenience dollar from non-traditional sources, convenience retailers are changing business models and pursuing new revenue channels, including made-to-order food,
coffee programs and expanded services offerings. These changes have resulted in new growth opportunities for Radiant as implementation of these programs requires additional automation for effective management.

High-volume retailers such as grocery stores, mass-merchants, warehouse clubs and others are also adding fuel and made-to-order food to their offerings and represent
additional growth opportunities for Radiant. As a result of the changes in the retail market, Radiant believes that there will continue to be strong demand for the foreseeable future for Radiants technology solutions. Management also believes
that based on the success of technology in recent years and the positive return on investment seen by Radiants clients, demand for new technology will remain strong from both new and existing customers.

Radiant believes that the international retail market represents an additional growth opportunity. For the years ended December 31, 2006, 2005, and 2004,
approximately 33%, 37%, and 17%, respectively, of Radiants Retail segment revenues were from international customers.

Radiants Retail segment
has over 1,500 customers worldwide. Customers who have licensed or purchased Radiants petroleum and convenience products and services include BP, p.l.c., ConocoPhillips, Holiday Stationstores, Kroger Corporation, Exxon Mobil Corporation, Royal
Dutch Shell, Repsol YPF, S.A., Sheetz, Inc., Speedway SuperAmerica, LLC, 7-Eleven Australia, Pty Ltd., Alimentation Couche-Tard, Hess, The Home Depot, Shell Canada, Maverik Country Stores, Rutters Farm Stores and Wawa, Inc.



4



---

##### Table of Contents

Products and Services

Radiant serves the global retail and hospitality industries with technology solutions that address their greatest automation needs. Managing businesses that range from a single store or restaurant, all the way to expansive global chains,
Radiant provides software, hardware and professional services through a variety of channels and products. The strategy is to provide targeted solutions for each of market, with the common goal of assisting our customers efforts to increase
revenue through more frequent consumer visits, greater revenues per visit, higher margins on each sale, faster transactions and more efficient site operations.

Point-of-Sale

Radiants point-of-sale systems increase speed and quality of service, minimize user training, and provide
mission-critical reliability while delivering secure and personalized service to the consumer. The point-of-sale systems can be integrated with Radiants back-office products or third party solutions. Radiants point-of-sale software runs
on multiple open hardware platforms including IBM, NCR, PAR, WincorNixdorf, and Radiant hardware. Additionally, Radiants point-of-sale hardware supports Radiant point-of-sale software and third-party point-of-sale software products that adhere
to open standards. Radiants point-of-sale terminals offer an open architecture, retail-hardened design, comprehensive support and return-to-service programs, and run on Windows CE, Windows XP, Windows XP Embedded, and Windows 2000.

In the retail market, the Radiant point-of-sale solution has been adapted by resale partners for use in a wide variety of business formats, enabling a tighter fit to
each retailers specific needs while expanding the possible market of buyers for our solution. In addition, this segment delivers value to retailers through an online store offering as well as a card payment processing service. Specifically for
Petroleum retail, Radiant point-of-sale products are adapted to the needs of global multi-nationals, enabling them to deploy best practices in far widespread operations worldwide.

The hospitality market point-of-sale solutions for Table Service Restaurants, Quick Service Restaurants and Cinema/Entertainment venues each offer distinct value to our customers and resale partners. Speed and
accuracy of orders are paramount in restaurant formats, as are labor and food production integration. Consumer preferences are driving automation for a broad range of service models, from drive-thru to curb-side pickup, counter service, and more.
Consumer loyalty and gift cards are just two of the significant enhancements offered to our clients in recent years. In addition to foodservice requirements, the Cinema segment demands specialized needs of theater systems, from management of
internet ticket sales to reserved seating.

Customer Self-Service

Within many markets of the hospitality and retail industries, customer self-service has emerged as a preferred ordering and transaction method. Traditional capabilities such as online shopping and pay-at-pump are
distinct value propositions delivered by Radiants products. Radiant has easy to use, consumer-activated touch screen systems that allow consumers to purchase tickets, place a food order, pay with a credit or debit card, redeem loyalty rewards,
make product inquiries, and view promotions. Software development and consumer experience authoring tools integrate graphic media into a consumer-friendly application.

Management believes consumer self-service kiosks allow hospitality and retail operators to accelerate speed of service, increase revenues through suggestive up-selling, increase order accuracy, capture consumer
information at the point-of-sale, increase labor productivity, and respond quickly to changing consumer preferences. Radiants customer self-service products help operators create a uniform and repeatable approach to customer service while
improving revenue.

Site-Management Systems

Operators
in all of Radiants segments have varying requirements for site-management systemsfrom the most basic site-based technology to the most advanced centralized back-office system. Radiant products are differentiated based on the needs of
different operating models our clients and integrated into other components of the enterprise operation.

MenuLink back office solutions help operators run
a more profitable hospitality business through the delivery of tools and critical information needed to help in the reduction of food and labor costs and improving customer service and management efficiency. MenuLink offers a comprehensive back
office product that includes inventory and recipe management, purchasing, labor management, cash management and reporting.

In the retail segment, products
such as Radiant Site Manager and CounterPoint SQL focus on specific retailer needs such as multi-site inventory management or fuel reconciliation while leveraging open standards for integration to other components of the retailer enterprise.

Software Services

The delivery of software as a
subscribed service with a recurring fee has arisen as a significant enhancement to Radiants value proposition and business flexibility in support of our clients.

One instance is Radiants Aloha eServices product suite which is built to give restaurant operators tools to capitalize on revenue opportunities and prevent unnecessary costs or losses. This service combines
intelligent features such as business alerts, a complete suite of enterprise-level reporting with drill-down analysis, as well as accounting and payroll interfaces. Enterprise comes complete with a robust centralized database management (CDM)
toolset designed to facilitate data management such as price and item changes directly from the corporate office.

Electronic payment services are also
successful service-based software delivery offerings. The Retail division of Radiant Systems markets a high-speed credit card processing service while the Hospitality division has a large base of clients for its proprietary gift card branding
program, eCard. The consumer loyalty solution eFrequency is also offered to clients in all Hospitality segments on a recurring fee basis.

In
the Retail segment, the CPOnline product enables a retailer to move from bricks-and-mortar to being a full-featured online retailer through a simple managed service from Radiant Systems.



5



---

##### Table of Contents

Professional Services

Professional services are an essential component of the Radiant solution. Radiants professional services play a critical role in the successful design, implementation, application, installation and integration of Radiants
solutions. Radiants professional services include consulting, customization, training and integration.

The market for Radiants professional
services is intensely competitive. Radiant believes the principal competitive factors include product quality, reliability, performance, 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. In the market for professional services, Radiant competes with Accenture, Ltd., Capgemini, Electronic Data Systems, Inc., International Business Machines and other systems
integrators.

Maintenance and Client Support

Radiant
offers client support on a 24-hour basis, a service that historically has been purchased by a majority of its clients and which also entitles the client to product upgrades. In some cases, hardware support is provided by third parties. Radiant can
remotely access clients systems in order to perform quick diagnostics and provide on-line assistance. The annual support option is typically priced at a percentage of the software and hardware cost. Additionally, Radiant offers clients
hardware and software maintenance and unspecified software enhancements.

Sales and Marketing

Through a focused and dedicated sales effort designed to address the requirements of each of its business segments, Radiant believes its sales force is positioned to
understand its customers businesses, trends in the marketplace, competitive products and opportunities for new product development. This allows Radiant to take a consultative approach to working with customers.

Radiants sales personnel focus on selling its technology solutions to major customers, typically those with more than 50 locations, both domestically and
internationally. All sales personnel are compensated with a base salary and commission based on revenue quotas, gross margins and other profitability measures.

A large portion of the hospitality and retail markets is comprised of small businesses. Prior to 2004, Radiant primarily built its business on serving large operators. However, over recent years, Radiant has increased investments in
developing relationships with third-party resellers to distribute its products to small to medium-sized operators. Radiant accelerated the building of these relationships in the hospitality industry through the acquisition of Aloha and in the retail
industry through the acquisition of Synchronics, both of which have a fully developed reseller network focused on their respective markets.

While serving
and meeting the expectations of large operators remains a top priority, Radiant intends to serve the needs of all operators within its segments. To better serve the small to medium-sized customer, Radiant will continue to develop the reseller
channel and package its solutions in a manner that is easy for operators to afford, implement and support. Radiants strategy is to deliver rich products that are easy to implement and support, establish a strong presence within critical
franchised brands, and support resellers with strong operational tools.

In 2006, 2005 and 2004, the Companys international revenues accounted for
approximately 17%, 19% and 17%, respectively, of total revenues. Management believes that this percentage can be increased substantially in the coming years. The growing number of large, multi-national companies which are among Radiants major
North American customers, together with its successful record of implementing solutions with retailers in Western Europe, Eastern Europe and Asia, positions Radiant to make additional progress internationally in the future. Additionally, the
majority of Radiants current business outside the United States has been in the retail market. Management believes there is opportunity for significant growth in the hospitality and retail markets outside the United States. Currently, Radiant
has more than 100 employees in Europe, Asia and Australia. Radiant has previously executed international projects in Australia, Canada, Spain, the Czech Republic, Hong Kong, Hungary, Ireland, Japan, Macau, Malaysia, Poland, Slovakia, Sweden,
Switzerland, Thailand, Trinidad and Tobago and the United Kingdom. Radiant currently has offices in Melbourne, Prague, Singapore, and the United Kingdom and representation in Spain and Central and South America.

To date, Radiants primary marketing objectives have been to increase awareness of Radiants technology solutions and generate sales leads. To this end,
Radiant attends industry trade shows, conducts direct marketing programs, and selectively advertises in industry publications. Radiant intends to increase its sales and marketing activities both domestically and internationally. Additionally,
Radiant intends to continue expanding an independent distribution network to sell and service its products to certain segments of the domestic and international markets.

Radiants business is usually seasonal and cyclical in nature, based on the capital equipment investment patterns of its customers. These expenditure patterns are based on many factors, including customer capital
expenditure budget constraints, the development of new technologies, global and regional economic conditions, changes in the pricing and promotion policies of the Company and its competitors, and domestic and international holidays.

During 2006, 2005 and 2004, no one customer made up 10% or more of the Companys revenues. In 2006, the Company was party to certain contracts with the U.S.
Government, which contained standard termination for convenience clauses. The Company does not anticipate any material adverse financial impact if the U.S. Government elects to exercise its rights under these termination clauses.



6



---

##### Table of Contents

Product Development

The 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 its selected markets, it must provide compatible systems incorporating new technologies at competitive prices. In order to achieve this, the Company has made a substantial ongoing commitment
to research and development. During 2006, 2005 and 2004, Radiant incurred approximately $25.0 million, $15.0 million and $14.8 million, respectively, in product development costs, which includes software costs that were capitalizable in nature.

Radiants product development strategy is focused on creating common technology elements that can be leveraged in applications across its core
markets. Radiants software architecture is based on open platforms and is modular, thereby allowing it to be phased into a customers operations. Radiant has developed numerous applications running on Microsoft Windows-based platforms,
including Windows 2000, Windows XP, Windows XP Embedded, and Windows CE. The software architecture incorporates Microsofts Component Object Model, providing an efficient environment for application development.

In order to remain competitive, Radiant is currently designing, coding and testing a number of new products and developing expanded functionality of its current
products. In addition, Radiant strives to achieve compatibility between its products and products that are, or that Radiant believes will become, popular and widely adopted.

Manufacturing, Raw Materials and Supplies

Radiants manufacturing activities consist primarily of assembling
various commercial and proprietary components into finished systems in Georgia. Manufacturing requires some raw materials, including a wide variety of mechanical and electrical components, to be manufactured to Radiants specifications. Radiant
uses numerous companies to supply parts, components and subassemblies for the manufacture and support of its products. Although Radiant makes reasonable efforts to assure that parts are available from multiple qualified suppliers, this is not always
possible. Accordingly, some key parts may be obtained only from a single supplier or a limited group of suppliers. Radiant has sought, and will continue to seek, to minimize the risk of production and service interruptions and/or shortages of key
parts by: (1) qualifying and selecting alternate suppliers for key parts; (2) monitoring the financial condition of key suppliers; (3) maintaining appropriate inventories of key parts; and (4) qualifying new parts on a timely
basis.

Market Background and Trends

Successful
hospitality and retail operators increasingly require information systems that capture detailed consumer activity data at the point-of-sale, and store and transport that data in an easy-to-access fashion. Early technology innovators in the
hospitality and retail industries deployed robust, integrated information systems at the point-of-sale and used the information to react quickly to changing consumer preferences, ultimately gaining market share in the process. In addition,
integrated information systems helped these early innovators achieve operational efficiencies. Many large national hospitality and retail companies have followed suit by investing in proprietary information systems.

For many types of hospitality and retail operators, however, this type of information system did not make economic or business sense. In particular, merchants with a
large number of relatively small sites, such as convenience stores, petroleum retail sites, restaurants and entertainment venues, generally have not been able to develop and deploy sophisticated, enterprise-wide information systems on a cost
effective basis. Economic and standardization problems for these businesses are exacerbated by the fact that many sites operate as franchises, dealerships or under other decentralized ownership and control structures. Without an investment in
technology, these operators continue to depend on labor and paper to process transactions. Radiants management believes that high labor costs, lack of centralized management control of distributed sites, and inadequate informational reporting,
together with emerging technology trends, have caused many of these hospitality and retail businesses to reexamine how technology solutions can benefit their operations.

Typically, the existing information systems in these industries consist of stand-alone devices such as cash registers or other point-of-sale systems with little or no integration with either the back-office of the
site or an enterprise-wide information system. Implementation of information systems providing this functionality typically involves multiple vendors and an independent systems integration firm. The resulting proprietary solutions are often
difficult to support and have inherently high risks associated with implementation. Management believes that technology solutions that are highly functional and scalable, relatively inexpensive and easy to deploy are critical for successful
penetration in these markets.

In the absence of an integrated solution, operators in these markets typically rely on manual reporting to capture data on
site activity and disseminate it to different levels of management. Basic information on consumers (i.e., who they are, when they visit and what they buy) is not captured in sufficient detail, at the right time, or in a manner that can be
communicated easily to others in the organization. Similarly, information such as price changes does not flow from headquarters to individual sites in a timely manner. In addition, communications with vendors often remain manual, involving
paperwork, delays and other process-related problems.



7



---

##### Table of Contents

Recent trends in the hospitality and retail industries have accelerated the need for information and have heightened
demand for feature-rich operational systems. Based in part upon industry association reports and other studies, as well as Radiants experience in marketing its products, management believes consumer preferences have shifted away from brand
loyalty toward value and convenience, creating a greater need for timely data concerning consumer buying patterns and preferences. Management also believes that convenient consumer-activated ordering and payment systems, such as automated kiosks,
ATMs, voice response units and pay at the pump systems have become important to retailers, food service providers, and cinema operators that wish to retain and build a customer base. Additionally, through the use of integrated systems,
hospitality and retail businesses can improve operational efficiencies through better management of inventory, purchasing, merchandising, pricing, promotions and shrinkage control. Management believes that the ability to provide tight system
integration to a variety of industry standard back-office solutions can enable customers to improve control and enforce best practices across operational sites. Furthermore, management believes that the constant flow of information among the
point-of-sale, back-office, headquarters and the supply chain has become a key competitive advantage in the hospitality and retail industries, resulting in operators demanding more sophisticated and easily integrated solutions from their systems
vendors. In a parallel development, technological advances have improved the capability of information systems that are available. With the price of computing power declining, technology investments have become economically feasible for many
hospitality and retail businesses. Furthermore, computing power has become increasingly flexible and distributable, facilitating data capture and processing by applications located at the point-of-sale. Also, front-end graphical user interfaces have
made systems easier to use, which reduces training time and transaction costs and facilitates more types of consumer-activated applications.

Economic
Conditions within the Market Place

In the early 2000s, Radiant was impacted both directly and indirectly by declining global economic conditions.
The retail industry was cautious of investment in information technology during difficult economic times, which resulted in reduced budgets and spending. This impacted Radiant through reduced revenues, elongated sales cycles, delay in product
implementation and increased competitive margin pressure. While these impacts have occurred in recent periods, the longer term impact has been on technology spending habits. The general economic conditions have improved; however, buying patterns
have changed. Demand has shifted from large scale enterprise-wide investments to more targeted investments with quicker deployment requirements. As a result, Radiants revenue base has shifted from primarily large dollar purchases by a limited
number of customers to a mix of smaller sized purchases by an increased number of customers in a given period. In addition, pricing has been cut by competitors, creating the potential for long-term reductions in product margins. Radiants
expectations for future periods are based on its current view that the major global markets will continue to experience an improvement in economic conditions. Given the uncertain nature of the economic environment, these trends could change quickly
and have a direct impact on Radiants results.

Competition

The markets in which Radiant operates are intensely competitive. Radiant believes the principal competitive factors include product quality, reliability, performance, 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.

Radiant believes it is
uniquely positioned with its exclusive focus on providing site management systems for hospitality and retail businesses. Radiants ability to commercialize its technology and continually improve its products, processes and services, as well as
its ability to develop new products, enables the Company to meet constantly evolving customer requirements. Radiant competitors include International Business Machines, Corp., NCR Corporation, Casio, Dell, VeriFone, Inc., Dresser, Inc., Retalix,
Ltd., Pacer/CATS (owned by Clarity Commerce Solutions plc), Micros Systems, Inc., Par Technology Corporation, POSitouch, Panasonic, The Pinnacle Corporation, InfoGenesis, Island Pacific and others that provide point-of-sale and site management
systems with varying degrees of functionality.

The Company could also be faced with new market entrants attempting to develop fully integrated systems
targeting the retail industry. Radiant believes the risk of this happening is small due to the significant amount of time and effort required to create point-of-sale and back-office headquarters-based management systems and due to the detailed
knowledge required of a retailers operations at local sites and headquarters to duplicate the functionality of these products.

In the market for
consulting services, the Company competes with various companies. See Products and Services  Professional Services for additional information. Many of Radiants existing competitors, as well as a number of potential new
competitors, have significantly greater financial, technical and marketing resources than the Company.



8



---

##### Table of Contents

Proprietary Rights

Radiants success and ability to compete is dependent in part upon its proprietary technology, including its software source code. To protect its proprietary technology, Radiant relies on a combination of trade secret, nondisclosure,
copyright and patent law, which may afford only limited protection. In addition, effective copyright and trade secret protection may be unavailable or limited in certain foreign countries. Although Radiant relies on the limited protection afforded
by such intellectual property laws, it also believes that factors such as the technological and creative skills of its personnel, new product developments, frequent product enhancements, name recognition and reliable maintenance are essential to
establishing and maintaining a technology leadership position. Radiant presently has four patents and two patents pending. The source code for Radiants various proprietary software products is protected both as a trade secret and as a
copyrighted work. Radiant generally enters into confidentiality or license agreements with its employees, consultants and customers, and generally controls access to and distribution of its software, documentation and other proprietary information.
Although the Company restricts its customers use of Radiants software and does not permit the resale, sublicense or other transfer of such software, there can be no assurance that unauthorized use of the Companys technology will
not occur.

Despite the measures taken by the Company to protect its proprietary rights, unauthorized parties may attempt to reverse engineer or copy
aspects of Radiants products or to obtain and use information that the Company regards as proprietary. Policing unauthorized use of Radiants products is difficult. In addition, litigation may be necessary in the future to enforce
Radiants intellectual property rights, such as Radiants trade secrets, to determine the validity and scope of Radiants or others proprietary rights, or to defend against claims of infringement or invalidity. Such litigation
could result in substantial costs and diversion of resources and could have a material adverse effect on Radiants business, operating results and financial condition.

Certain technology used in conjunction with Radiants products is licensed from third parties, generally on a non-exclusive basis. These licenses usually require Radiant to pay royalties and fulfill
confidentiality obligations. Radiant believes that there are alternative sources for each of the material components of technology licensed by Radiant from third parties. However, the termination of any of these licenses, or the failure of the
third-party licensors to adequately maintain or update their products, could result in a delay in Radiants ability to ship certain of its products while it seeks to implement technology offered by alternative sources. Any required alternative
licenses could prove costly. Also, any such delay, to the extent it becomes extended or occurs at or near the end of a fiscal quarter, could result in a material adverse effect on Radiants business, operating results and financial condition.
While it may be necessary or desirable in the future to obtain other licenses relating to one or more of Radiants products or relating to current or future technologies, there can be no assurance that Radiant will be able to do so on
commercially reasonable terms or at all.

There can be no assurance that Radiant will not become the subject of infringement claims or legal proceedings by
third parties with respect to current or future products. Defending against any such claim could be time-consuming, result in costly litigation, cause product shipment delays or force Radiant to enter into royalty or license agreements rather than
dispute the merits of such claims. Moreover, an adverse outcome in litigation or similar adversarial proceeding could subject Radiant to significant liabilities to third parties, require the expenditure of significant resources to develop
non-infringing technology, require disputed rights to be licensed from others or require Radiant to cease the marketing or use of certain products, any of which could have a material adverse effect on Radiants business, operating results and
financial condition. To the extent Radiant desires or is required to obtain licenses to patents or proprietary rights of others, there can be no assurance that any such licenses will be made available on terms acceptable to Radiant, if at all. As
the number of software products in the industry increases and the functionality of these products further overlaps, Radiant believes that software developers may become increasingly subject to infringement claims. Any such claims against Radiant,
with or without merit, as well as claims initiated by Radiant against third parties, could be time consuming and expensive to defend, prosecute or resolve.



9



---

##### Table of Contents

Employees

As of
December 31, 2006, the Company employed 1,032 people. None of Radiants employees is represented by a collective bargaining agreement nor has the Company experienced any work stoppages. Radiant considers its relations with its employees to
be good.

Radiants future operating results depend in significant part upon the continued service of its key technical, consulting and senior
management personnel and its continuing ability to attract and retain highly qualified technical and managerial personnel. Competition for such personnel is intense, and there can be no assurance that Radiant will retain its key managerial or
technical personnel or attract such personnel in the future. Radiant has at times experienced and continues to experience difficulty recruiting qualified personnel, and there can be no assurance that Radiant will not experience such difficulties in
the future. Radiant, either directly or through personnel search firms, actively recruits qualified product development, consulting, sales and marketing, and administrative personnel. If Radiant is unable to hire and retain qualified personnel in
the future, such inability could have a material adverse effect on Radiants business, operating results and financial condition.

Foreign
Operations

For information regarding sales and long-lived assets by domestic and foreign operations, please refer to the information presented in Note
14 - Segment Reporting Data in the notes to our consolidated financial statements, presented in Part II, Item 8 of this report.

Environmental
Matters

The Company believes that it is in compliance in all material respects with all applicable environmental laws and does not anticipate that such
compliance will have a material effect on its future capital expenditures, earnings or competitive position with respect to any of its operations.

Available Information

Radiant maintains a website at www.radiantsystems.com. Radiant makes available free of charge its annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K on its website as soon as practicable after such reports are filed with the SEC. These filings can be accessed through the Investor Relations page on
Radiants website. Radiants common stock is traded on The NASDAQ National Market under the symbol RADS.



10



---

##### Table of Contents

|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.

Risks Related to our Business

Our revenues are significantly concentrated in the hospitality and retail markets and the demand for our products and services in these markets
could be disproportionately affected by instability or a downturn in either market.

Approximately 64%, 65% and 58% of the our total revenues for
the fiscal years ended December 31, 2006, 2005 and 2004, respectively, were attributed to the hospitality market and approximately 35%, 34% and 40% of our total revenues for the fiscal years ended December 31, 2006, 2005 and 2004,
respectively, were attributed to the retail market. The hospitality and retail 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 our business, operating
results and financial condition. In addition, we believe the purchase of our products is relatively discretionary and generally involves a significant commitment of capital, because purchases of our products are often accompanied by large scale
hardware purchases. As a result, demand for our products and services could be disproportionately affected by instability or downturns in the hospitality and retail markets which may cause clients to exit the industry or delay, cancel or reduce
planned-for information management systems and software products.

We may be required to defer recognition of revenues on our software products,
which may have a material adverse effect on our financial results.

We may be required to defer recognition of revenues for a significant period of
time after entering into a license agreement for a variety of factors, including the following:



| |  |  | 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, which is referred to in this report as GAAP, for software revenue recognition, we must have very
precise terms in our license agreements in order to recognize revenue when we initially deliver software or perform services. Although we have a standard form of license agreement that meets the criteria under GAAP for current revenue recognition on
delivered elements, we negotiate and revise 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.



11



---

##### Table of Contents

Our revenues and results of operations are difficult to predict and may fluctuate substantially from quarter to
quarter, which could negatively affect the market price of our common stock.

Our revenues and results of operations are difficult to predict and
may fluctuate substantially from quarter to quarter. These fluctuations can adversely affect our business and the market price of our common stock. License revenues in any quarter depend substantially upon our total contracting activity and our
ability to recognize revenues in that quarter in accordance with our revenue recognition policies. Our contracting activity is difficult to forecast for a variety of reasons, including the following:



| |  |  | our sales cycle is relatively long and varies as a result of us expanding our product line and broadening our 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 our pricing policies and discount plans may affect client purchasing patterns;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | the number, timing and significance of our and our competitors software product enhancements and new software product announcements may affect purchasing
decisions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the introduction of new research and development projects requires us to significantly increase our 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 we exercise little or no control, such as health costs, compliance with new legislation, and property and liability
insurance, may be difficult to manage.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, our expense levels, operating costs and hiring plans are based on projections of
future revenues and are relatively fixed. If our actual revenues fall below expectations, our net income is likely to be disproportionately adversely affected.

Due to all of the foregoing factors, in some future quarters our operating results may fall below the expectations of securities analysts and investors. In such event, the market price of our common stock would likely decrease.

Our gross margins may vary significantly or decline.

Since
the gross margins on product revenues are significantly greater than the gross margins on consulting services revenues, our combined gross margin has fluctuated from quarter to quarter and it may continue to fluctuate significantly based on revenue
mix. Demand for the implementation of products with longer implementation timeframes has been depressed. Although we have seen indications that demand may be returning, we believe that overall demand continues to be greater for products that have a
higher short-term return on investment and a lower total cost of ownership with less disruption to the underlying business of our clients.

Our success will depend on our ability to develop new products and to adapt to rapid technological change.

The types
of products sold by us are subject to rapid and continual technological change. Products available from us, as well as from our competitors, have increasingly offered a wider range of features and capabilities. We believe that in order to compete
effectively in selected vertical markets, we must provide compatible systems incorporating new technologies at competitive prices. To the extent we determine 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 us. 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.

We can provide no assurance that
we will be able to continue funding research and development at levels sufficient to enhance our current product offerings or 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 we will not experience difficulties that will result in delaying or preventing the successful development, introduction and marketing of new products
in our existing markets or that our 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
our products in new markets, nor can there be any assurance as to the success of our penetration of these markets, or to the revenue or profit margins with respect to these products. Our inability, 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 our business, financial position, results of operations and cash flow.



12



---

##### Table of Contents

In addition, we strive to achieve compatibility between our products and retail systems that we believe are or will
become popular and widely adopted. We invest substantial resources in development efforts aimed at achieving such compatibility. Any failure by us to anticipate or respond adequately to technology or market developments could materially adversely
affect our business, operating results and financial condition.

We may have difficulty implementing our products, which could damage our reputation
and our ability to generate new business.

Implementation of our 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 our 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 our software can cause delays or prevent us from collecting fees for our software and can damage our ability to generate new business.

Errors or defects in our software products could diminish demand for our products, injure our reputation and reduce our operating results.

Our software products are complex and may contain errors that could be detected at any point in the life of the product. We can provide no assurances that errors will not
be found in new products or releases after shipment. Such errors 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.

We are highly dependent on a limited number of
clients, the loss of one or more of which could have a material adverse effect on our business, operating results and financial condition.

We sell
systems and services to a limited number of large clients. Approximately 21%, 20% and 26%, of our revenues were derived from five clients during the fiscal years ended December 31, 2006, 2005 and 2004, respectively. We can provide no assurance
that the loss of one or more of these clients will not have a material adverse effect on our business, financial position, results of operations, and cash flows.

We have traditionally depended on our installed client base for future revenues from services and licenses of other products. If existing clients fail to renew their maintenance agreements, our 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.

Our failure to manage our growth effectively could have a material adverse effect on our business, financial position, results of operations, and cash flows.

The growth in the size and complexity of our business and the expansion of our product lines and client base may place a significant strain on our
management and operations. An increase in the demand for our products could strain our resources or result in delivery problems, delayed software releases, slow response time, or insufficient resources for assisting clients with implementation of
our products and services, which could have a material adverse effect on our business, operating results and financial condition. We anticipate that continued growth, if any, will require us to recruit, hire and assimilate a substantial number of
new employees, including consulting, product development, sales and marketing, and administrative personnel.

Our ability to effectively compete and to
manage future growth, if any, will also depend on our ability to continue to implement and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage our work force, particularly our
direct sales force and consulting services organization. We can provide no assurance that we will be able to manage any future growth, and any failure to do so could have a material adverse effect on our business, financial position, results of
operations, and cash flows.



13



---

##### Table of Contents

Our acquisition of existing businesses and our failure to successfully integrate these businesses could disrupt our
business, dilute our common stock and harm our financial position, results of operations, and cash flows.

As part of our operating history and
growth strategy, we have acquired other businesses. In the future, we may continue to seek acquisition candidates in selected markets and from time to time engage in exploratory discussions with suitable candidates. We can provide no assurance that
we 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 our 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 our existing products could cause delays in the introduction of new products. In connection with future acquisitions, we 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 our shareholders, or through the incurrence of additional indebtedness. Furthermore, we can provide no assurance that competition for acquisition candidates will not
escalate, thereby increasing the costs of making acquisitions or making suitable acquisitions unattainable. Acquisitions involve numerous risks, including the following:



| |  |  | 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. We may not be
able to successfully integrate any business, technologies or personnel that we have acquired or that we might acquire in the future, and this could harm our financial position, results of operations, and cash flows.

Damage to our manufacturing site could limit our ability to operate our business.

We do not have redundant, multiple-site manufacturing capacity. Therefore, damage to our 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 any losses we may suffer.

The loss of our key personnel could have a material adverse effect on us.

Our future success depends in part on the performance of our executive officers and key employees. We do not have employment agreements with any of
our executive officers. The loss of the services of any of our executive officers or other key employees could have a material adverse effect on our business, financial position, results of operations, and cash flows.

In addition, our failure 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).

Our inability to attract, hire or retain the necessary technical and managerial personnel could have a material adverse effect on our business, financial position, results of operations, and cash flows.

We are heavily dependent upon our 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 our total business solutions. The market for such individuals is intensely competitive. Due to the critical role of our product development and
consulting staffs, the inability to recruit successfully or the loss of a significant part of our product development or consulting staffs could have a material adverse effect on us. The software industry is characterized by a high level of employee
mobility and aggressive recruiting of skilled personnel. We can provide no assurance that we will be able to retain our current personnel, or that we 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 our business, financial position, results of operations, and cash flows.



14



---

##### Table of Contents

Our success and ability to compete is dependent upon our ability to protect our proprietary technology.

Our success and ability to compete is dependent in part upon our ability to protect our proprietary technology. We rely on a combination of patent,
copyright and trade secret laws and non-disclosure agreements to protect this proprietary technology. We enter into confidentiality and non-compete agreements with our employees and license agreements with our clients and potential clients, which
limits access to and distribution of our software, documentation and other proprietary information. We can provide no assurance that the steps taken by us to protect our proprietary rights will be adequate to prevent misappropriation of its
technology or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent
as do the laws of the United States.

Certain technology used in conjunction with our products is licensed from third parties, generally on a non-exclusive
basis. The termination of any of these licenses, or the failure of the third-party licensors to adequately maintain or update their products, could result in delay in our ability to ship certain of our products while we seek 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 our products or relating to current or future
technologies, we can provide no assurance that we will be able to do so on commercially reasonable terms or at all.

If we become subject to adverse
claims alleging infringement of third-party proprietary rights, we may incur unanticipated costs and our competitive position may suffer.

There has
been a substantial amount of litigation in the software industries regarding intellectual property rights. It is possible that in the future third parties may claim that our current or potential future software solutions infringe on their
intellectual property. We anticipate that software product developers will increasingly be subject to infringement claims as the number of products and competitors in our industry segment grows. 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 provide no assurance 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 us, it could result in costly litigation or product shipment delays or force us to stop selling or providing services or to enter into
costly royalty or license agreements.

We operate in a highly competitive market and can give no assurance that we will be able to successfully
compete against our current or future competitors.

The market for retail information systems is intensely competitive. We believe 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 our target markets. In addition, we believe that new market entrants may attempt to develop fully integrated systems targeting the retail industry. In the market
for consulting services, we compete with various systems integrators. Many of our existing competitors, as well as a number of potential new competitors, have significantly greater financial, technical and marketing resources than we have. We can
provide no assurance that we will be able to compete successfully against our current or future competitors or that competition will not have a material adverse effect on our business, operating results and financial condition.

Additionally, we compete with a variety of hardware and software vendors. Some of our competitors may have advantages over us 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, we may need to lower prices or offer other favorable terms in order to successfully compete. Any such changes would be likely to reduce our margins.

Our increased investment in the international market could expose us to risks in addition to those experienced in the United States.

Our international revenues represented approximately $38.4 million or 17%, of our total revenues in the 2006 fiscal year and we will continue to invest in expanding our international operations. The global reach of our business could cause
us 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 our
business, operating results and financial condition:



| |  |  | weaker protection of intellectual property rights;
| | - |  | --------------------------------------------------



| |  |  | an inability to replicate previous international revenues;
| | - |  | ----------------------------------------------------------



| |  |  | conducting business in currencies other than United States dollars subjects us to currency controls and fluctuations in currency exchange rates. We may be unable to
hedge the currency risk in some transactions because of uncertainty or the inability to reasonably estimate our foreign exchange exposure;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased cost and development time may be required to adapt our products to local markets;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | we 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 us;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | operating costs in many countries are higher than in the United States.
| | - |  | -----------------------------------------------------------------------



| |  |  | Anti-American sentiment due to the war in Iraq, ,and other American policies that may be unpopular in certain regions; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | Challenges of finding qualified personnel for our international operations.
| | - |  | ---------------------------------------------------------------------------



15



---

##### Table of Contents

Global economic and market conditions could cause decreases in demand for our products and related services.

Our revenue and profitability depend on the overall demand for our products and related services. A change in the economy and financial markets
could result in decreases in demand for our products and related services. In the early 2000s, we were impacted both directly and indirectly by declining global economic conditions. The retail industry was cautious of investments in
information technology during difficult economic times, which resulted in reduced budgets and spending. This impacted us through reduced revenues, elongated selling cycles, delay in product implementation and increased competitive margin pressure.
While these impacts have occurred in recent periods, the longer term impact has been on technology spending habits. Although the general economic conditions have improved, buying patterns have changed. Demand has shifted from large scale enterprise
wide investments to more targeted investments with quicker deployment requirements. As a result, our revenue base has shifted from primarily large dollar purchases by a limited number of customers to a mix of smaller purchasers by an increase number
of customers. In addition, pricing has been cut by competitors, which has created the potential for long-term reductions in product margins.

An
increase in customer bankruptcies, due to weak economic conditions, could harm our business.

During weak economic times, there is an increased risk
that certain of our customers will file bankruptcy. If a customer files bankruptcy, we may be required to forego collection of pre-petition amounts owed and to repay amounts remitted to us during the 90-day preference period preceding the filing.
Accounts receivable balances related to pre-petition amounts may in certain of these instances be large due to extended payment terms for software license fees, and significant billings for consulting and implementation services on large projects.
The bankruptcy laws, as well as specific circumstances of each bankruptcy, may limit our ability to collect pre-petition amounts. We also face risk from international customers that file for bankruptcy protection in foreign jurisdictions, in that
the application of foreign bankruptcy laws may be more difficult to predict. Although we believe that we have sufficient reserves to cover anticipated customer bankruptcies, we can provide no assurance that such reserves will be adequate, and if
they are not adequate, our business, operating results and financial condition would be adversely affected.

Risks Related to an Investment in Our
Common Stock

Investment in our common stock involves risk and we do not expect to pay dividends on our common stock in the foreseeable future.

The market price for our common stock has in the past experienced substantial price volatility since our initial public offering in February of
1997 and such volatility may occur in the future. Our quarterly operating results or the results 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 us or our competitors could cause the market price of our 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 our operations will be used to finance the growth of our business, and that no dividends will be paid to holders of our common stock.

Our executive officers own a significant amount of our common stock and will be able to exercise significant influence on matters requiring shareholder approval.

Our executive officers collectively owned approximately 16% of our outstanding common stock as of February 16, 2007. Consequently, together they continue to be able
to exert significant influence over the election of our directors, the outcome of most corporate actions requiring shareholder approval and our business.

Our 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 us.

Our amended and restated articles of incorporation authorize our board of directors to issue up to 5,000,000 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 our shareholders. The rights of the holders of our 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 we have no present intention to issue any 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 our outstanding voting stock. 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 us;
| | - |  | ---------------------------------------------------------------



| |  |  | discourage bids for our common stock at a premium;
| | - |  | --------------------------------------------------



| |  |  | limit or eliminate any payments that the stockholders of our common stock could expect to receive upon our liquidation; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | otherwise adversely affect the market price of our common stock.
| | - |  | ----------------------------------------------------------------



16



---

##### Table of Contents

|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

There are no material unresolved
written comments that were received from the Securities and Exchange Commission staff 180 days or more before the end of our 2006 fiscal year relating to our periodic or current reports under the Exchange Act.



17



---

##### Table of Contents

|ITEM 2. | PROPERTIES
|------- | ----------

The Company currently conducts its operations
from 11 locations and 22 different facilities, all of which are leased. The facilities consist of assembly/warehouse and sales/administrative offices totaling approximately 334,000 square feet. In addition, the Company subleases approximately
100,000 square feet at two facilities in Alpharetta, Georgia. The long-term leases on the Companys facilities expire at various dates through 2013. The Company believes its facilities are adequate for its current needs and does not anticipate
any material difficulty in securing facilities for new space, should the need arise. See Liquidity and Capital Resources for a summary of the Companys lease obligations. A summary of our principal leased properties that are
currently in use is as follows:



|                             |  |                            |  |                 |  |                           
|---------------------------- |  | -------------------------- |  | --------------- |  | --------------------------
|Location                     |  | Description                |  | Area (sq. feet) |  | Lease Expiration          
|Alpharetta, Georgia          |  | Assembly and warehouse     |  | 101,570         |  | January 2011              
|Alpharetta, Georgia          |  | Office space               |  | 106,631         |  | January 2013              
|Alpharetta, Georgia (1)      |  | Office space               |  | 75,759          |  | January 2013              
|Alpharetta, Georgia (2)      |  | Office space               |  | 43,715          |  | December 2010             
|Alpharetta, Georgia          |  | Warehouse                  |  | 9,600           |  | April 2011                
|Huntington Beach, California |  | Office space               |  | 9,706           |  | February 2009             
|Brea, California             |  | Office space               |  | 1,284           |  | March 2007                
|Bedford, Texas (3)           |  | Office space               |  | 42,000          |  | September 2007            
|Fort Worth, Texas (3)        |  | Office space               |  | 66,882          |  | August 2013               
|Syracuse, New York           |  | Office space               |  | 897             |  | July 2007                 
|Memphis, Tennessee (4)       |  | Office space               |  | 28,792          |  | December 2010             
|Victoria, Australia (5)      |  | Office and warehouse space |  | 17,494          |  | Various thru January 2007 
|London, England              |  | Office space               |  | 1,000           |  | January 2008              
|Prague, Czech Republic (6)   |  | Office space               |  | 7,327           |  | Various thru February 2008
|Singapore                    |  | Office space               |  | 2,130           |  | March 2007                

---

|(1) | The Company is subleasing 100% of this facility. The sublease expires concurrent with the Companys primary lease agreement in January 2013.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The Company is currently subleasing approximately 24,000 square feet of this facility. The sublease expires concurrent with the Companys primary lease agreement in December
2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The Company relocated its offices from Bedford, Texas to a facility in Fort Worth, Texas during the first half of 2006. The lease on the facility in Bedford, Texas does not include
an early termination clause and it appears that the Company will not sublease the facility.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | This property relates to the acquisition of Synchronics, which the Company completed on January 3, 2006.
|--- | --------------------------------------------------------------------------------------------------------

|(5) | The Company has a total of four leased facilities in Victoria, Australia. Certain leases expire on various dates through January 2007 while others are on a month-to-month basis.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | The Company has a total of five leased facilities in Prague, Czech Republic. The leases expire on various dates through February 2008.
|--- | --------------------------------------------------------------------------------------------------------------------------------------



18



---

##### Table of Contents

|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

There are no material pending legal
proceedings to which the Company is a party or of which any of its properties are subject; nor are there material proceedings known to the Company to be contemplated by any governmental authority. There are no material proceedings known to the
Company, pending or contemplated, in which any director, officer or affiliate or any principal security holder of the Company, or any associate of any of the foregoing, is a party or has an interest adverse to the Company.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

There
were no matters submitted to a vote of our security holders during the fourth quarter of our fiscal year ended December 31, 2006.



19



---

##### Table of Contents

PART II



|ITEM 5. | MARKET
 FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | -------------------------------------------------------------------------------------------------------------

The Companys common stock is traded on The NASDAQ National Market under the symbol RADS. The following table sets forth the high and low closing sales prices of our common stock for the periods indicated as reported by The
NASDAQ National Market.



|                             |  |      |       |     |   |      
|---------------------------- |  | ---- | ----- | --- | - | -----
|Year ended December 31, 2006 |  | High |       | Low
|First Quarter                |  | $    | 15.07 |     | $ | 11.51
|Second Quarter               |  |      | 13.90 |     |   | 9.66 
|Third Quarter                |  |      | 12.94 |     |   | 9.35 
|Fourth Quarter               |  |      | 13.03 |     |   | 9.35 



|                             |  |      |       |     |   |     
|---------------------------- |  | ---- | ----- | --- | - | ----
|Year ended December 31, 2005 |  | High |       | Low
|First Quarter                |  | $    | 9.80  |     | $ | 5.55
|Second Quarter               |  |      | 12.14 |     |   | 8.60
|Third Quarter                |  |      | 12.99 |     |   | 9.71
|Fourth Quarter               |  |      | 13.63 |     |   | 8.91

As of February 16, 2007 there were 157 holders of record of the Companys common stock. The closing
price for the stock on this date was $12.69. Management of the Company believes that there are in excess of 4,400 beneficial holders of its common stock.

Performance Graph

The following graph compares the performance of Radiants common stock with the performance of the NASDAQ Stock
Market Index and the NASDAQ Computer and Data Processing Stock Index for a five year period by measuring the changes in common stock prices from December 31, 2001 to December 31, 2006.

LOGO



20



---

##### Table of Contents

Dividends

The
Company currently anticipates that all of its earnings will be retained for development of the Companys business and does not anticipate paying any cash dividends in the foreseeable future. Future cash dividends, if any, will be at the
discretion of the Companys Board of Directors and will depend upon, among other things, the Companys future earnings, operations, capital requirements and surplus, general financial condition, contractual restrictions and such other
factors as the Board of Directors may deem relevant.

As part of the debt covenants with Wells Fargo Foothills Inc, the Company is prohibited from paying
any future dividends without first obtaining consent from this lender.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information for all equity compensation plans as of the fiscal year ended December 31, 2006, under which the equity
securities of the Company were authorized for issuance:



|                                                |  |                                                                                          |  |                                                      |       |                                                                                          |      
|----------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ---------------------------------------------------- | ----- | ---------------------------------------------------------------------------------------- | -----
|                                                |  | Number of Securitiesto be Issued Upon Exerciseof Outstanding Options,Warrants and
Rights |  | Weighted-AverageExercise Price ofOutstanding Options |       | Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityCompensation
Plans
|Equity Compensation Plans                       |  |                                                                                          |  |                                                      |       |                                                                                          |      
|Approved by Shareholders:                       |  |                                                                                          |  |                                                      |       |                                                                                          |      
|1995 Stock Option Plan                          |  | 5,279                                                                                    |  | $                                                    | 9.19  |                                                                                          |     
|1997 Non-Management Directors Stock Option Plan |  | 280                                                                                      |  | $                                                    | 9.86  |                                                                                          | 12   
|1998 Employee Stock Purchase Plan               |  |                                                                                         |  |                                                      |      |                                                                                          | 999  
|2005 Long-Term Incentive Plan                   |  | 725                                                                                      |  | $                                                    | 12.30 |                                                                                          | 1,776
|Not approved by shareholders:                   |  |                                                                                         |  |                                                      |      |                                                                                          |     
|                                                |  |                                                                                          |  |                                                      |       |                                                                                          |      
|Total                                           |  | 6,284                                                                                    |  | $                                                    | 9.58  |                                                                                          | 2,787
|                                                |  |                                                                                          |  |                                                      |       |                                                                                          |      

Purchases of Common Stock

In the fourth quarter of 2005, the Board of Directors of the Company authorized a re-commencement of the Companys stock repurchase program authorizing the repurchase of up to 1.0 million shares of its
common stock at a price not to exceed $20.00 per share through October 2007. No purchases were made in the fourth quarter of 2006.



21



---

##### Table of Contents

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The following table sets forth
selected consolidated financial data of the Company for each of its five most recent fiscal years which have been derived from the consolidated financial statements of the Company. As a result of the Companys disposal of its Enterprise segment
and operations in the first quarter of 2004, the Companys previously reported consolidated statement of operations data for the years ended December 31, 2003 and 2002 have been restated to present the discontinued Enterprise segment and
operations separate from continuing operations. See Note 5 to the consolidated financial statements for further explanation. The financial data as of and for the years ended December 31, 2005 and 2004 includes Radiants acquisition of
Aloha Technologies and certain affiliated entities (collectively, Aloha) which took place in January 2004. The financial data as of and for the year ended December 31, 2005 includes Radiants acquisition of MenuLink, which took
place in October 2005. The financial data as of and for the year ended December 31, 2006 includes Radiants acquisition of Synchronics, which took place in January 2006. See Note 5 to the consolidated financial statements for further
explanation regarding these acquisitions. This selected consolidated financial data should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and the consolidated
financial statements of the Company and the notes thereto included elsewhere herein (in thousands, except per share data):



|                                                         |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|-------------------------------------------------------- |  | ----------------------- | ------- | ---- | - | ------- |  | ---- | ------- |  | ---- | ------- | - |  | - | -------
|                                                         |  | Year Ended December 31,
|                                                         |  | 2006                    |         | 2005 |   | 2004    |  | 2003 |         |  | 2002
|Statement of Operations Data:                            |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|Revenues                                                 |  | $                       | 222,310 |      | $ | 172,042 |  | $    | 134,874 |  | $    | 93,937  |   |  | $ | 124,855
|                                                         |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|Income (loss) from continuing operations (1)             |  |                         | 18,357  |      |   | 5,562   |  |      | 1,475   |  |      | (5,955  | ) |  |   | 5,030  
|                                                         |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|Income (loss) from discontinued Enterprise business, net |  |                         |        |      |   |        |  |      | 2,713   |  |      | (41,776 | ) |  |   | 1,511  
|                                                         |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|Net income (loss)                                        |  |                         | 18,357  |      |   | 5,562   |  |      | 4,188   |  |      | (47,731 | ) |  |   | 6,541  
|                                                         |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|                                                         |  |                         |         |      |  
|Income (loss) per share from continuing operations:      |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|Basic income (loss) per share                            |  | $                       | 0.59    |      | $ | 0.19    |  | $    | 0.05    |  | $    | (0.21   | ) |  | $ | 0.18   
|                                                         |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|Diluted income (loss) per share                          |  | $                       | 0.56    |      | $ | 0.18    |  | $    | 0.05    |  | $    | (0.21   | ) |  | $ | 0.18   
|                                                         |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|                                                         |  |                         |         |      |  
|Net income (loss) per share:                             |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|Basic income (loss) per share                            |  | $                       | 0.59    |      | $ | 0.19    |  | $    | 0.15    |  | $    | (1.71   | ) |  | $ | 0.24   
|                                                         |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|Diluted income (loss) per share                          |  | $                       | 0.56    |      | $ | 0.18    |  | $    | 0.14    |  | $    | (1.71   | ) |  | $ | 0.23   
|                                                         |  |                         |         |      |   |         |  |      |         |  |      |         |   |  |   |        



|                                          |  |              |         |      |   |         |  |      |         |      |   |        |  |   |        
|----------------------------------------- |  | ------------ | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------ |  | - | -------
|                                          |  | December 31,
|                                          |  | 2006         |         | 2005 |   | 2004    |  | 2003 |         | 2002
|Balance Sheet Data:                       |  |              |         |      |   |         |  |      |         |      |   |        |  |   |        
|Working capital                           |  | $            | 29,656  |      | $ | 22,822  |  | $    | 19,186  |      | $ | 44,529 |  | $ | 66,201 
|Total assets                              |  |              | 198,655 |      |   | 142,505 |  |      | 129,754 |      |   | 92,704 |  |   | 145,256
|Long-term debt, including current portion |  |              | 34,194  |      |   | 18,383  |  |      | 18,553  |      |   | 660    |  |   | 1,151  
|Shareholders equity                      |  |              | 115,971 |      |   | 84,433  |  |      | 73,307  |      |   | 66,923 |  |   | 114,710

---

|(1) | Fiscal year ended December 31, 2006 includes a $10.9 million income tax benefit resulting from the reversal of a portion of the valuation allowance against deferred tax assets.
See Note 10 Income Taxes in the Notes to the Consolidated Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22



---

##### Table of Contents

|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Introduction

Managements Discussion and Analysis (MD&A) is intended to facilitate an
understanding of Radiants business and results of operations. This MD&A should be read in conjunction with Radiants consolidated financial statements and the accompanying notes to consolidated financial statements included elsewhere
in this report. MD&A consists of the following sections:



| |  |  | Overview: A summary of Radiants business, financial performance and opportunities
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Results of Operations: A discussion of operating results
| | - |  | --------------------------------------------------------



| |  |  | Liquidity and Capital Resources: An analysis of cash flows, sources and uses of cash, contractual obligations and financial position
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Critical Accounting Policies and Procedures: A discussion of critical accounting policies that require the exercise of judgments and estimates
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Recent Accounting Pronouncements: A summary of recent accounting pronouncements and the effects on the Company
| | - |  | --------------------------------------------------------------------------------------------------------------

Overview

We are a leading provider of retail technology focused on
the development, installation and delivery of solutions for managing site operations of hospitality and retail businesses. Our point-of-sale and back-office technology is designed to enable businesses to deliver exceptional client service while
improving profitability. We offer a full range of products that are tailored to specific hospitality and retail market needs including hardware, software and professional services. The Company offers best-of-breed solutions designed for ease of
integration in managing site operations, thus enabling operators to improve customer service while reducing costs. We believe our approach to site operations is unique in that our product solutions provide enterprise visibility and control at the
site, field, and the headquarters levels.

Prior to 2006, the Company operated in three primary segments: (i) Hospitality, (ii) Petroleum and
Convenience Retail, and (iii) Entertainment. However, effective January 1, 2006, the Company made the decision to condense its businesses into two reportable segments: (i) Hospitality (which includes the former Entertainment segment),
and (ii) Retail (which is comprised of the former Petroleum and Convenience Retail segment and the recently-acquired Synchronics business). These changes were made in order to increase managements accountability for revenue growth and
operating performance. Each segment focuses on delivering site management systems, including point-of-sale, self-service kiosk, and back-office systems, designed specifically for each of the core vertical markets.

Radiants financial performance during 2006 was positively impacted by strategic decisions designed to generate future revenue and operating income growth. The most
significant factors that affected Radiants results of operations and financial condition during 2006 included the following:



| |  |  | Significant growth within our Hospitality segment through both our direct and indirect sales channels and as a consequence of the successful acquisition and
integration of MenuLink into the segment;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increased revenues in our Retail segment through both our domestic and international markets, and the successful acquisition and integration of Synchronics into the
segment; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | International market expansion in all segments.
| | - |  | -----------------------------------------------

Acquisition of Synchronics, Inc.

On January 3, 2006, the Company acquired substantially all of the assets of Synchronics, Inc.
(Synchronics), a supplier of business management and point-of-sale software for the specialty retail industry. Total consideration was approximately $26.8 million and consisted of approximately $19.5 million in cash and 605,135 shares of
restricted common stock with a value of $12.05 per share in accordance with EITF 99-12, Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a Purchase Business Combination. The cash portion of the
purchase price was paid on the date of closing. The operations of the Synchronics business have been included in the Companys consolidated results of operations from the date of acquisition. The results of these operations are reported under
the Retail segment.

Acquisition of MenuLink Computer Solutions, Inc.

On October 6, 2005, the Company acquired the shares of MenuLink Computer Solutions, Inc. (MenuLink), a leading supplier of back-office software for the hospitality industry. The purchase of MenuLink
provides the Company with a fully integrated solution for the hospitality industry. Total consideration was approximately $12.8 million and consisted of $6.3 million in cash, three-year notes in the principal amount of $4.1 million, and 217,884
shares of restricted common stock with a value of $10.97 per share on the date of announcement (September 19, 2005). The notes have an interest rate equivalent to the prime rate. The cash consideration of $6.3 million was paid on the date of
closing. Debt will be paid in equal monthly installments (principal and interest) over a period of three years.

To the extent that Radiant believes
acquisitions or joint ventures can position the Company to better to serve its current segments, we will continue to pursue such opportunities in the future.



23



---

##### Table of Contents

Results of Operations

The following table sets forth, for the periods indicated, the percentage relationship of certain statement of operations items to total revenues:



|                                                              |  |                         |   |  |      |   |  |      |  
|------------------------------------------------------------- |  | ----------------------- | - |  | ---- | - |  | ---- | -
|                                                              |  | Year ended December 31, |  
|                                                              |  | 2006                    |   |  | 2005 |   |  | 2004 |  
|Revenues:                                                     |  |                         |   |  |      |   |  |      |  
|System sales                                                  |  | 58.5                    | % |  | 57.3 | % |  | 53.5 | %
|Client support, maintenance and other services                |  | 41.5                    |   |  | 42.7 |   |  | 46.5 |  
|                                                              |  |                         |   |  |      |   |  |      |  
|Total revenues                                                |  | 100                     |   |  | 100  |   |  | 100  |  
|                                                              |  |                         |   |  |      |   |  |      |  
|Cost of revenues:                                             |  |                         |   |  |      |   |  |      |  
|System sales                                                  |  | 30.7                    |   |  | 31.2 |   |  | 27.1 |  
|Client support, maintenance and other services                |  | 25.3                    |   |  | 28.3 |   |  | 29.2 |  
|                                                              |  |                         |   |  |      |   |  |      |  
|Total cost of revenues                                        |  | 56.0                    |   |  | 59.5 |   |  | 56.3 |  
|                                                              |  |                         |   |  |      |   |  |      |  
|Gross profit                                                  |  | 44.0                    |   |  | 40.5 |   |  | 43.7 |  
|                                                              |  |                         |  
|Operating expenses:                                           |  |                         |   |  |      |   |  |      |  
|Product development                                           |  | 9.8                     |   |  | 8.4  |   |  | 9.5  |  
|Sales and marketing                                           |  | 11.9                    |   |  | 11.1 |   |  | 13.7 |  
|Depreciation of fixed assets                                  |  | 1.6                     |   |  | 1.9  |   |  | 2.8  |  
|Amortization of intangible assets                             |  | 3.7                     |   |  | 3.1  |   |  | 3.6  |  
|Impairment of HotelTools software                             |  |                        |   |  | 0.3  |   |  |     |  
|Restructuring charges                                         |  | 0.7                     |   |  | 0.8  |   |  |     |  
|General and administrative                                    |  | 11.4                    |   |  | 10.5 |   |  | 12.1 |  
|                                                              |  |                         |   |  |      |   |  |      |  
|Total operating expenses                                      |  | 39.0                    |   |  | 36.1 |   |  | 41.7 |  
|                                                              |  |                         |   |  |      |   |  |      |  
|Income from operations                                        |  | 5.0                     |   |  | 4.4  |   |  | 2.0  |  
|Interest and other expense (income), net                      |  | 1.3                     |   |  | 0.6  |   |  | 0.8  |  
|                                                              |  |                         |   |  |      |   |  |      |  
|Income from continuing operations before income tax provision |  | 3.7                     |   |  | 3.8  |   |  | 1.2  |  
|Income tax (provision) benefit                                |  | 4.6                     |   |  | (0.6 | ) |  | (0.1 | )
|                                                              |  |                         |   |  |      |   |  |      |  
|Income from continuing operations                             |  | 8.3                     |   |  | 3.2  |   |  | 1.1  |  
|Income from discontinued Enterprise business, net             |  |                        |   |  |     |   |  | 2.0  |  
|                                                              |  |                         |   |  |      |   |  |      |  
|Net income                                                    |  | 8.3                     | % |  | 3.2  | % |  | 3.1  | %
|                                                              |  |                         |   |  |      |   |  |      |  



24



---

##### Table of Contents

Year ended December 31, 2006 compared to year ended December 31, 2005

Radiant had net income from continuing operations of $0.56 per diluted common share in 2006, compared with net income from continuing operations of $0.18 per diluted
common share in 2005. In addition, the Companys revenues increased during the year ended December 31, 2006 by approximately $50.3 million, or 29%, compared to the year ended December 31, 2005. These increases were primarily due to
new business within our direct channels in both our Hospitality and Retail segments, the successful acquisitions and integration of MenuLink and Synchronics into our business model, increased focus internationally and increased use of our reseller
channel for additional sales.

System sales  The Company derives the majority of its revenues from sales and licensing fees for its
point-of-sale hardware, software and site management software solutions. System sales for 2006 were approximately $130.1 million compared to $98.5 million in 2005, an increase of approximately $31.6 million, or 32%.

The year over year increase is primarily due to the acquisitions of MenuLink and Synchronics, the increased use of the hospitality reseller channel for additional sales,
the success of selling the Companys new hardware products into its hospitality reseller markets, and improved product demand throughout the hospitality, retail and international marketplaces.

Client support, maintenance and other services  The Company also derives revenues from client support, maintenance and other services including
training, custom software development, subscription and hosting, and implementation services (professional services). The majority of these revenues is from support and maintenance and is structured on a recurring revenue basis associated with
installed sites in the field, while additional professional services are associated with projects related to new sales or implementation of products.

Revenues from client support, maintenance and other services increased by approximately $18.6 million, or 25%, from 2005 to $92.2 million in 2006. The increase is primarily due to the additional revenues generated in both software and
hardware support and maintenance resulting from increased software and hardware sales in 2006, the increase in revenues generated from the Companys Hospitality subscription products due to continued marketing efforts around this product line,
and the additional revenues generated from the acquisitions of MenuLink and Synchronics.

System sales gross profit  Cost of system
sales consists primarily of hardware and peripherals for site-based systems, amortization of software costs and labor. All costs, other than amortization, are expensed as products are shipped, while software amortization is expensed at the greater
of straight line amortization or proportion to sales volume.

System sales gross profit increased during 2006 by approximately $17.1 million, or 38%, while
the gross margin percentage increased 2 points to 48% in 2006 compared to 2005. The increase in the gross profit percentage is primarily due to the change in mix within the Companys hardware product lines and from additional software sales
stemming from the MenuLink and Synchronics acquisitions. Collectively, the Companys software margins are higher than its hardware margins. In addition, during 2005 there were significant international shipments of low margin hardware products
in our Retail segment. These low margin sales did not repeat in 2006 and therefore resulted in improvements in hardware margins year over year. We expect our systems gross profit percentage for 2007 to be consistent with 2006 and remain in the mid
to upper 40%.

Client support, maintenance and other services gross profit  Cost of client support, maintenance and other services
consists primarily of personnel and other costs associated with the Companys services operations.

The gross profit on services revenue increased
during 2006 by approximately $11.0 million, or 44%, while the gross margin percentage increased by 5 points to 39% for 2006 compared to 2005. The increase in the gross margin percentage is primarily due to the acquisition of MenuLink and Synchronics
(both of which have successful subscription product lines), the movement of personnel from maintenance projects to research and development projects, and improved leverage of fixed costs. We expect our services gross profit percentage for 2007 to be
consistent with 2006 and remain in the mid to upper 30%.

Segment revenues  Total revenues in the Hospitality business segment were
approximately $141.2 million in 2006 compared to approximately $111.7 million in 2005, an increase of approximately $29.5 million, or 26%. The year over year increase is primarily due to the new business resulting from the acquisition of MenuLink,
use of the reseller channel for additional sales into the Hospitality market, and improved demand throughout the industry.

Total revenues in the Retail
business segment were approximately $78.5 million in 2006 compared to approximately $58.5 million in 2005, which is an increase of approximately $20.0 million, or 34%. The increase is primarily due to the Synchronics acquisition and improved demand
throughout the retail industry, both domestically and internationally.

Segment net income before allocation of central costs The
Company measures segment profit based on net income before the allocation of certain central costs. For the year ended December 31, 2006, total net income before allocation of central costs in the Hospitality business segment increased by
approximately $3.3 million, or 19%, compared to the same period in 2005. The increase was primarily due to additional revenues resulting from the acquisition of MenuLink and improved demand throughout the industry, but were offset by the lease
restructuring charge recorded in the second quarter of 2006 (see Note 8 to the consolidated financial statements).

For the year ended December 31,
2006, total net income before allocation of central costs in the Retail business segment increased by $2.6 million, or 27%, compared to the same period in 2005. This increase was primarily due to the Synchronics acquisition, improved gross margins
on hardware (due to a low margin international shipment that occurred in the second half of 2005) and improved demand throughout the retail industry.



25



---

##### Table of Contents

Total operating expenses  Total operating expenses for 2006 increased by approximately $24.7 million,
or 40%, as compared to 2005. Total operating expenses as a percentage of total revenues were 39% in 2006 compared to 36% in 2005. These increases are due to the following:



| |  |  | Additional operating expenses resulting from the acquisition of MenuLink and Synchronics; and
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | The expensing of equity-based compensation beginning in January 1, 2006, which resulted in approximately $2.5 million of additional operating expenses during
2006.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Product development expenses  Product development expenses consist primarily of wages and materials expended on product development efforts,
excluding any development expenses related to associated revenues which are included in costs of client support, maintenance and other services. Product development expenses increased during 2006 by approximately $7.3 million, or 51%, compared to
2005, primarily due to a higher level of investments in our products and the expensing of employee stock options, which accounted for approximately $0.6 million in expense during 2006. In addition, the Company has continued to increase its
investment in product development in order to ensure future growth. Product development expense as a percentage of total revenue was approximately 10% and 8% in 2006 and 2005, respectively.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sales and marketing expenses  Sales and marketing expenses increased by approximately $7.2 million, or 38%, compared to 2005, primarily due to
additional revenues generated year over year and the sales commissions associated with such sales, an increase in trade show participation during 2006, and expensing of employee stock options, which accounted for approximately $0.8 million in 2006.
Sales and marketing expenses as a percentage of total revenue were approximately 12% and 11% in 2006 and 2005, respectively.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Depreciation of fixed assets and amortization of intangible assets  Depreciation and amortization expense increased to approximately $11.7
million, or 36%, in 2006 as compared to approximately $8.6 million in 2005 primarily due to additional amortization expense related to intangible assets acquired as part of the MenuLink and Synchronics acquisitions, and additional depreciation
expense as a result of property and equipment purchases in 2006 for the build-out of Company facilities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lease restructuring charges  During the second quarter of 2006, Radiant relocated its offices in Bedford, Texas to a facility in Fort Worth,
Texas. The Company is contractually liable for the lease payments on the abandoned Bedford facility through September 2007 (lease expiration). In accordance with Statement of Financial Accounting Standards No. 146,Accounting for Costs
Associated with Exit or Disposal Activities (SFAS 146), the Company recorded a lease restructuring charge based on the fair value of the remaining lease payments and estimated maintenance costs at the abandonment date. The
restructuring charges were attributable to the Companys Hospitality business segment. The abandonment of the Bedford facility resulted in a restructuring charge of approximately $1.4 million in the second quarter of 2006, which consisted of
the fair value of the remaining lease liability and ongoing maintenance costs. During the third quarter of 2005, Radiant decided to consolidate certain facilities located in Alpharetta, Georgia, in order to reduce future operating costs. This
resulted in the abandonment of one facility, which formerly housed the Companys customer support call center. The restructuring charges were not attributable to any of the Companys reportable segments. In accordance with SFAS 146, the
Company recorded a lease restructuring charge based on the fair value of the remaining lease payments at the abandonment date less the estimated sublease rentals that could reasonably be obtained from the property. This consolidation resulted in a
restructuring charge of approximately $1.5 million in the third quarter of 2005, which consisted of $1.2 million for facility consolidations and $0.3 million of fixed asset write-offs associated with the facility consolidation. During the second
quarter of 2006, the Company updated its restructuring reserve analysis and recorded an additional $0.3 million in restructuring charges as the initial assumption regarding the ability to sublease the facility changed.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | General and administrative expenses  General and administrative expenses increased by approximately $7.3 million, or 40%, compared to 2005,
primarily due to general and administrative expenses associated with the purchases of MenuLink and Synchronics, increases in occupancy costs, additional investments in general and administrative areas to accommodate the growth of the business, and
approximately $1.2 million of additional compensation expense resulting from the expensing of stock options during 2006. General and administrative expenses as a percentage of total revenue were approximately 11% in 2006 and 2005.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest income and expense The Companys interest income is derived from the investment of its cash
and cash equivalents and remained relatively flat in 2006 compared to 2005. The Companys interest expense includes interest expense incurred on its long-term debt and capital lease obligations. Interest expense has increased from approximately
$1.2 million in 2005 to $3.0 million in 2006. This increase is attributable to the additional debt obtained to finance the acquisitions of MenuLink and Synchronics, additional short-term borrowings to finance stock repurchases and inventory
purchases, and an increase in the prime rate of interest.

Income tax provision  In the second quarter of 2006, the Company reassessed
the valuation allowance against its deferred tax assets and determined that it was more likely than not that a substantial portion of the deferred tax assets would be realized in the foreseeable future. This determination was based upon the
Companys projection of taxable income for 2006, 2007 and 2008, as well as the length of time since the Company has incurred losses from continuing operations before taxes. Accordingly, $14.2 million of the valuation allowance was released
during the second quarter of 2006, of which $2.9 million was recorded as additional paid-in-capital and $11.3 million was recorded as a benefit to the income tax provision. As a result of the reversal of the valuation allowance, the Companys
effective tax rate has fluctuated during the 2006 fiscal year, as compared to 2005.



26



---

##### Table of Contents

Year ended December 31, 2005 compared to year ended December 31, 2004

Radiant had net income from continuing operations of $0.18 per diluted common share in 2005, compared with net income from continuing operations of $0.05 per diluted
common share in 2004. In addition, the Companys revenues increased during the year ended December 31, 2005 by approximately $37.2 million, or 28%, compared to the year ended December 31, 2004. These increases were primarily due to
the organic growth in all of the Companys segments with the most significant growth occurring in the direct and reseller channels of our Hospitality segment and international growth in our Retail segment. In addition, the Company was able to
leverage its operating costs effectively throughout 2005, which resulted in operating expenses decreasing as a percentage of revenues by approximately 6%.

System sales  The Company derives the majority of its revenues from sales and licensing fees for its point-of-sale hardware, software and site management software solutions. System sales for 2005 were approximately $98.5
million compared to $72.2 million in 2004, an increase of approximately $26.3 million, or 36%.

The year over year increase is primarily due to the
increased use of the hospitality re-seller channel for additional sales, the success of selling the Companys new hardware products into its hospitality reseller markets (which began in the latter part of the second quarter of 2004), increased
presence in the international community with international revenues increasing 42% to $33.1 million, and improved product demand throughout the hospitality industry.

Client support, maintenance and other services  The Company also derives revenues from client support, maintenance and other services including training, custom software development, subscription
and hosting, and implementation services (professional services). The majority of these revenues is from support and maintenance and is structured on a recurring revenue basis associated with installed sites in the field, while additional
professional services are associated with projects related to new sales or implementation of products.

Client support, maintenance and other services
increased by approximately $10.8 million, or 17%, from 2004. The increase is primarily due to the additional revenues generated in both software and hardware maintenance due to the increased sales in 2004 and continuing through 2005, the increase in
revenues generated from the Companys Hospitality subscription products due to continued marketing efforts around this product line, and the additional revenues generated through installations custom development and consulting projects with
significant customer contracts signed in late 2004 and throughout 2005.

System sales gross profit  Cost of system sales consists
primarily of hardware and peripherals for site-based systems, amortization of software costs and labor. All costs, other than amortization, are expensed as products are shipped, while software amortization is expensed at the greater of straight line
amortization or proportion to sales volume. System sales gross profit increased in 2005 by approximately $9.2 million, or 26%, while the gross margin percentage decreased 3 points to 46% in 2005 compared to 2004. The decrease in the gross profit
percentage is primarily due to the change in mix between the Companys hardware and software product lines resulting from additional hardware sales within the reseller channel and an increase of low margin hardware products sold internationally
during the latter half of 2005.

Client support, maintenance and other services gross profit  Cost of client support, maintenance and
other services consists primarily of personnel and other costs associated with the Companys services operations. The gross profit on services revenue increased in 2005 by approximately $1.6 million, or 7%, while the gross margin percentage
decreased by 3 points to 34% for 2005 compared to 2004. The decrease in the gross margin percentage is primarily due to normal fluctuations between product development projects and maintenance projects that occur throughout the year and due to a
major software project being released in the beginning of the third quarter of 2004. Personnel expenses associated with this project were capitalized during the first half of 2004. Personnel assigned to this project were reassigned to software
maintenance projects after the completion of this project in the third quarter of 2004.

Segment revenues  Total revenues in the
Hospitality business segment were approximately $111.7 million in 2005 compared to approximately $78.2 million in 2004, an increase of approximately $33.5 million, or 42%. The two main reasons for the increase are the use of the reseller channel for
additional sales into the hospitality market (specifically hardware sales which began selling through the reseller market in the latter part of the second quarter 2004) and improved demand throughout the industry. Total revenues in the Retail
business segment were approximately $58.5 million in 2005 compared to approximately $54.3 million in 2004, which is an increase of approximately $4.2 million, or 8%. The increase is primarily due to the significant revenues being generated through
new international customer sales, which have increased 31% over 2004.

Segment net income before allocation of central costs The
Company measures segment profit based on net income before the allocation of certain central costs. For the year ended December 31, 2005, segment net income in the Hospitality business segment increased by approximately $5.0 million, or 41%,
compared to the same period in 2004. This increase was primarily due to improved demand throughout the industry and the increase in revenues resulting from the acquisition of MenuLink.

For the year ended December 31, 2005, segment net income in the Retail business segment decreased by approximately $0.1 million, or less than 1%, compared to the same period in 2004. This decrease was primarily
the result of a change in sales mix as the Company sold more low-margin hardware products in 2005 compared to 2004.



27



---

##### Table of Contents

Total operating expenses  Total operating expenses for 2005 increased by approximately $5.8 million,
or 10%, as compared to 2004. Excluding the lease restructuring charges, the impairment of the Companys HotelTools software and amortization expense, total operating expenses for 2005 increased by approximately $3.4 million, or 7%, as compared
to 2004. Total operating expenses (excluding the items noted previously) as a percentage of total revenues were 32% in 2005 compared to 38% in 2004. The following are the key components of the Companys operating expenses:



| |  |  | Product development expenses  Product development expenses consist primarily of wages and materials expended on product development efforts
excluding any development expenses related to associated revenues which are included in costs of client support, maintenance and other services. Product development expenses increased during 2005 by approximately $1.5 million, or 12%, compared to
2004, primarily due to the continued increase in the Companys investment in product development in order to promote future growth. The Company will continue to assess making advancements in its software offerings versus acquiring outside
technology. Product development expense as a percentage of total revenue was approximately 8% and 10% in 2005 and 2004, respectively.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sales and marketing expenses  Sales and marketing expenses increased by approximately $0.7 million, or 4%, compared to 2004, primarily due to
the increase in personnel and the sales commissions paid on the additional revenues generated year over year, and an increase in trade show participation and promotional items. Sales and marketing expenses as a percentage of total revenue were
approximately 11% and 14% in 2005 and 2004, respectively.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Depreciation of fixed assets and amortization of intangible assets  Depreciation and amortization expense remained relatively constant in 2005
as compared to 2004.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Impairment of HotelTools software  During 2003, management approved a plan to sell the acquired HotelTools software. At the time this plan was
approved, the software became available for immediate sale and management actively pursued interested parties to sell the software in its present condition. As a result of this impending sale and in accordance with the provisions of SFAS
No. 86,Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed, the Company wrote down the assets associated with HotelTools to its net realizable value. Additionally, the Company reclassified the
remaining intangible asset balance of $550,000 to other short-term assets to reflect the impending sale. During the second quarter of 2005, there was no activity or discussions with interested parties and management made the decision to no longer
actively pursue potential buyers of the software. Accordingly, it was determined that the asset should be written off and an impairment charge of $550,000 was recorded during the second quarter of 2005.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lease restructuring charges  During the third quarter of 2005, Radiant consolidated certain facilities located in Alpharetta, Georgia, which
resulted in the abandonment and the partial subleasing of one facility. In accordance with SFAS No. 146,Accounting for Costs Associated with Exit or Disposal Activities, the Company recorded a lease restructuring charge based on the
fair value of the remaining lease payments at the abandonment date less the estimated sublease rentals that could reasonably be obtained from the property. This consolidation resulted in a restructuring charge of approximately $1.5 million in the
third quarter of 2005 and consisted of $1.2 million for facility consolidations and approximately $0.3 million of fixed asset write-offs associated with the facility consolidation. As of December 31, 2005, approximately $1.0 million related to
the lease commitments remained in the restructuring reserve to be paid. The Company anticipates the remaining payments will be made by the fourth quarter of 2010 (lease expiration date).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | General and administrative expenses  General and administrative expenses increased by approximately $1.7 million, or 11%, compared to 2004,
primarily due to increased salary and bonus expense reflective of the Companys growth and positive results, and additional expense related to the Companys contributions to its 401(k) and profit-sharing plan which began in the third
quarter of 2004. General and administrative expenses as a percentage of total revenue were approximately 11% and 12% in 2005 and 2004, respectively.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest income and expense The Companys interest income is derived from the investment of its cash and cash equivalents and remained relatively flat in 2005 compared to 2004. The
Companys interest expense includes interest expense incurred on its long-term debt and increased from approximately $1.1 million in 2004 to $1.2 million in 2005. This increase is primarily due to the increase in the prime rate of interest
during 2005.

Income tax provision  The Company recorded an income tax provision of approximately $1.0 million in 2005 compared to a
tax provision of approximately $0.1 million in 2004. The increase was primarily due to income generated in foreign countries and domestic states in which the Company at the time had no operating loss carry-forwards.



28



---

##### Table of Contents

Liquidity and Capital Resources

On March 31, 2005, the Company entered into a senior secured credit facility (the Credit Agreement) with Wells Fargo Foothill, Inc., as the arranger, administrative agent and initial lender. The
Credit Agreement, which was amended on January 3, 2006, provides for extensions of credit, upon satisfaction of certain conditions, in the form of revolving loans in an aggregate principal amount of up to $15 million and a term loan facility in
an aggregate principal amount of up to $31 million. The expiration date of the Credit Agreement is March 31, 2010. The revolving loan amount available to the Company is derived from a monthly borrowing base calculation using the Companys
various accounts receivable balances. The amount derived from this borrowing base calculation is further reduced by the total amount of letters of credit outstanding. Loans under the Credit Agreement will bear interest, at Radiants option, at
either the London Interbank Offering Rate plus two and one half percent or at the rate that Wells Fargo Bank, N.A. announces as its prime rate then in effect. Fees associated with the Credit Agreement are typical for transactions of this type. The
Credit Agreement contains certain customary representations and warranties from Radiant. In addition, the Credit Agreement contains certain financial and non-financial covenants, with which the Company was in compliance as of December 31, 2006.
As of December 31, 2006, the Company had approximately $0.6 million in letters of credit against its available borrowing base of approximately $10.6 million, and $6.5 million was outstanding against the revolving loan facility.

The Companys working capital increased by approximately $6.8 million, or 30%, to $29.7 million at December 31, 2006 as compared to $22.8 million at
December 31, 2005. The Company has historically funded its business through cash generated by operations. Cash provided by operating activities from continuing operations for 2006 was $12.0 million as compared to $15.0 million for 2005. Cash
from operations in 2006 was mainly generated through income from operations, adjusted to exclude the effect of non-cash charges including depreciation, amortization, the release of a portion of the valuation allowance related to the Companys
deferred tax assets, and stock-based compensation. The increase in receivables is due to normal year over year fluctuations and due to growth of the business, both organic and acquisition related, as reflected in the year over year revenue increase.
The increase in inventory is also due to normal year over year fluctuations, the increase in current and anticipated hardware shipments in future quarters. The increase in accounts payable (which has a positive effect on cash flow) is a direct
result of the increase in inventory and the fact that payments to our vendors that supplied the Company with inventory were not due at year end. If near-term demand for the Companys products weakens or if significant anticipated sales in any
quarter do not close when expected, the availability of funds from operations may be adversely affected.

Cash provided by operating activities from
continuing operations for 2005 was $15.0 million as compared to $10.9 million for 2004. Cash from operations in 2005 was mainly generated from net income, the adding back of non-cash items such as depreciation, amortization, lease restructuring
charges and the impairment of the HotelTools software, and through the collection of calendar year support and maintenance invoices that are deferred and recognized over the course of the year. This was partially offset by normal fluctuations in
accounts receivable, inventories, other assets, accounts payable, accrued liabilities, payables due to BlueCube, client deposits and deferred revenue and other liabilities.

Due to the increased growth in the business and the acquisition of Aloha, increases in accounts receivable, inventories, accounts payable, accrued liabilities and deferred revenues occurred in 2004. The net effect of
these increases resulted in positive cash flows from operations of approximately $0.8 million.



29



---

##### Table of Contents

Cash used in investing activities during 2006 was $28.5 million as compared to $12.1 million during the same period in
2005. In 2006, approximately $19.5 million of the cash was used in the acquisition of Synchronics. Approximately $5.7 million of cash was invested in property and equipment, most of which was a result of renovations in the Companys
manufacturing facility and the build-out of our new satellite office location in Fort Worth, Texas. The Company continued to increase its investment in future products by investing $3.1 million in internally developed capitalizable software during
2006.

Cash used in investing activities during 2005 was $12.1 million as compared to $27.7 million during the same period in 2004. In 2005, investing
activities mainly consisted of additional consideration related to the Breeze acquisition of $1.3 million (see Note 5 of the consolidated financial statement footnotes), the purchase of equipment of $4.8 million, expenditures for capitalizable
software projects of $0.6 million, the MenuLink acquisition totaling $5.0 million, and the continued payout of accrued contractual obligations related to the Enterprise disposition totaling $0.6 million.

Cash used in investing activities in 2004 consisted primarily of cash payments of approximately $12.0 million associated with the disposition of the Enterprise business,
payment of $11.2 million made in connection with the acquisition of Aloha, purchases of property and equipment of $2.2 million, capitalized software costs of $1.9 million, and payment of $0.3 million in connection with the acquisition of E-Needs.

Cash provided by financing activities during 2006 was $14.6 million as compared to cash used in financing activities of $0.3 million in 2005. In 2006,
financing activities mainly consisted of $22.0 million in cash received under borrowings from the Credit Agreement, as amended (see Note 7 to the consolidated financial statements), repayment of $1.3 million of promissory notes related to the
MenuLink acquisition, repurchases of common stock totaling $5.0 million, scheduled payments under the credit agreement of $5.4 million, and $3.7 million of cash proceeds received from employees for the exercise of stock options.

Cash used in financing activities during 2005 consisted primarily of the repayment of $17.7 million of promissory notes related to the Aloha acquisition, proceeds
totaling $15.0 million generated from the Credit Agreement previously mentioned, payments of $0.3 million made in connection with loan fees to enter into the Credit Agreement, the repurchase of common stock from previous Breeze shareholders of $1.0
million, and cash generated from the issuance of shares under the Companys employee stock purchase plan and the exercise of employee stock options of $4.7 million.

Cash used in financing activities in 2004 consisted primarily of the payment of notes in the amount of $3.2 million in connection with the acquisition of Aloha, the Companys purchase of common stock issued to
the previous owners of Breeze Limited for approximately $1.0 million, and principal payments under capital lease obligations of approximately $0.6 million. These cash outflows were offset by cash received from the exercise of stock options of
approximately $1.2 million and approximately $1.7 million of cash received for the purchase of stock issued under the Companys employee stock purchase plan.

The Company believes that its cash and cash equivalents, funds generated from operations and borrowing capacity will provide adequate liquidity to meet its normal operating requirements, as well as to fund the above obligations for at least
the next twelve months.

The Company believes there are opportunities to grow its business through the acquisition of complementary and synergistic
companies, products and technologies. We look for acquisitions that can be readily integrated and accretive to earnings, although we may pursue smaller non-accretive acquisitions that will shorten our time to market with new technologies. The
Company expects the general size of cash acquisitions it would currently consider would be in the $5 million to $30 million range. Any material acquisition could result in a decrease to the Companys working capital depending on the amount,
timing and nature of the consideration to be paid. In addition, any material acquisitions of complementary or synergistic companies, products or technologies could require that we obtain additional debt or equity financing. There can be no assurance
that such additional financing will be available or that, if available, such financing will be obtained on terms favorable to us and would not result in additional dilution to our stockholders.



30



---

##### Table of Contents

Contractual Obligations

The Company leases office space, equipment and certain vehicles under non-cancelable operating lease agreements expiring on various dates through 2013. Additionally, the Company leases computer equipment under various capital lease
agreements which expire on various dates through December 2010. Contractual obligations as of December 31, 2006 are as follows (in thousands):



|                                                                                |  |                        |        |                 |   |            |  |            |        |                  |   |        |  |   |      
|------------------------------------------------------------------------------- |  | ---------------------- | ------ | --------------- | - | ---------- |  | ---------- | ------ | ---------------- | - | ------ |  | - | -----
|                                                                                |  | Payments Due by Period
|                                                                                |  | Total                  |        | Less than 1Year |   | 1 - 3Years |  | 3 - 5Years |        | More than 5Years
|                                                                                |  |                        |        |                
|Capital leases                                                                  |  | $                      | 720    |                 | $ | 220        |  | $          | 363    |                  | $ | 137    |  | $ |     
|Operating leases                                                                |  |                        | 38,773 |                 |   | 6,932      |  |            | 12,285 |                  |   | 10,574 |  |   | 8,982
|Other obligations:                                                              |  |                        |        |                 |   |            |  |            |        |                  |   |        |  |   |      
|Notes payable  acquisition of MenuLink Computer Solutions                      |  |                        | 2,649  |                 |   | 1,361      |  |            | 1,288  |                  |   |       |  |   |     
|Notes payable  acquisition of Aloha Technologies                               |  |                        | 964    |                 |   |           |  |            | 964    |                  |   |       |  |   |     
|Term note (Credit Agreement)                                                    |  |                        | 24,092 |                 |   | 5,900      |  |            | 11,800 |                  |   | 6,392  |  |   |     
|Short-term debt facility                                                        |  |                        | 6,489  |                 |   | 6,489      |  |            |       |                  |   |       |  |   |     
|Estimated interest payments on notes payable, term notes and capital leases (1) |  |                        | 4,830  |                 |   | 2,338      |  |            | 2,356  |                  |   | 136    |  |   |     
|Divestiture of Enterprise Software Systems (2)                                  |  |                        | 661    |                 |   | 661        |  |            |       |                  |   |       |  |   |     
|Purchase commitments (3)                                                        |  |                        | 346    |                 |   | 346        |  |            |       |                  |   |       |  |   |     
|                                                                                |  |                        |        |                 |   |            |  |            |        |                  |   |        |  |   |      
|Total contractual obligations                                                   |  | $                      | 79,524 |                 | $ | 24,247     |  | $          | 29,056 |                  | $ | 17,239 |  | $ | 8,982
|                                                                                |  |                        |        |                 |   |            |  |            |        |                  |   |        |  |   |      

---

|(1) | For purposes of this disclosure, we used the interest rates in effect as of December 31, 2006 to estimate future interest expense. See Note 7 to the consolidated financial
statements for further discussion of our debt components and their interest rate terms. Also included in this schedule are the future minimum lease payments related to facilities that are being subleased. The total minimum rentals to be received in
the future under noncancellable subleases as of December 31, 2006 are approximately $1.6 million in less than one year, $3.3 million in one to three years, $3.1 million in three to five years and $1.6 million after five years.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | See Note 5 to the consolidated financial statements for further explanation.
|--- | ----------------------------------------------------------------------------

|(3) | The Company has entered into certain noncancelable purchase orders for manufacturing supplies to be used in its normal operations. The related supplies are to be delivered at
various dates through October 2007. See Note 11.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31



---

##### Table of Contents

Critical Accounting Policies and Procedures

General

The Companys discussion and analysis of its financial condition and results of operations are
based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Companys management to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to
client programs and incentives, product returns, bad debts, inventories, intangible assets, income taxes, and commitments and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.

Management believes the following critical accounting policies affect its more significant judgments and
estimates used in the preparation of its consolidated financial statements.

Revenue Recognition

The Companys revenue is generated primarily through software and system sales, support and maintenance, and other services. The Company recognizes revenue using the
guidance from AICPA Statement of Position (SOP) 97-2,Software Revenue Recognition, as amended by SOP 98-9,Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions, SOP 81-1,Accounting for
Performance of Construction-Type and Certain Production-Type Contracts (SOP 81-1), Accounting Research Bulletin (ARB) No. 45,Long-Term Construction-Type Contracts (ARB 45), SEC Staff Accounting Bulletin
No. 104,Revenue Recognition and Emerging Issues Task Force No. 00-03,Application of AICPA Statement of Position 97-2 to Arrangements That Include the Right to Use Software Stored on Another Entitys Hardware. Under these
guidelines, the Company recognizes revenue when the following criteria are met: (1) persuasive evidence of an agreement exists; (2) delivery of the product has occurred; (3) the fee is fixed or determinable; (4) collectibility is
reasonably assured; and (5) remaining obligations under the agreement are insignificant. Under multiple element arrangements, where each element is separately stated, sold and priced, the Company allocates revenues to the various elements based
on vendor-specific objective evidence (VSOE) of fair value. The Companys VSOE of fair value is determined based on the price charged when the same element is sold separately. If evidence of fair value does not exist for all
elements in a multiple element arrangement, the Company recognizes revenue using the residual method. Under the residual method, a delivered element without VSOE of fair value is recognized as revenue if all undelivered elements have VSOE of fair
value.

The Company generally sells its products, which include both software licenses and hardware, directly to end-users. Revenue from software licenses
and system sales is generally recognized as products are shipped, provided that no significant vendor obligations remain and the collection of the related receivable is probable. For those agreements that provide for significant services or custom
development that are essential to the softwares functionality, the software license and contracted services are recognized under the percentage of completion method as prescribed by the provisions of ARB 45 and SOP 81-1.

The Company offers its clients post-contract support in the form of maintenance, telephone support and unspecified software enhancements. Revenues from support and
maintenance are recognized ratably over the term of the agreement.

The Companys services revenues consist of professional fees generated from
consulting, custom development, installation and training. Revenues related to professional services performed by the Company are generally recognized on a time and materials basis as the services are performed. Under contracts where revenues are
recognized using the percentage of completion method under the provisions of SOP 81-1, the Company measures its progress-to-completion by using input measures, primarily labor hours. The Company continually updates and revises estimates of its input
measures. If those estimates indicate a loss will be incurred, the entire loss is recognized in that period.

In addition, the Company offers its customers
subscription pricing and hosting services for some of its products. Under these subscription-based contracts, revenues are recognized ratably over the contract period commencing generally when the product has been installed and training has been
completed.

Allowance for Doubtful Accounts

The
Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of clients to make required payments. Estimates are developed by using standard quantitative measures based on historical losses, adjusting for
current economic conditions and, in some cases, evaluating specific client accounts for risk of loss. The establishment of reserves requires the use of judgment and assumptions regarding the potential for losses on receivable balances. Though the
Company considers these allowances adequate and proper, if the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.



32



---

##### Table of Contents

Stock-based Compensation Expense

On January 1, 2006, Radiant implemented the provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payments (SFAS 123(R)), using the modified prospective transition
method. SFAS 123(R) requires companies to recognize the cost for employee services received in exchange for awards of equity instruments based upon the grant-date fair value of those awards. Using the modified prospective transition method of
adopting SFAS 123(R), Radiant began recognizing compensation expense for equity-based awards granted after January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R), plus unvested awards
granted prior to January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123. Under this method of implementation, no restatement of prior periods has been made.

At December 31, 2006, Radiant had approximately 1.9 million unvested options outstanding with a weighted-average grant-date fair value per share of $3.05. The
unvested options have a total unrecognized compensation expense of approximately $3.7 million, net of estimated forfeitures, which will be recognized over the weighted average period of 1.69 years.

For the year ended December 31, 2006, Radiant recognized stock compensation expense of approximately $3.3 million. Prior to our adoption of SFAS 123(R), Radiant
applied the intrinsic value method set forth in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, to calculate the compensation expense for stock-based awards. Historically, the Companys
general policy was to set the exercise price for its stock options equal to the market value on the grant date. As a result, the options had no intrinsic value on their grant dates, and the Company did not record any compensation expense unless the
terms of the options were subsequently modified. For the years ended December 31, 2005 and 2004, the Company would have recognized approximately $4.7 million and $0.5 million net of tax, respectively, as expense for equity-based awards under
SFAS 123(R).

Radiant uses the Black-Scholes model to estimate the fair value of options granted. The Black-Scholes model requires estimates of the
expected term of the option, as well as future volatility and the risk-free interest rate.

For options issued during the year ended December 31,
2006, Radiant estimated the weighted average grant-date fair value per share to be $5.00. The key assumptions that we used to calculate these values are provided below:



|                         |  |                  
|------------------------ |  | -----------------
|                         |  | Year ended       
|                         |  | December 31, 2006
|Expected volatility      |  | 52-55%           
|Expected life (in years) |  | 3-4              
|Expected dividend yield  |  | 0.00%            
|Risk-free interest rate  |  | 4.6-5.4%         

The assumptions made represent our managements best estimate, but they are highly subjective and inherently
uncertain. If management had made different assumptions, the calculation of the options fair value and the resulting stock-based compensation expense could differ, perhaps materially, from the amounts recognized in Radiants financial
statements.

In addition to the assumptions used to calculate the fair value of Radiants options, the Company is required to estimate the expected
forfeiture rate of all share-based awards and only recognize expense for those awards the Company expects to vest. The stock-based compensation expense recognized in Radiants consolidated statement of operations for the year ended
December 31, 2006 has been reduced for estimated forfeitures. If management were to change the estimate of forfeiture rates, the amount of stock-based compensation expense could differ, perhaps materially, from the amount recognized in the
Radiants financial statements.

Inventories

Inventories are stated at the lower of cost or market value. Cost is principally determined by the first-in, first-out method. The Company records adjustments to the value of inventory based upon its forecasted plans to sell its
inventories. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from actual
requirements if future economic conditions, client inventory levels or competitive conditions differ from expectations.

Capitalized Software
Development Costs

In accordance with Statement of Financial Accounting Standards No. 86, the Companys policy on capitalized software
costs determines the timing of recognition of certain development costs. In addition, this policy determines whether the cost is classified as development expense or cost of license fees. Capitalization of such costs begins when a detail program or
a working model has been produced as evidenced by the completion of design, planning, coding and testing, such that the product meets its design specifications and has thereby established technological feasibility. Capitalization of such costs ends
when the resulting product is available for general release to the public. Amortization of capitalized software development costs is provided at the greater of the ratio of current product revenue to the total of current and anticipated product
revenue or on a straight-line basis over the estimated economic life of the software, which the Company has determined is not more than five years. Management is required to use its judgment in determining whether development costs meet the criteria
for immediate expense or capitalization. Additionally, management is required to use its judgment in the valuation of the unamortized capitalized software costs in determining whether the recorded value is recoverable based on future product sales.

Long-Lived Assets

The Company evaluates the
recoverability of long-lived assets and finite-lived identifiable intangibles not held for sale whenever events or changes in circumstances indicate that an assets carrying amount may not be recoverable. Such circumstances could include, but
are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, or (3) an accumulation of costs
significantly in excess of the amount originally expected for the acquisition or construction of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum
of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds the
fair value of the asset. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of
estimated future cash flows.



33



---

##### Table of Contents

Goodwill and Intangible Assets

The Company has significant intangible assets related to goodwill and other acquired intangibles as well as capitalized software costs. In assessing the recoverability of goodwill and other intangible assets, the
Company must make assumptions regarding the estimated future cash flows and other factors to determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record
impairment charges against these assets in the reporting period in which the impairment is determined. For intangible assets, this evaluation includes an analysis of estimated future undiscounted net cash flows expected to be generated by the assets
over their estimated useful lives. If the estimated future undiscounted net cash flows are insufficient to recover the carrying value of the assets over their estimated useful lives, the Company will record an impairment charge in the amount by
which the carrying value of the assets exceeds their fair value. For goodwill, the impairment evaluation includes a comparison of the carrying value of the reporting unit which houses goodwill to that reporting units fair value. The fair value
of the reporting units is based upon the net present value of future cash flows, including a terminal value calculation. If the reporting units estimated fair value exceeds the reporting units carrying value, no impairment of goodwill
exists. If the fair value of the reporting unit does not exceed its carrying value, then further analysis would be required to determine the amount of the impairment, if any. If the Company determines that there is an impairment in either an
intangible asset, or goodwill, the Company may be required to record an impairment charge in the reporting period in which the impairment is determined, which may have a negative impact on earnings.

Income Taxes

The Company has significant amounts of deferred
tax assets that are reviewed for recoverability and valued accordingly. These assets are evaluated by using estimates of future taxable income, the timing of reversals of temporary taxable differences and the impact of tax planning strategies.
Valuation allowances related to net deferred tax assets could be impacted by changes to tax codes, changes in statutory tax rates and the Companys future taxable income levels.

Recent Accounting Pronouncements

In September 2006, the SEC staff revised Staff Accounting Bulletin (SAB)
Topic 1N, Financial Statements  Considering the Effects of Prior Year Misstatements when Qualifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 addresses how a registrant should evaluate
whether an error in its financial statements is material. The guidance in SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 did not have a material impact on the Companys financial position or
results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements
(SFAS 157). This statement defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure related to the use of fair
value measures in financial statements. SFAS 157 is effective for fiscal years beginning after November 15, 2007; however, earlier adoption is encouraged. The Company is currently assessing the potential impact, if any,
of this statement on its financial statements.

In June 2006, the FASB issued interpretation No. 48 (FIN 48),
Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109. The interpretation prescribes a consistent recognition threshold and measurement attribute, as well as clear criteria for subsequently
recognizing, derecognizing and measuring such tax positions for financial statement purposes. FIN 48 also requires expanded disclosure with respect to the uncertainty in income taxes. FIN 48 is effective for the Company as of January 1, 2007.
The Company is currently assessing the potential impact, if any, of FIN 48 on its financial statements.

In November 2005, the FASB issued FSP
No. FAS 123(R)-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards. This FSP provides an elective alternative simplified method for calculating the pool of excess tax benefits available to
absorb tax deficiencies recognized subsequent to the adoption of SFAS 123(R) and reported in the consolidated statements of cash flows. Companies may take up to one year from the effective date of the FSP to evaluate the available transition
alternatives and make a one-time election as to which method to adopt. We have elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax effects of stock-based compensation pursuant to SFAS
No. 123R. Using this methodology, we had no beginning balance in the APIC pool.



34



---

##### Table of Contents

In March 2005, the SEC released SEC Staff Accounting Bulletin No. 107 (SAB 107). SAB 107 provides the
SEC staff position regarding the application of SFAS 123R, Share-Based Payment. SAB 107 contains interpretive guidance relating to the interaction between SFAS 123R and certain SEC rules and regulations, as well as the staffs views
regarding the valuation of share-based payment arrangements for public companies. SAB 107 also highlights the importance of disclosures made related to the accounting for share-based payment transactions. Radiant has incorporated SAB 107 as part of
its adoption of SFAS 123R in 2006.

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (Revised 2004),Share-Based Payment (SFAS 123R) which is effective for the Company beginning on January 1, 2006. SFAS 123R replaces SFAS 123, and supersedes APB Opinion No. 25,Accounting for Stock Issued to Employees (APB
25). SFAS 123R requires that the compensation cost relating to share-based awards to employees be recognized in financial statements and be measured based on the grant-date fair value of the stock options or other equity-based compensation.
The Company is recognizing stock-based compensation expense on all awards on a straight-line basis over the requisite service period using the modified prospective method.

Off-Balance Sheet Arrangements

The Company does not have any material off-balance sheet arrangements (as defined in
the applicable regulations) that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources.



35



---

##### Table of Contents

|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Interest Rates

The Companys financial instruments that are subject to market risks are its cash and cash equivalents and
long-term debt. During 2006, the weighted average interest rate on its cash balances was approximately 2.50%. A 10% decrease in this rate would have decreased interest income by approximately $1,000 during 2006. Also during 2006, the weighted
average interest rate on the Companys long-term debt was approximately 8.69%. A 10% increase in this rate would have increased interest expense by approximately $299,000 during 2006.

Foreign Exchange

As more fully explained in Note 14 of the
consolidated financial statements, the Companys international revenues were approximately $38.4 million, $33.1 million and $23.3 million for the years ended December 31, 2006, 2005 and 2004, respectively. The Companys international
operations are subject to risks typical of an international business, including, but not limited to: differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions and foreign exchange rate
volatility. Accordingly, the Companys future results could be materially adversely impacted by changes in these or other factors. The effect of foreign exchange rate fluctuations on the Companys results of operations and financial
position during 2006, 2005 and 2004 were not material.



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

The following
consolidated financial statements are filed with this Report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2006 and 2005

Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004

Consolidated Statements of Shareholders
Equity for the years ended December 31, 2006, 2005 and 2004

Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005
and 2004

Notes to Consolidated Financial Statements.



36



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Radiant Systems, Inc.

We have audited the accompanying consolidated balance sheets of Radiant Systems, Inc and subsidiaries (the Company) as of December 31,
2006 and 2005, and the related consolidated statements of operations, shareholders equity, and cash flows for each of the three years in the period ended December 31, 2006. Our audits also included the financial statement schedule listed
in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on the financial statements and financial statement
schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
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 examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial
position of Radiant Systems, Inc. and subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting
principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

As discussed in Note 3 to the consolidated financial statements, the Company adopted Statement of
Financial Accounting Standard No. 123(R) Share-Based Payment, effective January 1, 2006, based on the modified prospective application transition method.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Companys internal control over financial reporting as of
December 31, 2006, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2007 expressed an
unqualified opinion on managements assessment of the effectiveness of the Companys internal control over financial reporting and an unqualified opinion on the effectiveness of the Companys internal control over financial reporting.



|                     
|---------------------
|DELOITTE & TOUCHE LLP
|                     
|Atlanta, Georgia     
|February 26, 2007    



37



---

##### Table of Contents

RADIANT SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2006 AND 2005

(In thousands, except share data)



|                                                                                                                      |  |                  |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                      |  | December 31,2006 |         |   | December 31,2005 |  
|ASSETS                                                                                                                |  |                  |         |   |                  |   |         |  
|Current assets                                                                                                        |  |                  |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                             |  | $                | 15,720  |   |                  | $ | 17,641  |  
|Accounts receivable, net of allowance for doubtful accounts of $3,510 and $3,407, respectively                        |  |                  | 34,104  |   |                  |   | 27,047  |  
|Receivable due from BlueCube                                                                                          |  |                  | 1,099   |   |                  |   | 512     |  
|Inventories, net                                                                                                      |  |                  | 26,484  |   |                  |   | 18,093  |  
|Deferred tax assets                                                                                                   |  |                  | 9,327   |   |                  |   |        |  
|Other current assets                                                                                                  |  |                  | 1,310   |   |                  |   | 2,287   |  
|                                                                                                                      |  |                  |         |   |                  |   |         |  
|Total current assets                                                                                                  |  |                  | 88,044  |   |                  |   | 65,580  |  
|Property and equipment, net                                                                                           |  |                  | 14,726  |   |                  |   | 9,607   |  
|Software development costs, net                                                                                       |  |                  | 5,019   |   |                  |   | 2,249   |  
|Deferred tax assets, non-current                                                                                      |  |                  | 5,252   |   |                  |   |        |  
|Goodwill                                                                                                              |  |                  | 61,948  |   |                  |   | 44,239  |  
|Intangible assets, net                                                                                                |  |                  | 23,447  |   |                  |   | 20,537  |  
|Other long-term assets                                                                                                |  |                  | 219     |   |                  |   | 293     |  
|                                                                                                                      |  |                  |         |   |                  |   |         |  
|Total assets                                                                                                          |  | $                | 198,655 |   |                  | $ | 142,505 |  
|                                                                                                                      |  |                  |         |   |                  |   |         |  
|                                                                                                                      |  |                 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                  |  |                  |         |   |                  |   |         |  
|Current liabilities                                                                                                   |  |                  |         |   |                  |   |         |  
|Short-term debt facility                                                                                              |  | $                | 6,489   |   |                  | $ |        |  
|Current portion of long-term debt                                                                                     |  |                  | 7,261   |   |                  |   | 4,292   |  
|Accounts payable                                                                                                      |  |                  | 12,939  |   |                  |   | 10,355  |  
|Accrued liabilities                                                                                                   |  |                  | 17,491  |   |                  |   | 13,637  |  
|Accrued contractual obligations and payables due to BlueCube                                                          |  |                  | 3,665   |   |                  |   | 1,947   |  
|Client deposits and unearned revenues                                                                                 |  |                  | 10,365  |   |                  |   | 12,490  |  
|Current portion of capital lease payments                                                                             |  |                  | 178     |   |                  |   | 37      |  
|                                                                                                                      |  |                  |         |   |                  |   |         |  
|Total current liabilities                                                                                             |  |                  | 58,388  |   |                  |   | 42,758  |  
|Client deposits and unearned revenues, net of current portion                                                         |  |                  | 188     |   |                  |   | 376     |  
|Capital lease payments, net of current portion                                                                        |  |                  | 451     |   |                  |   | 42      |  
|Long-term debt, net of current portion                                                                                |  |                  | 20,444  |   |                  |   | 14,091  |  
|Other long-term liabilities                                                                                           |  |                  | 3,213   |   |                  |   | 805     |  
|                                                                                                                      |  |                  |         |   |                  |   |         |  
|Total liabilities                                                                                                     |  |                  | 82,684  |   |                  |   | 58,072  |  
|                                                                                                                      |  |                  |         |   |                  |   |         |  
|Shareholders equity                                                                                                  |  |                  |         |   |                  |   |         |  
|Preferred stock, no par value; 5,000,000 shares authorized, no shares issued                                          |  |                  |        |   |                  |   |        |  
|Common stock, no par value; 100,000,000 shares authorized; 30,923,800 and 30,094,973 shares issued and outstanding at |  |                  |         |   |                  |   |         |  
|December 31, 2006 and December 31, 2005, respectively                                                                 |  |                  |        |   |                  |   |        |  
|Additional paid-in capital                                                                                            |  |                  | 137,151 |   |                  |   | 124,744 |  
|Accumulated deficit                                                                                                   |  |                  | (21,667 | ) |                  |   | (40,024 | )
|Accumulated other comprehensive income (loss)                                                                         |  |                  | 487     |   |                  |   | (287    | )
|                                                                                                                      |  |                  |         |   |                  |   |         |  
|Total shareholders equity                                                                                            |  |                  | 115,971 |   |                  |   | 84,433  |  
|                                                                                                                      |  |                  |         |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                            |  | $                | 198,655 |   |                  | $ | 142,505 |  
|                                                                                                                      |  |                  |         |   |                  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



38



---

##### Table of Contents

RADIANT SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2006,
2005 AND 2004

(In thousands, except per share data)



|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                              |  | 2006 |         |   | 2005 |   |         | 2004 | 
|Revenues:                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|System sales                                                  |  | $    | 130,155 |   |      | $ | 98,530  |      |  | $ | 72,198  |  
|Client support, maintenance, and other services               |  |      | 92,155  |   |      |   | 73,512  |      |  |   | 62,676  |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Total revenues                                                |  |      | 222,310 |   |      |   | 172,042 |      |  |   | 134,874 |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                              |  |      |        
|Cost of revenues:                                             |  |      |         |   |      |   |         |      |  |   |         |  
|System sales                                                  |  |      | 68,250  |   |      |   | 53,687  |      |  |   | 36,546  |  
|Client support, maintenance, and other services               |  |      | 56,201  |   |      |   | 48,605  |      |  |   | 39,372  |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Total cost of revenues                                        |  |      | 124,451 |   |      |   | 102,292 |      |  |   | 75,918  |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Gross profit                                                  |  |      | 97,859  |   |      |   | 69,750  |      |  |   | 58,956  |  
|                                                              |  |      |        
|Operating expenses:                                           |  |      |         |   |      |   |         |      |  |   |         |  
|Product development                                           |  |      | 21,746  |   |      |   | 14,406  |      |  |   | 12,864  |  
|Sales and marketing                                           |  |      | 26,383  |   |      |   | 19,137  |      |  |   | 18,453  |  
|Depreciation of fixed assets                                  |  |      | 3,532   |   |      |   | 3,267   |      |  |   | 3,792   |  
|Amortization of intangible assets                             |  |      | 8,190   |   |      |   | 5,317   |      |  |   | 4,891   |  
|Impairment of HotelTools software (Note 5)                    |  |      |        |   |      |   | 550     |      |  |   |        |  
|Restructuring charges (Note 8)                                |  |      | 1,663   |   |      |   | 1,450   |      |  |   |        |  
|General and administrative                                    |  |      | 25,292  |   |      |   | 18,022  |      |  |   | 16,308  |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Total operating expenses                                      |  |      | 86,806  |   |      |   | 62,149  |      |  |   | 56,308  |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                              |  |      |        
|Income from operations                                        |  |      | 11,053  |   |      |   | 7,601   |      |  |   | 2,648   |  
|Interest income                                               |  |      | 5       |   |      |   | 26      |      |  |   | 81      |  
|Interest expense                                              |  |      | (3,042  | ) |      |   | (1,219  | )    |  |   | (1,050  | )
|Other income (expense), net                                   |  |      | 38      |   |      |   | 183     |      |  |   | (65     | )
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Income from continuing operations before income tax provision |  |      | 8,054   |   |      |   | 6,591   |      |  |   | 1,614   |  
|Income tax benefit (provision)                                |  |      | 10,303  |   |      |   | (1,029  | )    |  |   | (139    | )
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Income from continuing operations                             |  |      | 18,357  |   |      |   | 5,562   |      |  |   | 1,475   |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Income from discontinued Enterprise business (Note 5)         |  |      |         |   |      |   |         |      |  |   |         |  
|Loss from operations of Enterprise business, net              |  |      |        |   |      |   |        |      |  |   | (913    | )
|Gain on disposal of Enterprise business, net                  |  |      |        |   |      |   |        |      |  |   | 3,626   |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Income from discontinued Enterprise business, net             |  |      |        |   |      |   |        |      |  |   | 2,713   |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Net income                                                    |  | $    | 18,357  |   |      | $ | 5,562   |      |  | $ | 4,188   |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                              |  |      |        
|Income per share from continuing operations:                  |  |      |         |   |      |   |         |      |  |   |         |  
|Basic income per share                                        |  | $    | 0.59    |   |      | $ | 0.19    |      |  | $ | 0.05    |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Diluted income per share                                      |  | $    | 0.56    |   |      | $ | 0.18    |      |  | $ | 0.05    |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Income per share from discontinued Enterprise business, net:  |  |      |         |   |      |   |         |      |  |   |         |  
|Basic income per share                                        |  | $    |        |   |      | $ |        |      |  | $ | 0.10    |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Diluted income per share                                      |  | $    |        |   |      | $ |        |      |  | $ | 0.09    |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                              |  |      |        
|Net income per share:                                         |  |      |         |   |      |   |         |      |  |   |         |  
|Basic income per share                                        |  | $    | 0.59    |   |      | $ | 0.19    |      |  | $ | 0.15    |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Diluted income per share                                      |  | $    | 0.56    |   |      | $ | 0.18    |      |  | $ | 0.14    |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                              |  |      |        
|Weighted average shares outstanding:                          |  |      |         |   |      |   |         |      |  |   |         |  
|Basic                                                         |  |      | 30,861  |   |      |   | 29,503  |      |  |   | 28,828  |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Diluted                                                       |  |      | 32,636  |   |      |   | 31,569  |      |  |   | 29,099  |  
|                                                              |  |      |         |   |      |   |         |      |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



39



---

##### Table of Contents

RADIANT SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

FOR THE YEARS ENDED
DECEMBER 31, 2006, 2005 AND 2004

(In thousands)



|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|----------------------------------------------------------------------------------------------------------- |  | ------------ | - | ------------------------ | ------ | - | ------------------ | - | ------- | -------------------------------------------- |  | - | ------- | - |  | - | ---- | - |  | - | ------- | -
|                                                                                                            |  | Common Stock |   | AdditionalPaid-inCapital |        |   | AccumulatedDeficit |   |         | AccumulatedOther Comprehensive Income
(Loss) |  |   | Total   |  
|                                                                                                            |  | Shares       |   |                          | Amount |   |                    |   |        
|BALANCE, January 1, 2004                                                                                    |  | 28,105       |   |                          | $      |  |                    | $ | 116,480 |                                              |  | $ | (49,774 | ) |  | $ | 217  |   |  | $ | 66,923  |  
|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|Components of comprehensive loss:                                                                           |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|Net income                                                                                                  |  |             |   |                          |        |  |                    |   |        |                                              |  |   | 4,188   |   |  |   |     |   |  |   | 4,188   |  
|Foreign currency translation adjustment                                                                     |  |             |   |                          |        |  |                    |   |        |                                              |  |   |        |   |  |   | 27   |   |  |   | 27      |  
|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|Total comprehensive income:                                                                                 |  |             |   |                          |        |  |                    |   |        |                                              |  |   | 4,188   |   |  |   | 27   |   |  |   | 4,215   |  
|Issuance of common stock in connection with acquisitions                                                    |  | 2,638        |   |                          |        |  |                    |   | 16,556  |                                              |  |   |        |   |  |   |     |   |  |   | 16,556  |  
|Treasury stock purchase and retirement in connection with thedivestiture of the Enterprise segment (Note 5) |  | (2,000       | ) |                          |        |  |                    |   | (16,300 | )                                            |  |   |        |   |  |   |     |   |  |   | (16,300 | )
|Treasury stock purchase and retirement                                                                      |  | (141         | ) |                          |        |  |                    |   | (1,020  | )                                            |  |   |        |   |  |   |     |   |  |   | (1,020  | )
|Exercise of employee stock options                                                                          |  | 271          |   |                          |        |  |                    |   | 1,202   |                                              |  |   |        |   |  |   |     |   |  |   | 1,202   |  
|Stock issued under employee stock purchase plan                                                             |  | 448          |   |                          |        |  |                    |   | 1,731   |                                              |  |   |        |   |  |   |     |   |  |   | 1,731   |  
|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|                                                                                                            |  |              |   |                          |        |  
|BALANCE, December 31, 2004                                                                                  |  | 29,321       |   |                          |        |  |                    |   | 118,649 |                                              |  |   | (45,586 | ) |  |   | 244  |   |  |   | 73,307  |  
|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|Components of comprehensive income:                                                                         |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|Net income                                                                                                  |  |             |   |                          |        |  |                    |   |        |                                              |  |   | 5,562   |   |  |   |     |   |  |   | 5,562   |  
|Foreign currency translation adjustment                                                                     |  |             |   |                          |        |  |                    |   |        |                                              |  |   |        |   |  |   | (531 | ) |  |   | (531    | )
|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|Total comprehensive income:                                                                                 |  |             |   |                          |        |  |                    |   |        |                                              |  |   | 5,562   |   |  |   | (531 | ) |  |   | 5,031   |  
|Issuance of common stock in connection with acquisitions                                                    |  | 218          |   |                          |        |  |                    |   | 2,390   |                                              |  |   |        |   |  |   |     |   |  |   | 2,390   |  
|Treasury stock purchase and retirement                                                                      |  | (237         | ) |                          |        |  |                    |   | (1,000  | )                                            |  |   |        |   |  |   |     |   |  |   | (1,000  | )
|Exercise of employee stock options                                                                          |  | 500          |   |                          |        |  |                    |   | 2,895   |                                              |  |   |        |   |  |   |     |   |  |   | 2,895   |  
|Stock issued under employee stock purchase plan                                                             |  | 293          |   |                          |        |  |                    |   | 1,810   |                                              |  |   |        |   |  |   |     |   |  |   | 1,810   |  
|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|                                                                                                            |  |              |   |                          |        |  
|BALANCE, December 31, 2005                                                                                  |  | 30,095       |   |                          |        |  |                    |   | 124,744 |                                              |  |   | (40,024 | ) |  |   | (287 | ) |  |   | 84,433  |  
|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|Components of Comprehensive income:                                                                         |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|Net income                                                                                                  |  |             |   |                          |        |  |                    |   |        |                                              |  |   | 18,357  |   |  |   |     |   |  |   | 18,357  |  
|Foreign currency translation adjustment                                                                     |  |             |   |                          |        |  |                    |   |        |                                              |  |   |        |   |  |   | 774  |   |  |   | 774     |  
|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|Total comprehensive income                                                                                  |  |             |   |                          |        |  |                    |   |        |                                              |  |   | 18,357  |   |  |   | 774  |   |  |   | 19,131  |  
|Issuance of common stock in connection with acquisitions                                                    |  | 605          |   |                          |        |  |                    |   | 7,292   |                                              |  |   |        |   |  |   |     |   |  |   | 7,292   |  
|Exercise of employee stock options                                                                          |  | 674          |   |                          |        |  |                    |   | 3,745   |                                              |  |   |        |   |  |   |     |   |  |   | 3,745   |  
|Treasury stock purchase and retirement                                                                      |  | (453         | ) |                          |        |  |                    |   | (4,972  | )                                            |  |   |        |   |  |   |     |   |  |   | (4,972  | )
|Income tax benefit from release of valuation allowance (see Note 10)                                        |  |             |   |                          |        |  |                    |   | 2,919   |                                              |  |   |        |   |  |   |     |   |  |   | 2,919   |  
|Stock issued under employee stock purchase plan                                                             |  | 3            |   |                          |        |  |                    |   | 29      |                                              |  |   |        |   |  |   |     |   |  |   | 29      |  
|Tax benefits related from stock options                                                                     |  |             |   |                          |        |  |                    |   | 53      |                                              |  |   |        |   |  |   |     |   |  |   | 53      |  
|Stock-based compensation                                                                                    |  |             |   |                          |        |  |                    |   | 3,341   |                                              |  |   |        |   |  |   |     |   |  |   | 3,341   |  
|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  
|BALANCE, December 31, 2006                                                                                  |  | 30,924       |   |                          |        |  |                    | $ | 137,151 |                                              |  | $ | (21,667 | ) |  | $ | 487  |   |  | $ | 115,971 |  
|                                                                                                            |  |              |   |                          |        |   |                    |   |         |                                              |  |   |         |   |  |   |      |   |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



40



---

##### Table of Contents

RADIANT SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2006,
2005 AND 2004

(In thousands)



|                                                                                         |  |      |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                         |  | 2006 |         |   | 2005 |   |         | 2004 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Net income                                                                               |  | $    | 18,357  |   |      | $ | 5,562   |      |  | $ | 4,188   |  
|Adjustments to reconcile net income to net cash provided by operating activities:        |  |      |         |   |      |   |         |      |  |   |         |  
|Impairment of HotelTools software (see Note 5)                                           |  |      |        |   |      |   | 550     |      |  |   |        |  
|Disposal of leasehold improvements related to lease restructuring (see Note 8)           |  |      |        |   |      |   | 250     |      |  |   |        |  
|Gain on sale of Enterprise business                                                      |  |      |        |   |      |   |        |      |  |   | (3,626  | )
|Stock-based compensation expense                                                         |  |      | 3,260   |   |      |   |        |      |  |   |        |  
|Lease restructuring reserve (see Note 8)                                                 |  |      | 1,663   |   |      |   | 1,200   |      |  |   |        |  
|Utilization of acquired deferred tax asset                                               |  |      | 60      |   |      |   | 571     |      |  |   |        |  
|Release of valuation allowance related to deferred tax assets (see Note10)               |  |      | (10,923 | ) |      |   |        |      |  |   |        |  
|Depreciation and amortization                                                            |  |      | 12,449  |   |      |   | 9,408   |      |  |   | 9,427   |  
|Interest incurred and accrued  Aloha acquisition                                        |  |      |        |   |      |   |        |      |  |   | 88      |  
|Changes in assets and liabilities, net of acquired entities:                             |  |      |         |   |      |   |         |      |  |   |         |  
|Accounts receivable                                                                      |  |      | (7,019  | ) |      |   | (2,127  | )    |  |   | (3,283  | )
|Inventories                                                                              |  |      | (8,330  | ) |      |   | 520     |      |  |   | (5,563  | )
|Other assets                                                                             |  |      | 700     |   |      |   | (722    | )    |  |   | 554     |  
|Accounts payable                                                                         |  |      | 2,305   |   |      |   | (1,843  | )    |  |   | 5,691   |  
|Accrued liabilities                                                                      |  |      | (1,001  | ) |      |   | 998     |      |  |   | 1,434   |  
|Payables due to BlueCube (see Note 5)                                                    |  |      | 1,718   |   |      |   | (433    | )    |  |   | 1,642   |  
|Client deposits and deferred revenue                                                     |  |      | (3,590  | ) |      |   | 1,331   |      |  |   | 395     |  
|Other liabilities                                                                        |  |      | 2,078   |   |      |   | (293    | )    |  |   | (83     | )
|                                                                                         |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash provided by operating activities                                                |  |      | 11,727  |   |      |   | 14,972  |      |  |   | 10,864  |  
|                                                                                         |  |      |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Purchases of property and equipment                                                      |  |      | (5,651  | ) |      |   | (4,785  | )    |  |   | (2,239  | )
|Capitalized software development costs                                                   |  |      | (3,125  | ) |      |   | (554    | )    |  |   | (1,894  | )
|Accrued contractual obligation and other payments related to sale of Enterprise business |  |      |        |   |      |   | (604    | )    |  |   | (12,022 | )
|Proceeds from sale of fixed assets                                                       |  |      |        |   |      |   | 193     |      |  |   |        |  
|Acquisition of Synchronics                                                               |  |      | (19,474 | ) |      |   |        |      |  |   |        |  
|Acquisition of MenuLink, net of cash acquired                                            |  |      |        |   |      |   | (5,046  | )    |  |   |        |  
|Additional consideration for Breeze acquisition                                          |  |      |        |   |      |   | (1,300  | )    |  |   |        |  
|Acquisition of Aloha, net of cash acquired                                               |  |      |        |   |      |   |        |      |  |   | (11,200 | )
|Acquisition of E-Needs                                                                   |  |      |        |   |      |   |        |      |  |   | (300    | )
|                                                                                         |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                                    |  |      | (28,250 | ) |      |   | (12,096 | )    |  |   | (27,655 | )
|                                                                                         |  |      |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Proceeds from exercise of employee stock options                                         |  |      | 3,745   |   |      |   | 2,895   |      |  |   | 1,202   |  
|Proceeds from shares issued under employee stock purchase plan                           |  |      | 29      |   |      |   | 1,810   |      |  |   | 1,731   |  
|Tax benefits from stock options                                                          |  |      | 53      |   |      |   |        |      |  |   |        |  
|Principal payments on capital lease obligations                                          |  |      | (64     | ) |      |   | (203    | )    |  |   | (599    | )
|Principal payments on debt  Aloha acquisition                                           |  |      |        |   |      |   |        |      |  |   | (3,230  | )
|Borrowings under long-term debt facility                                                 |  |      | 16,000  |   |      |   | 15,000  |      |  |   |        |  
|Net borrowings from short-term debt facility                                             |  |      | 6,489   |   |      |   |        |      |  |   |        |  
|Principal payments on long-term debt facility                                            |  |      | (5,404  | ) |      |   | (750    | )    |  |   |        |  
|Payment on loan fees associated with Credit Agreement                                    |  |      |        |   |      |   | (342    | )    |  |   |        |  
|Repurchase of common stock                                                               |  |      | (4,972  | ) |      |   | (1,000  | )    |  |   | (1,020  | )
|Principal payment on notes payable to shareholders                                       |  |      | (1,274  | ) |      |   | (17,712 | )    |  |   |        |  
|                                                                                         |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash provided by (used in) financing activities                                      |  |      | 14,602  |   |      |   | (302    | )    |  |   | (1,916  | )
|                                                                                         |  |      |         |   |      |   |         |      |  |   |         |  
|(Decrease) increase in cash and cash equivalents                                         |  |      | (1,921  | ) |      |   | 2,574   |      |  |   | (18,707 | )
|Cash and cash equivalents at beginning of year                                           |  |      | 17,641  |   |      |   | 15,067  |      |  |   | 33,774  |  
|                                                                                         |  |      |         |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                                 |  | $    | 15,720  |   |      | $ | 17,641  |      |  | $ | 15,067  |  
|                                                                                         |  |      |         |   |      |   |         |      |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



41



---

##### Table of Contents

|                                                                         |  |      |       |      |   |       |  |   |       
|------------------------------------------------------------------------ |  | ---- | ----- | ---- | - | ----- |  | - | ------
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                       |  | 2006 |       | 2005 |   | 2004 
|Non-cash transactions related to acquisitions and divestitures (Note 5): |  |      |       |      |   |       |  |   |       
|Issuance of common stockSynchronics                                     |  | $    | 7,292 |      | $ |      |  | $ |      
|Adjustment related to change in contingent liabilities of MenuLink       |  | $    | 160   |      | $ |      |  | $ |      
|Issuance of common stock  MenuLink                                      |  | $    |      |      | $ | 2,390 |  | $ |      
|Reduction in long-term note payable (purchase price adjustment)  Aloha  |  | $    |      |      | $ | 537   |  | $ |      
|Issuance of common stock  Aloha                                         |  | $    |      |      | $ |      |  | $ | 15,300
|Issuance of common stock  E-Needs                                       |  | $    |      |      | $ |      |  | $ | 300   
|Issuance of common stock  Breeze                                        |  | $    |      |      | $ |      |  | $ | 956   
|Long-term notes payable  MenuLink                                       |  | $    |      |      | $ | 4,110 |  | $ |      
|Long-term note payable  Aloha                                           |  | $    |      |      | $ |      |  | $ | 21,418
|Common stock received in divestiture  Enterprise                        |  | $    |      |      | $ |      |  | $ | 16,300
|Assets acquired under capital lease                                      |  | $    | 613   |      | $ |      |  | $ | 93    
|Landlord tenant improvements                                             |  | $    | 1,070 |      | $ |      |  | $ |      
|Cash paid for interest                                                   |  | $    | 2,913 |      | $ | 1,150 |  | $ | 939   
|Cash paid for income taxes                                               |  | $    | 346   |      | $ | 32    |  | $ | 104   

The accompanying notes are an integral part of these consolidated financial statements.



42



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE YEARS ENDED DECEMBER 31, 2006

1. ORGANIZATION AND BACKGROUND

Radiant Systems, Inc. (the
Company or Radiant) develops, installs and delivers solutions for managing site operations of hospitality and retail businesses. Radiants point-of-sale and back-office technology is designed to enable businesses to
deliver exceptional client service while improving profitability. The Company offers a full range of products that are tailored to specific hospitality and retail market needs including hardware, software and professional services. Radiant offers
best-of-breed solutions designed for ease of integration in managing site operations, enabling operators to improve customer service while reducing costs.

Headquartered in Alpharetta, Georgia, Radiant operates primarily through two operating segments. Prior to 2006, the Company operated in three primary segments: (i) Hospitality, (ii) Petroleum and Convenience Retail, and
(iii) Entertainment. However, effective January 1, 2006, the Company made the decision to condense its business into two operating segments: (i) Hospitality (which includes the former Entertainment segment) and (ii) Retail (which
is comprised of the former Petroleum and Convenience Retail segment and the recently-acquired Synchronics business). These changes were made in order to increase managements accountability for revenue growth and operating performance. See Note
14.

In addition to its technology, the Company offers professional services focusing on technical implementation and process improvement, as well as
hardware maintenance services and 24-hour help desk support.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements
include the accounts of Radiant Systems, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in
the accompanying consolidated financial statements are based upon managements evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results could differ from those estimates and assumptions.

Treasury Stock

The Company records treasury stock
purchases at cost and allocates this value to additional paid-in capital. During 2006, the Company repurchased, and subsequently retired, approximately 453,000 shares for approximately $5.0 million at an average cost of $10.97 per share. These
transactions relate to our share repurchase program which expires in October 2007.

During 2005, the Company repurchased, and subsequently retired,
approximately 238,000 shares at $4.21 per share at a cost of approximately $1.0 million. These shares were repurchased from the former shareholders of Breeze Software Proprietary Limited (Breeze) and had initially been issued in 2004 in
connection with the additional consideration given for obtaining certain earnings milestones, pursuant to the Breeze acquisition agreement. At the Companys option, cash equaling the value of the shares issued to the former shareholders of
Breeze was exchanged for the shares during 2005.



43



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Foreign Currency Translation

The financial statements of the Companys non-U.S. subsidiaries are translated into U.S. dollars for financial reporting purposes in accordance with Statement of Financial Accounting Standards No. 52,Foreign Currency Translation. The assets and liabilities of non-U.S. operations whose functional currencies are not in U.S. dollars are translated at the current rates of exchange, while revenues and expenses are translated at the average
exchange rate for the year. The cumulative translation adjustments are reflected in shareholders equity. Gains and losses on transactions denominated in other than the functional currency were not material for all periods presented in the
consolidated statements of operations.

Revenue Recognition

The Companys revenue is generated primarily through software and system sales, support and maintenance, and other services. The Company recognizes revenue using the guidance from AICPA Statement of Position
(SOP) 97-2,Software Revenue Recognition, as amended by SOP 98-9,Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions, SOP 81-1,Accounting for Performance of Construction-Type and Certain
Production-Type Contracts (SOP 81-1), Accounting Research Bulletin (ARB) No. 45,Long-Term Construction-Type Contracts (ARB 45), SEC Staff Accounting Bulletin No. 104,Revenue Recognition and
Emerging Issues Task Force (EITF) No. 00-03,Application of AICPA Statement of Position 97-2 to Arrangements That Include the Right to Use Software Stored on Another Entitys Hardware. Under these guidelines, the Company
recognizes revenue when the following criteria are met: (1) persuasive evidence of an agreement exists; (2) delivery of the product has occurred; (3) the fee is fixed or determinable; (4) collectibility is reasonably assured; and
(5) remaining obligations under the agreement are insignificant. Under multiple element arrangements, where each element is separately stated, sold and priced, the Company allocates revenues to the various elements based on vendor-specific
objective evidence (VSOE) of fair value. The Companys VSOE of fair value is determined based on the price charged when the same element is sold separately. If evidence of fair value does not exist for all elements in a multiple
element arrangement, the Company recognizes revenue using the residual method. Under the residual method, a delivered element without VSOE of fair value is recognized as revenue if all undelivered elements have VSOE of fair value.

System Sales

The Company sells its products, which include
both software licenses and hardware, to both resellers and directly to end-users. Revenue from software licenses and system sales is generally recognized as products are shipped, provided that no significant vendor obligations remain and that
collection of the related receivable is probable. For those agreements that provide for significant services or custom development that are essential to the softwares functionality, the software license and contracted services are recognized
under the percentage of completion method as prescribed by the provisions of ARB 45 and SOP 81-1.

Support and Maintenance

The Company offers its clients post-contract support in the form of maintenance, telephone support and unspecified software enhancements. Revenue from support and
maintenance is recognized ratably over the term of the agreement.

Other Services

The Companys services revenue consists of professional fees generated from consulting, custom development, installation and training. Revenue related to
professional services performed by the Company is generally recognized on a time and materials basis as the services are performed. Under contracts where revenue is recognized using the percentage of completion method under the provisions of SOP
81-1, the Company measures its progress-to-completion by using input measures, primarily labor hours. The Company continually updates and revises estimates of its input measures. If those estimates indicate a loss will be incurred, the entire loss
is recognized in that period.

In addition, the Company offers its customers subscription pricing and hosting services for some of its products. Under
these subscription based contracts, revenue is recognized ratably over the contract period commencing generally when the product has been installed and training has been completed.



44



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Unearned Revenue

Unearned revenue represents amounts collected prior to complete performance of professional services, customer support services, software enhancements, and significant obligations under license agreements.

Accounts Receivable and Allowance for Doubtful Accounts

A summary of
the Companys accounts receivable as of December 31, 2006 and 2005 is as follows (in thousands):



|                                     |  |      |        |   |      |   |        |  
|------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | -
|                                     |  | 2006 |        |   | 2005 |  
|Trade receivables billed             |  | $    | 35,772 |   |      | $ | 28,523 |  
|Trade receivables unbilled           |  |      | 1,842  |   |      |   | 1,931  |  
|                                     |  |      |        |   |      |   |        |  
|                                     |  |      | 37,614 |   |      |   | 30,454 |  
|Less allowance for doubtful accounts |  |      | (3,510 | ) |      |   | (3,407 | )
|                                     |  |      |        |   |      |   |        |  
|                                     |  | $    | 34,104 |   |      | $ | 27,047 |  
|                                     |  |      |        |   |      |   |        |  

The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of
clients to make required payments. Estimates are developed by using standard quantitative measures based on customer payment practices and history, inquiries, credit reports from third parties and other financial information. If the financial
condition of the Companys customers were to deteriorate, resulting in impairment of their ability to make payments, additional allowances may be required. Bad debt expense totaled approximately $0.7 million, $0.7 million and $1.0 million in
the years ended December 31, 2006, 2005 and 2004, respectively.

Inventory

Inventories consist principally of computer hardware and software media and are stated at the lower of cost (first-in, first-out method) or market. A summary of the Companys inventory as of December 31,
2006 and 2005 is as follows (in thousands):



|                    |  |      |        |      |   |       
|------------------- |  | ---- | ------ | ---- | - | ------
|                    |  | 2006 |        | 2005
|                    |  |      |        |      |  
|Raw materials, net  |  | $    | 16,338 |      | $ | 10,587
|Work in process     |  |      | 533    |      |   | 525   
|Finished goods, net |  |      | 9,613  |      |   | 6,981 
|                    |  |      |        |      |   |       
|                    |  | $    | 26,484 |      | $ | 18,093
|                    |  |      |        |      |   |       



45



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is provided using the straight-line method over estimated useful lives of one to ten years. Leasehold
improvements are amortized over the terms of the respective leases or useful lives of the improvements, whichever is shorter. Maintenance and repairs are charged to expense as incurred, and the costs of additions and improvements are capitalized.
Any gain or loss from the retirement or sale of an asset is credited or charged to operations.

Property and equipment at December 31, 2006 and 2005
are summarized as follows (in thousands):



|                                               |  |      |         |   |      |   |         |  
|---------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                               |  | 2006 |         |   | 2005 |  
|Computers and equipment                        |  | $    | 16,500  |   |      | $ | 11,698  |  
|Leasehold improvements                         |  |      | 7,179   |   |      |   | 4,393   |  
|Purchased software                             |  |      | 8,732   |   |      |   | 7,883   |  
|Furniture and fixtures                         |  |      | 8,003   |   |      |   | 7,466   |  
|Land                                           |  |      | 2,517   |   |      |   | 2,517   |  
|                                               |  |      |         |   |      |   |         |  
|                                               |  |      | 42,931  |   |      |   | 33,957  |  
|Less accumulated depreciation and amortization |  |      | (28,205 | ) |      |   | (24,350 | )
|                                               |  |      |         |   |      |   |         |  
|                                               |  | $    | 14,726  |   |      | $ | 9,607   |  
|                                               |  |      |         |   |      |   |         |  

Depreciation expense for the years ended December 31, 2006, 2005 and 2004 was approximately $3.8 million,
$3.5 million and $3.8 million, respectively. Depreciation expense includes amortization of assets under capital leases in the amount of approximately $0.1 million, $0.4 million and $0.4 million for the years ended December 31, 2006, 2005 and
2004, respectively.

Capitalized leased assets are amortized over the shorter of the term of the lease, using the straight-line method, or in accordance
with practices established for similar owned assets. Amortization of capitalized leased assets is included with depreciation expense in the accompanying financial statements. Included in property and equipment are the following capitalized leases
(in thousands):



|                                               |  |      |        |   |      |   |        |  
|---------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                               |  | 2006 |        |   | 2005 |  
|Computers and equipment                        |  | $    | 709    |   |      | $ | 97     |  
|Furniture and fixtures                         |  |      | 1,937  |   |      |   | 1,937  |  
|                                               |  |      |        |   |      |   |        |  
|                                               |  |      | 2,646  |   |      |   | 2,034  |  
|Less accumulated depreciation and amortization |  |      | (2,041 | ) |      |   | (1,970 | )
|                                               |  |      |        |   |      |   |        |  
|                                               |  | $    | 605    |   |      | $ | 64     |  
|                                               |  |      |        |   |      |   |        |  



46



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Goodwill and Intangible Assets

The Company applied the provisions of Statement of Financial Accounting Standards No. 142 (SFAS
142),Goodwill and Other Intangible Assets. In accordance with SFAS 142 the Company evaluates the carrying value of goodwill and other indefinite lived intangible assets as of January 1stof each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting
unit below its carrying amount. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment
by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds
its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of the reporting units goodwill to its carrying amount. In calculating the implied fair value
of goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and
liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Companys annual evaluations of goodwill, completed on January 1, 2007, 2006
and 2005 in accordance with SFAS 142, resulted in no impairment losses.

Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and finite-lived identifiable intangibles not held for sale whenever events or changes in circumstances
indicate that an assets carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or
manner in which an asset is used or in its physical condition, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset. The Company measures the carrying amount
of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net undiscounted cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be
recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds the fair value of the asset. The fair value is measured based on quoted market prices, if available. If quoted market prices are not
available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows.

Software
Development Costs

Capitalized software development costs consist principally of salaries and certain other expenses directly related to the development
and modification of software products. Capitalization of such costs begins when a detail program or a working model has been produced as evidenced by the completion of design, planning, coding and testing, such that the product meets its design
specifications and has thereby established technological feasibility. Capitalization of such costs ends when the resulting product is available for general release to the public. Amortization of capitalized software development costs is provided at
the greater of the ratio of current product revenue to the total of current and anticipated product revenue or on a straight-line basis over the estimated economic life of the software, which the Company has determined is not more than five years.
For the years ended December 31, 2006, 2005 and 2004, amortization of capitalized software development costs was approximately $0.4 million, $0.7 million and $0.6 million, respectively.

The Company evaluates the recoverability of capitalized software development costs on an annual basis or whenever events or changes in circumstances indicate that the
carrying amount of the asset may be less than its net realizable value. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash
flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds the net realizable value of the asset.
The Companys annual evaluation of capitalized software development costs on January 1, 2007, 2006 and 2005 resulted in no impairment.



47



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Internally Developed Software Costs

The Company applies the provisions of the AICPA Statement of Position 98-1 (SOP 98-1),Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. SOP 98-1 requires all
costs related to the development of internal use software other than those incurred during the application development stage to be expensed as incurred. Costs incurred during the application development stage are required to be capitalized and
amortized over the estimated useful life of the software.

Research, Development and Engineering Costs

Expenditures for research, development and engineering not capitalized are charged to operations as incurred (Note 4).

Financing Costs Related to Long-Term Debt

Costs associated with
obtaining long-term debt are deferred and amortized over the term of the related debt. The Company incurred financing costs in 2005 related to the Credit Agreement and other long-term debt agreements. The costs were deferred and are being amortized
over three years. Amortization of financing costs totaled approximately $0.1 million in 2006 and 2005.

Advertising Costs

Advertising costs are charged to expense as incurred. Advertising expenses for fiscal years 2006, 2005 and 2004 were $0.6 million, $0.3 million and $0.7 million,
respectively.

Accounting for Stock-Based Compensation

Statement of Financial Accounting Standard (SFAS) No. 123(R), Share-Based Payment, a revision of SFAS No. 123, Accounting for Stock-Based Compensation and superseding Accounting Principle Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees became effective January 1, 2006, and requires us to expense the fair value of grants made under the stock option program over the vesting period of the
plans. We adopted the Modified Prospective Application transition method, which does not result in restatement of previously issued financial statements. Awards granted after the effective date of SFAS No. 123(R) are
valued and non-cash share-based compensation expense is recognized in the consolidated statement of operations in accordance with SFAS No. 123(R). In addition, non-vested awards that were granted before the effective date of SFAS
No. 123(R) also result in recognition of non-cash share-based compensation expense.

The computation of the expected volatility assumption used in the
Black-Scholes calculations for new grants is based on a combination of historical and implied volatilities. When establishing the expected life assumption, the Company reviews annual historical employee exercise behavior of option grants with
similar vesting periods. The risk free interest rate is based on the U.S. Treasury yield curve at the grant date, using a remaining term equal to the expected life of the option. The total expenses to be recorded in future periods will depend on
several variables, including the number of share-based awards that vest, pre-vesting cancellations and the fair value of those vested awards.

Income
Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Income tax expense (benefit) is generally comprised of the tax payable (receivable) for the period and the change in deferred income tax assets and liabilities during the period. A valuation allowance is
established for deferred tax assets when their realizability is not considered to be more likely than not.



48



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Net Income Per Share

Basic net income per common share is computed by dividing net income by the weighted-average number of shares outstanding. In the event of a net loss, dilutive loss per share is the same as basic loss per share. Diluted net income per share
includes the dilutive effect of stock options. A reconciliation of the weighted average number of common shares outstanding assuming dilution is as follows (in thousands):



|                                                             |  |        |  |        |  |       
|------------------------------------------------------------ |  | ------ |  | ------ |  | ------
|                                                             |  | 2006   |  | 2005   |  | 2004  
|Weighted average common shares outstanding                   |  | 30,861 |  | 29,503 |  | 28,828
|Dilutive effect of outstanding stock options                 |  | 1,775  |  | 2,066  |  | 271   
|                                                             |  |        |  |        |  |       
|Weighted average common shares outstanding assuming dilution |  | 32,636 |  | 31,569 |  | 29,099
|                                                             |  |        |  |        |  |       

For the years ended December 31, 2006, 2005 and 2004, options to purchase approximately 2.1 million,
1.6 million and 5.2 million shares of common stock, respectively, were excluded from the above reconciliation, as the options were antidilutive for the years then ended.



49



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, trade accounts receivable, trade accounts payable and other financial instruments approximate their fair values principally because of the short-term maturities of
these instruments. As the Companys long-term debt bears interest at variable rates, the carrying value of the debt approximates fair value.

Cash
Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. The Company
maintains its cash accounts primarily with one bank in Georgia. The total cash balances are insured by the FDIC up to $100,000 per bank. As of December 31, 2006, the Company has cash balances on deposit with this bank that exceeded the balance
insured by the FDIC in the amount of approximately $13.1 million.

Concentration of Business and Credit Risk

Financial instruments, which potentially subject the Company to credit risk, consist principally of trade receivables and interest bearing investments. The Company
performs on-going credit evaluations of its clients and generally does not require collateral. The Company estimates the losses for uncollectible accounts based on the aging of the accounts receivable and the evaluation of the likelihood of success
in collecting the receivable. The Company maintains adequate reserves for potential losses and such losses, have been included in managements estimates.

As of December 31, 2006 and 2005, approximately 12% and 26%, respectively, of the Companys accounts receivable were derived from five clients.

During the years ended December 31, 2006, 2005 and 2004, approximately 21%, 20% and 26%, respectively, of the Companys revenues were derived from five clients. For the years ended December 31, 2006, 2005 and 2004, no
individual client accounted for more than 10% of the Companys total revenues.

Comprehensive Income

The Company follows Statement of Financial Accounting Standards No. 130,Reporting Comprehensive Income. This statement establishes the rules for the
reporting of comprehensive income and its components. The Companys comprehensive income includes net income and foreign currency translation adjustments. Total comprehensive income for the years ended December 31, 2006, 2005 and 2004, was
approximately $19.1 million, $5.0 million and $4.2 million, respectively.



50



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Recent Accounting Pronouncements

The following new accounting standards have been or will be adopted by Radiant subsequent to January 1, 2004 and the impact of such adoption, if applicable, has been included in the accompanying consolidated
financial statements:

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (Revised 2004),Share-Based
Payment (SFAS 123R) which is effective for the Company beginning on January 1, 2006. SFAS 123R replaces SFAS 123, and supersedes APB Opinion No. 25,Accounting for Stock Issued to Employees (APB 25). SFAS
123R requires that the compensation cost relating to share-based awards to employees be recognized in financial statements and be measured based on the grant-date fair value of the stock options or other equity-based compensation. The Company is
recognizing stock-based compensation expense on all awards on a straight-line basis over the requisite service period using the modified prospective method.

In March 2005, the SEC released SEC Staff Accounting Bulletin No. 107 (SAB 107). SAB 107 provides the SEC staff position regarding the application of SFAS 123R, Share-Based Payment. SAB 107 contains interpretive
guidance relating to the interaction between SFAS 123R and certain SEC rules and regulations, as well as the staffs views regarding the valuation of share-based payment arrangements for public companies. SAB 107 also highlights the importance
of disclosures made related to the accounting for share-based payment transactions. Radiant has incorporated SAB 107 as part of its adoption of SFAS 123R in 2006. The adoption of SFAS 123R is discussed in Note 3, Stock Based Compensation.



51



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154,Accounting Changes and
Error Correction Replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS 154). SFAS 154 replaces APB Opinion No. 20,Accounting Changes, and FASB Statement No. 3,Reporting Accounting Changes in
Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. Opinion 20 previously required that most voluntary changes in accounting principle be recognized by including in
net income of the period of the change the cumulative effect of changing to the new accounting principle. SFAS 154 requires retrospective application to prior periods financial statements of changes in accounting principle. SFAS 154 defines
retrospective application as the application of a different accounting principle to prior accounting periods as if that principle had always been used or as the adjustment of previously issued financial statements to reflect a change in the
reporting entity. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. The
Company has adopted the provision of SFAS 154 as of January 1, 2006.

In June 2005, the FASB issued FSP No. FAS 143-1 (FSP FAS 143-1),
Accounting for Electronic Equipment Waste Obligations, which provides guidance on accounting for electronic equipment waste obligations. In particular, the new guidance specifies the appropriate accounting for obligations to dispose of
historical waste  i.e., electronic waste obligations relating to equipment put on the market before August 13, 2005, as defined in the European Union Directive 2002/96/EC (the Directive). Among other things, the
Directive requires entities to provide for the treatment of electrical waste and electronic equipment and member states to adopt financing schemes for that treatment. Under the framework established by the Directive, the responsibility to dispose of
historical waste used by other than private household users (the Commercial Users) rests with the Commercial User. The FSP FAS 143-1 does not address the accounting for the disposal of waste related to equipment put on the market after
August 13, 2005. This guidance is effective for the first reporting period ending after the later of June 8, 2005 or the date of passage of legislation by an EU member state imposing the disposal obligation on a Commercial User or
commercial producer. The adoption of FSP FAS 143-1 did not have a material effect on Radiants consolidated financial position and results of operation. Additionally, the Company does not expect FSP FAS 143-1 to have a material effect on its
consolidated financial position, results of operations and cash flows from those European countries where the Directive has not yet become effective.

In
November 2005, the FASB issued FSP No. FAS 123(R)-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards. This FSP provides an elective alternative simplified method for calculating the
pool of excess tax benefits available to absorb tax deficiencies recognized subsequent to the adoption of SFAS 123(R) and reported in the consolidated statements of cash flows. We have elected to adopt the alternative transition method provided in
the FASB Staff Position for calculating the tax effects of stock-based compensation pursuant to SFAS No. 123R. Using this methodology, we had no beginning balance in the APIC pool.

In June 2006, the FASB issued interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109. The interpretation
prescribes a consistent recognition threshold and measurement attribute, as well as clear criteria for subsequently recognizing, derecognizing and measuring such tax positions for financial statement purposes. FIN 48 also requires expanded
disclosure with respect to the uncertainty in income taxes. FIN 48 is effective for the Company as of January 1, 2007. The Company is currently assessing the potential impact, if any, of FIN 48 on its financial statements.

In September 2006, the SEC staff revised Staff Accounting Bulletin (SAB) Topic 1N, Financial Statements  Considering the Effects of Prior Year Misstatements
when Qualifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 addresses how a registrant should evaluate whether an error in its financial statements is material. The guidance in SAB 108 is effective for
fiscal years ending after November 15, 2006. The adoption of SAB 108 did not have a material impact on the Companys financial position or results of operation.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). This Statement defines fair value as used in numerous accounting
pronouncements, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure related to the use of fair value measures in financial statements. SFAS 157 is effective for fiscal
years beginning after November 15, 2007; however, earlier adoption is encouraged. The Company is currently assessing the potential impact, if any, of this statement on its financial statements.



52



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



3. STOCK-BASED COMPENSATION

Radiant has adopted stock plans that provide for the grant of incentive and non-qualified stock options to directors, officers, and other employees pursuant to authorization by the Board of Directors. The exercise
price of all options equals the market value on the date of the grant. In addition, Radiant provides employees stock purchase rights under its Employee Stock Purchase Plan (ESPP). The ESPP was suspended on December 31, 2005 in an
effort to reduce future stock compensation expense. The Company reinstated the ESPP program during the third quarter of 2006 on terms that permit employees to purchase Radiant common stock at the end of each quarter at 95% of the market price on the
last day of the quarter. Based on these terms, the reinstated ESPP will not result in any future stock compensation expense. The Company has authorized approximately 16.2 million shares for awards of options, of which approximately
1.8 million shares are available for future grants as of December 31, 2006.

On January 1, 2006, Radiant implemented the provisions of
Statement of Financial Accounting Standards No. 123(R), Share-Based Payments (SFAS 123(R)), using the modified prospective transition method. SFAS 123(R) requires companies to recognize the cost for employee services received in
exchange for awards of equity instruments based upon the grant-date fair value of those awards. Using the modified prospective transition method of adopting SFAS 123(R), Radiant began recognizing compensation expense for equity-based awards granted
after January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R), plus unvested awards granted prior to January 1, 2006, based on the grant date fair value estimated in accordance with
the original provisions of SFAS 123. Under this method of implementation, no restatement of prior periods was required.

Equity-based compensation expense
recognized under SFAS 123(R) in the consolidated statement of operations for the year ended December 31, 2006 was approximately $3.3 million. The estimated fair value of the Companys equity-based awards, less expected forfeitures, is
amortized over the awards vesting periods on a straight-line basis. The implementation of SFAS 123(R) reduced basic earnings per share and diluted earnings per share by $0.11 and $0.10, respectively, for the twelve months ended
December 31, 2006. The implementation of SFAS 123(R) did not have any impact on cash flows from operations during the year ended December 31, 2006.

The non-cash stock-based compensation expense was included in the consolidated statement of operations as follows (in thousands):



|                                                                |  |                              |      
|--------------------------------------------------------------- |  | ---------------------------- | -----
|                                                                |  | Year ended December 31, 2006
|Cost of revenuessystems                                        |  | $                            | 502  
|Cost of revenuesclient support, maintenance and other services |  |                              | 221  
|Product Development                                             |  |                              | 572  
|Sales and marketing                                             |  |                              | 769  
|General and administrative                                      |  |                              | 1,196
|                                                                |  |                              |      
|Non-cash stock based compensation expense                       |  | $                            | 3,260
|                                                                |  |                              |      

For year ended December 31, 2006, the total income tax benefit recognized in the consolidated statement of
operations for share-based compensation, recorded in accordance with SFAS No. 123(R), was approximately $0.6 million. The Company capitalized approximately $80,000 in compensation cost related to product development for the year ended
December 31, 2006.

Prior to January 1, 2006, Radiant measured compensation expense for its employee equity-based compensation plans using the
intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. As the exercise price of all options granted under these plans was not below the fair
market price of the underlying common stock on the grant date, no equity-based compensation cost was recognized in the condensed consolidated statements of operations under the intrinsic value method.

Stock Options

The exercise price of each stock option equals the
market price of Radiants stock on the date of grant. Most options are scheduled to vest equally over a three or four-year period or when certain stock performance requirements are met. These stock performance requirements include a provision
that allows for early vesting if certain stock price targets are met. The Company recognizes stock-based compensation expense using the graded vesting attribution method. Outstanding options expire no later than ten years from the grant date. The
fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The weighted average assumptions used in the model for the year ended December 31, 2006 are outlined in the following table:



|                         |  |                             
|------------------------ |  | ----------------------------
|                         |  | Year ended December 31, 2006
|Expected volatility      |  | 52-55%                      
|Expected life (in years) |  | 3-4                         
|Expected dividend yield  |  | 0.00%                       
|Risk-free interest rate  |  | 4.6-5.4%                    

The computation of the expected volatility assumption used in the Black-Scholes calculations for new grants is
based on a combination of historical and implied volatilities. When establishing the expected life assumption, the Company reviews annual historical employee exercise behavior of option grants with similar vesting periods. The risk free interest
rate is based on the U.S. Treasury yield curve at the grant date, using a remaining term equal to the expected life of the option. The total expenses to be recorded in future periods will depend on several variables, including the number of
share-based awards that vest, pre-vesting cancellations and the fair value of those vested awards.



53



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



A summary of the changes in stock options outstanding under Radiants equity-based compensation plans during the
twelve months ended December 31, 2006 is presented below:



|                                                |  |                 |   |  |                                |       |                                                      |      |                          |   |       
|----------------------------------------------- |  | --------------- | - |  | ------------------------------ | ----- | ---------------------------------------------------- | ---- | ------------------------ | - | ------
|(in thousands, except per share data)           |  | Number ofShares |   |  | Weighted-AverageExercise Price |       | Weighted-AverageRemainingContracturalTerm (in years) |      | AggregateIntrinsic Value
|Outstanding at December 31, 2005                |  | 6,413           |   |  | $                              | 8.83  |                                                      | 5.85 |                          |   |       
|Granted                                         |  | 734             |   |  | $                              | 12.32 |                                                      |      |                          |   |       
|Exercised                                       |  | (674            | ) |  | $                              | 5.60  |                                                      |      |                          |   |       
|Forfeited or cancelled                          |  | (189            | ) |  | $                              | 11.32 |                                                      |      |                          |   |       
|Outstanding at December 31, 2006                |  | 6,284           |   |  | $                              | 9.58  |                                                      | 4.95 |                          | $ | 16,880
|Vested or expected to vest at December 31, 2006 |  | 6,057           |   |  | $                              | 9.61  |                                                      |      |                          | $ | 16,310
|Exercisable at December 31, 2006                |  | 4,379           |   |  | $                              | 9.98  |                                                      | 4.69 |                          | $ | 11,990

The weighted average grant-date fair value of options granted during the year ended December 31, 2006 was
$5.00. The total intrinsic value, the difference between the exercise price and the market price on the date of exercise, of options exercised during the year ended December 31, 2006, was approximately $4.9 million. The total fair value of
options that vested during the year ended December 31, 2006 was approximately $0.6 million. At December 31, 2006, Radiant had approximately 1.9 million unvested options outstanding with a weighted-average grant-date fair value of
$3.05. Of the 1.9 million options that were unvested at December 31, 2006, there were 0.4 million options that had a vesting period based on stock performance requirements. The unvested options have a total unrecognized compensation
expense of approximately $3.7 million, net of estimated forfeitures, which will be recognized over the weighted average period of 1.69 years. Cash received from options exercised during the year ended December 31, 2006 was approximately $3.7
million.

Prior to 2006, Radiant followed the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS 123), as amended. The following table illustrates the effect on net income and earnings per share for the years ended December 31, 2005 and 2004 if the fair value recognition provisions of SFAS 123, as
amended, had been applied to options granted under Radiants stock-based employee compensation plans. For purposes of this pro forma disclosure, the estimated value of the options is recognized over the options vesting periods. If the
Company had recognized the expense of equity programs in the consolidated statements of operations, additional paid-in capital would have increased by a corresponding amount.



|                                      |  |                              |        |   |                              |   |       |  
|------------------------------------- |  | ---------------------------- | ------ | - | ---------------------------- | - | ----- | -
|(in thousands, except per share data) |  | Year ended December 31, 2005 |        |   | Year ended December 31, 2004 |  
|Net incomeas reported                |  | $                            | 5,562  |   |                              | $ | 4,188 |  
|Stock-based compensation expense      |  |                              | (4,768 | ) |                              |   | (536  | )
|                                      |  |                              |        |   |                              |   |       |  
|Net incomepro forma                  |  | $                            | 794    |   |                              | $ | 3,652 |  
|                                      |  |                              |        |   |                              |   |       |  
|                                      |  |                             
|Basic net income per share:           |  |                              |        |   |                              |   |       |  
|As reported                           |  | $                            | 0.19   |   |                              | $ | 0.15  |  
|Pro forma                             |  | $                            | 0.03   |   |                              | $ | 0.13  |  
|                                      |  |                             
|Diluted net income per share:         |  |                              |        |   |                              |   |       |  
|As reported                           |  | $                            | 0.18   |   |                              | $ | 0.14  |  
|Pro forma                             |  | $                            | 0.03   |   |                              | $ | 0.13  |  



54



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



For purposes of the weighted average estimated fair value calculations, the fair value of each stock option grant is
estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions:



|                         |  |                             |  |                            
|------------------------ |  | --------------------------- |  | ---------------------------
|                         |  | Year endedDecember 31, 2005 |  | Year endedDecember 31, 2004
|                         | 
|Expected volatility      |  | 61%                         |  | 71%                        
|Expected life (in years) |  | 3.8                         |  | 4.5                        
|Expected dividend yield  |  | 0.00%                       |  | 0.00%                      
|Risk-free interest rate  |  | 4.29                        |  | 3.44                       

The weighted-average fair values of each option granted in the years ended December 31, 2005 and 2004 were
$5.05 and $3.98, respectively.

4. PRODUCT DEVELOPMENT EXPENDITURES

Product development expenditures for the years ended December 31, 2006 and 2005 are summarized as follows (in thousands):



|                                          |  |      |        |      |   |        |  |   |       
|----------------------------------------- |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                                          |  | 2006 |        | 2005 |   | 2004  
|Total development expenditures            |  | $    | 24,951 |      | $ | 14,960 |  | $ | 14,758
|Less stock-based compensation capitalized |  |      | 80     |      |   |       |  |   |      
|Less amounts capitalized                  |  |      | 3,125  |      |   | 554    |  |   | 1,894 
|                                          |  |      |        |      |   |        |  |   |       
|Product development expense               |  | $    | 21,746 |      | $ | 14,406 |  | $ | 12,864
|                                          |  |      |        |      |   |        |  |   |       

The activity in the capitalized software development account during 2006 and 2005 is summarized as follows (in
thousands):



|                                                               |  |      |       |   |      |   |       |  
|-------------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|                                                               |  | 2006 |       |   | 2005 |  
|Balance at beginning of period, net                            |  | $    | 2,249 |   |      | $ | 2,344 |  
|Capitalized software development costs  continuing operations |  |      | 3,125 |   |      |   | 554   |  
|Capitalized stock-based compensation costs                     |  |      | 80    |   |      |   |      |  
|Amortization expense                                           |  |      | (435  | ) |      |   | (649  | )
|                                                               |  |      |       |   |      |   |       |  
|Balance at end of period, net                                  |  | $    | 5,019 |   |      | $ | 2,249 |  
|                                                               |  |      |       |   |      |   |       |  

Amortization of capitalized software costs is included in system sales cost of revenues in the accompanying
statements of operations.



55



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



5. ACQUISITIONS AND DIVESTITURES

Each of the acquisitions discussed below was accounted for using the purchase method of accounting as required by Statement of Financial Accounting Standards No. 141,Business Combinations.

Acquisition of Synchronics, Inc.

On January 3, 2006, the
Company acquired substantially all of the assets of Synchronics, Inc. (Synchronics), a supplier of business management and point-of-sale software for the retail industry. Total consideration was approximately $26.8 million and consisted
of approximately $19.5 million in cash and 605,135 shares of restricted common stock with a value of $12.05 per share in accordance with EITF 99-12, Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a
Purchase Business Combination. The cash portion of the purchase price was paid on the date of closing. The operations of the Synchronics business have been included in the Companys condensed consolidated results of operations and
financial position from the date of acquisition. The results of these operations are reported under the Retail segment.

The intangible assets acquired
were valued by the Company with the assistance of independent appraisers utilizing customary valuation procedures and techniques. The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the date
of the Synchronics acquisition:



|                               |  |   |       
|------------------------------ |  | - | ------
|(Dollars in Thousands)         |  |  
|Current assets                 |  | $ | 633   
|Property, plant and equipment  |  |   | 297   
|Identifiable intangible assets |  |   | 11,100
|Goodwill                       |  |   | 17,019
|                               |  |   |       
|Total assets acquired          |  |   | 29,049
|Current liabilities            |  |   | 677   
|Long-term liabilities          |  |   | 1,605 
|                               |  |   |       
|Total liabilities assumed      |  |   | 2,282 
|                               |  |   |       
|Purchase price                 |  | $ | 26,767
|                               |  |   |       

As a result of the Synchronics acquisition, goodwill of approximately $17.0 million was recorded and assigned to
the Retail segment. The goodwill is deductible for tax purposes over a period of 15 years. The following is a summary of the intangible assets acquired and the weighted-average useful lives over which they will be amortized:



|                                 |  |                 |        |                              |        
|-------------------------------- |  | --------------- | ------ | ---------------------------- | -------
|(Dollars in Thousands)           |  | PurchasedAssets |        | Weighted-AverageUseful Lives
|Core and developed technology    |  | $               | 3,800  |                              | 4 years
|Reseller network                 |  |                 | 5,200  |                              | 6 years
|Subscription sales               |  |                 | 1,400  |                              | 4 years
|Trademarks and tradenames        |  |                 | 700    |                              | 6 years
|                                 |  |                 |        |                              |        
|Total intangible assets acquired |  | $               | 11,100 |                              |        
|                                 |  |                 |        |                              |        



56



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Acquisition of MenuLink Computer Solutions, Inc.

On October 6, 2005, the Company acquired the shares of MenuLink Computer Solutions, Inc. (MenuLink). MenuLink is a leading supplier of back-office
software for the hospitality industry. The purchase of MenuLink provided the Company with a fully integrated solution for the hospitality industry. Total consideration was approximately $12.8 million and consisted of $6.3 million in cash, three-year
notes in the principal amount of approximately $4.1 million, and 217,884 shares of restricted common stock with a value of $10.97 per share on the date of announcement (September 19, 2005). The cash consideration of $6.3 million was paid on the date
of closing. The notes have an interest rate equivalent to the prime rate and will be paid in equal monthly installments (principal and interest) over a 36-month period through October 2008. MenuLink has been included in the Companys
consolidated results of operations and financial position from the date of acquisition. The intangible assets acquired were valued by the Company with the assistance of independent appraisers utilizing customary valuation procedures and techniques.
The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the date of the MenuLink acquisition:



|                                                                 |  |   |       
|---------------------------------------------------------------- |  | - | ------
|(Dollars in Thousands)                                           |  |  
|Current assets                                                   |  | $ | 1,390 
|Property, plant and equipment                                    |  |   | 105   
|Identifiable intangible assets                                   |  |   | 3,800 
|Goodwill                                                         |  |   | 10,637
|                                                                 |  |   |       
|Total assets acquired                                            |  |   | 15,932
|                                                                 |  |   |       
|Total liabilities assumed (all of which were considered current) |  |   | 3,132 
|                                                                 |  |   |       
|Purchase price                                                   |  | $ | 12,800
|                                                                 |  |   |       

As a result of the MenuLink acquisition, goodwill of approximately $10.6 million was recorded and assigned to the
Hospitality segment. This includes subsequent adjustments related to changes in contingent liabilities in which goodwill increased from the date of acquisition by approximately $0.5 million for the year ended December 31, 2006. The goodwill is
deductible for tax purposes over a period of 15 years. The following is a summary of the intangible assets acquired and the weighted-average useful lives over which they will be amortized:



|                                 |  |                  |       |                                |        
|-------------------------------- |  | ---------------- | ----- | ------------------------------ | -------
|(Dollars in Thousands)           |  | Purchased Assets |       | Weighted- Average Useful Lives
|                                 | 
|Core and developed technology    |  | $                | 1,900 |                                | 4 years
|Customer list and contracts      |  |                  | 1,400 |                                | 7 years
|Trademarks and tradenames        |  |                  | 300   |                                | 5 years
|Covenants not to compete         |  |                  | 200   |                                | 5 years
|                                 |  |                  |       |                                |        
|Total intangible assets acquired |  | $                | 3,800 |                                |        
|                                 |  |                  |       |                                |        



57



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Acquisition of E-Needs, Inc.

On April 14, 2004, the Company acquired substantially all of the assets of E-Needs, Inc. (E-Needs), a company engaged in the business of developing, marketing, licensing and selling software and
services in the movie-theatre circuit and related financial management marketplaces. The operating results of E-Needs are included in the consolidated financial statements from the date of acquisition. Pro forma information has not been presented as
it is not material to the Companys financial statements. The transaction included the purchase of certain software technology source code and customer lists. Total consideration and transaction costs were approximately $0.7 million and
consisted of $0.3 million in cash, the issuance of 46,133 shares of common stock with a fair value of $6.50 per share based on the average closing price for the 10 days prior to the date of announcement (March 17, 2004) and approximately $0.1
million of assumed liabilities and direct expenses. The purchase agreement also provides for additional cash payments if certain future operating targets are achieved. The additional payments may aggregate up to approximately $1.6 million and will
be accounted for as part of the purchase price if such operating targets are met. As of December 31, 2006, none of these future operating targets had been achieved. Intangible assets of approximately $0.6 million were recorded and are being
amortized over the assets estimated useful lives, which range from three to ten years. The remaining $0.1 million of the purchase price was recorded as goodwill and assigned to the Hospitality segment. The goodwill is deductible for tax
purposes over a period of 15 years.

Acquisition of Aloha Technologies, Inc.

On January 13, 2004, the Company acquired substantially all of the assets of Aloha Technologies and certain affiliated entities (collectively, Aloha). Aloha is a leading provider of point of sale
systems for the hospitality industry. The results of Aloha have been included in the consolidated financial statements from the date of the acquisition.

Total consideration and transaction costs of approximately $48.9 million consisted of an $11.0 million cash payment, a five-year note in the principal amount of $19.7 million at an interest rate of prime plus one percent, a one-year note in
the principal amount of $1.7 million at an interest rate of prime plus one percent, the issuance of 2,353,846 shares of restricted common stock with a fair value of $6.50 per share on the date of announcement (December 15, 2003), an initial purchase
price adjustment of approximately $0.8 million, and approximately $0.9 million of direct expenses Radiant incurred related to the acquisition and the assumption of certain liabilities. In the fourth quarter of 2005, an additional purchase price
adjustment was recorded which reduced the current assets acquired by approximately $0.5 million.

The intangible assets acquired were valued by the Company
with the assistance of independent appraisers utilizing customary valuation procedures and techniques. During the year ended December 31, 2004 and in accordance with Emerging Issues Task Force (EITF) Issue 95-3, Recognition of
Liabilities in Connection with a Purchase Business Combination, accrued liabilities and goodwill of approximately $1.1 million were recorded to account for the execution of the integration plan developed at the time of acquisition, including
severance packages to Aloha employees.

The following is a summary of the fair values of the assets acquired and liabilities assumed as of the date of the
Aloha acquisition:



|                               |  |   |       
|------------------------------ |  | - | ------
|(Dollars in Thousands)         |  |  
|Current assets                 |  | $ | 4,057 
|Property, plant and equipment  |  |   | 618   
|Identifiable intangible assets |  |   | 26,100
|Goodwill                       |  |   | 24,743
|                               |  |   |       
|Total assets acquired          |  |   | 55,518
|                               |  |   |       
|Current liabilities            |  |   | 6,583 
|Long-term liabilities          |  |   | 45    
|                               |  |   |       
|Total liabilities assumed      |  |   | 6,628 
|                               |  |   |       
|Purchase price                 |  | $ | 48,890
|                               |  |   |       



58



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



As a result of the Aloha acquisition, goodwill of approximately $24.7 million was assigned to the Hospitality segment
and will be deductible for tax purposes over a period of 15 years. The following is a summary of the intangible assets acquired and the weighted-average useful lives over which they will be amortized:



|                                 |  |                  |        |                      |           
|-------------------------------- |  | ---------------- | ------ | -------------------- | ----------
|                                 |  | Purchased Assets |        | Average Useful Lives
|Core and developed technology    |  | $                | 10,600 |                      | 3 years   
|Reseller network                 |  |                  | 9,200  |                      | 15 years  
|Direct sales channel             |  |                  | 3,600  |                      | 10 years  
|Covenants not to compete         |  |                  | 1,400  |                      | 3 years   
|Trademarks and tradenames        |  |                  | 1,300  |                      | Indefinite
|                                 |  |                  |        |                      |           
|Total intangible assets acquired |  | $                | 26,100 |                      |           
|                                 |  |                  |        |                      |           



59



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Acquisition of Breeze Software Proprietary Limited

On May 9, 2001, the Company acquired all of the outstanding common stock of Breeze Software Proprietary Limited (Breeze), a leading provider of software
applications for retailers in the Australian marketplace. The purchase price consisted of $1.7 million in cash and assumption of net liabilities of approximately $0.7 million. Total consideration, including approximately $0.4 million in transaction
costs, was approximately $2.8 million. Goodwill of approximately $2.8 million was recorded as a result of this transaction. The Company was obligated to pay additional consideration of cash and/or stock in the event that certain earnings milestones
were achieved. During the year ended December 31, 2004, certain specified earnings milestones were achieved and the Company paid additional consideration of approximately 238,000 shares of common stock for a total consideration of approximately
$1.0 million based upon the quoted price of the Companys stock, which was allocated to goodwill. In addition, during the fourth quarter of 2004, a final earnings milestone was achieved and the Company elected to pay the additional
consideration of $1.3 million in cash. This final payment, which was allocated to goodwill, was accrued in the fourth quarter of 2004 and paid during the first quarter of 2005.

Divestiture of Enterprise Software Systems Business

On January 31, 2004, the Company completed a tax
free split-off of the Companys Enterprise Software Systems (Enterprise) business now known as BlueCube Software, to Erez Goren, the Companys former Co-Chairman and Co-Chief Executive Officer. Pursuant to the terms of the
Share Exchange Agreement under which the split-off was effected, Radiant contributed specified assets and liabilities of the Enterprise business, together with $4.0 million in cash, to the newly formed subsidiary, and then transferred all of the
shares of the new company to Erez Goren in exchange for the redemption of 2.0 million shares of common stock of the Company, valued at $16.3 million based upon the quoted price of the Companys stock on January 31, 2004. The shares
redeemed represented approximately 7% of the Companys outstanding shares at the time. The consideration for the transaction was determined based on negotiations between a special committee of the Companys Board of directors and
Mr. Goren. At the completion of this transaction, Mr. Goren resigned as Co-Chairman and Co-Chief Executive Officer of Radiant and as a member of the Companys Board of Directors.

During the year ended December 31, 2006, the Company recorded no additional expenses related to the divestiture of the Enterprise business. For the one month ended
January 31, 2004, the Enterprise business generated revenues of approximately $1.8 million and generated a net loss of approximately $0.9 million.



60



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following is a summary of assets and liabilities of the Enterprise business that were contributed to BlueCube
Software, the proceeds received, and the resulting gain on disposal:



|                                                   |  |   |        |  
|-------------------------------------------------- |  | - | ------ | -
|(Dollars in Thousands)                             |  |   |       
|Cash                                               |  | $ | 4,000  |  
|BlueCube liabilities paid by Radiant               |  |   | 4,026  |  
|Payable due to BlueCube                            |  |   | 5,337  |  
|Other current assets                               |  |   | 837    |  
|Property, plant and equipment, net                 |  |   | 1,723  |  
|Capitalized software                               |  |   | 1,704  |  
|                                                   |  |   |        |  
|Total assets contributed                           |  |   | 17,627 |  
|Transaction costs paid by Radiant                  |  |   | 1,612  |  
|Future contractual obligations assumed by BlueCube |  |   | (6,565 | )
|                                                   |  |   |        |  
|Net assets and transaction costs                   |  | $ | 12,674 |  
|                                                   |  |   |        |  
|Redemption of 2 million shares of Radiant stock    |  |   | 16,300 |  
|                                                   |  |   |        |  
|Gain on disposal of Enterprise business, net       |  | $ | 3,626  |  
|                                                   |  |   |        |  

Commitments and Contingencies from Enterprise Divestiture

Radiant has a contractual obligation for performance under certain existing customer contracts that have not been assigned to BlueCube at Radiants choice or because
they require the consent of the customer (Legacy Contracts). Under a Reseller and Services Agreement, BlueCube is obligated to fulfill the terms of these Legacy Contracts, including providing hosting, support, maintenance and professional services.
BlueCube will act as Radiants subcontractor, and indemnify Radiant for any losses associated with its performance or non-performance of the Legacy Contract obligations. Radiant will continue to invoice these customers on behalf of BlueCube.
Radiant will pass through the payments received in these transactions as they are received from the customers. As of December 31, 2006, and 2005, Radiant had received approximately $1.2 million and $0.1 million, respectively, from Legacy
customers that was not yet passed through to BlueCube. These amounts have been included in accrued contractual obligations and payables due to BlueCube in the accompanying consolidated balance sheets as of December 31, 2006 and 2005.

Under this Reseller and Services Agreement with BlueCube, Radiant became a preferred reseller of selected BlueCube computer products. The fixed price
charged to customers for BlueCube products is remitted to BlueCube based on a fixed percentage of this price, as stated in the agreement. For the years ended December 31, 2006, 2005, and 2004 the Company recognized approximately $2.5 million,
$2.0 million, and $1.7 million of revenues on a gross basis under this agreement, respectively. As of December 31, 2006, 2005, and 2004, Radiant had a payable due to BlueCube related to the fixed percentage pass through of approximately $1.8
million, $1.2 million, and $1.3 million, respectively. These amounts have been included in accrued contractual obligations and payables due to BlueCube in the accompanying consolidated balance sheets. In addition, for the years ended
December 31, 2006, 2005, and 2004 the Company recognized approximately $0.9 million, $0.5 million, and $1.3 million, respectively, of revenues that were generated from the sale of Radiant products to BlueCube. As of December 31, 2006,
2005, and 2004, Radiant had a receivable due from BlueCube of approximately $1.1 million, $0.5 million, and $0.3 million, respectively.

Radiant also
maintains rights to access product source code and information needed to fulfill Legacy Contract obligations if BlueCube fails to perform. For a limited number of existing customer contracts, Radiant and BlueCube had a shared liability, which
included penalties, for a period of 18 months after January 31, 2004, based upon the revenue received by each party under the contract. For one of these contracts, milestones defined in the original contract were amended. Failure to meet these
amended milestones would have resulted in penalties and/or losses. Radiant did not incur any penalties and/or losses under this contract.



61



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In addition to the initial cash included in the transaction, it was agreed that approximately $5.3 million of
unearned revenue would be transferred to BlueCube upon BlueCubes completion of the related contractual commitments. Approximately $0.1 million, $0.6 million and $4.7 million was paid during the years ended December 31, 2006 and 2005 and
from the disposition date through December 31, 2006, respectively. Management expects the majority of the remaining cash to be transferred to BlueCube over the next six months. The remaining liability of approximately $0.7 million is included
in accrued contractual obligations and payables due to BlueCube in the accompanying consolidated balance sheet as of December 31, 2006.

Radiant has
also agreed to sublease a portion of its property, currently under an operating lease, to BlueCube. This sublease will expire concurrently with Radiants operating lease on the property in January 2013. Operating lease rentals received are
recorded against operating lease expense in the consolidated statements of operations. BlueCube has the right to early termination beginning on January 31, 2007, and must provide Radiant with an 18 month notice that early termination will
occur. Payments received from BlueCube under this sublease totaled approximately $1.4 million and $1.3 million during the years ended December 31, 2006 and 2005, respectively. Aggregate future minimum lease payments under this sublease
agreement as of December 31, 2006, are approximately $1.4 million per year for years 2007 through 2011, and a total of approximately $1.6 million over the remaining 13 months of the lease. In conjunction with this sublease agreement, Radiant
and BlueCube entered into a right of refusal and option agreement pertaining to real property currently owned by Radiant and adjacent to the property being subleased by BlueCube. Under this agreement, BlueCube has an option to purchase the real
property at a stated value, which management believes is the fair value at the time of the split-off. BlueCube has a right of refusal if Radiant obtains an offer to sell the real property to another party. The exercise of this right will result in
BlueCube purchasing the real property at a price based on a formula and the third-party offer obtained by Radiant. This agreement is subordinate to a pre-existing right of first refusal with a third-party.

On July 21, 2006, RedPrairie Corporation acquired BlueCube Software. As a result of this purchase, all transactions occurring between the Company and BlueCube will
no longer be considered related party transactions.

Impairment of HotelTools Software

During 2003, management approved a plan to sell the acquired HotelTools software. At the time this plan was approved, the software became available for immediate sale and
management actively pursued interested parties to sell the software in its present condition. As a result of this impending sale and in accordance with the provisions of Statement of Financial Accounting Standards No. 86,Accounting for the
Costs of Computer Software to Be Sold, Leased or Otherwise Marketed, the Company wrote down the assets associated with HotelTools to its net realizable value. Additionally, the Company reclassified the remaining intangible asset balance of
approximately $550,000 to other short-term assets to reflect the impending sale. During the second quarter of 2005, there was no activity or discussions with interested parties and management made the decision to no longer actively pursue potential
acquirers of the software. Accordingly, it was determined that the asset should be written off and an impairment charge of approximately $550,000 has been reflected in the accompanying consolidated statement of operations for the year ended
December 31, 2005.



62



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



6. GOODWILL AND OTHER INTANGIBLES, NET

Goodwill

In accordance with SFAS No. 142, the Company evaluates the carrying value of goodwill as of
January 1 of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not
limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company
compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.
The impairment loss would be calculated by comparing the implied fair value of the reporting units goodwill to its carrying amount. In calculating the implied fair value of goodwill, the fair value of the reporting unit is allocated to all of
the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would
be recognized when the carrying amount of goodwill exceeds its implied fair value.

The Companys evaluation of goodwill in accordance with SFAS 142
for 2006 and 2005 and completed on January 1, 2007 and 2006, respectively, resulted in no impairment losses. Changes in the carrying amount of goodwill for the years ended December 31, 2006 and 2005 are as follows (in thousands):



|                                                                            |  |             |        |        |   |        |       |  |   |        |  
|--------------------------------------------------------------------------- |  | ----------- | ------ | ------ | - | ------ | ----- |  | - | ------ | -
|                                                                            |  | Hospitality |        | Retail |   |        | Total | 
|BALANCE, December 31, 2004                                                  |  | $           | 27,114 |        | $ | 7,813  |       |  | $ | 34,927 |  
|                                                                            |  |             |        |        |   |        |       |  |   |        |  
|Currency translation adjustment related to Breeze acquisition               |  |             |       |        |   | (280   | )     |  |   | (280   | )
|MenuLink acquisition (Note 5)                                               |  |             | 10,163 |        |   |       |       |  |   | 10,163 |  
|Utilization of acquired deferred tax asset (Note 10)                        |  |             |       |        |   | (571   | )     |  |   | (571   | )
|                                                                            |  |             |        |        |   |        |       |  |   |        |  
|BALANCE, December 31, 2005                                                  |  |             | 37,277 |        |   | 6,962  |       |  |   | 44,239 |  
|                                                                            |  |             |        |        |   |        |       |  |   |        |  
|Goodwill resulting from the Synchronics acquisition (Note 5)                |  |             |       |        |   | 17,019 |       |  |   | 17,019 |  
|Currency translation adjustment related to Breeze acquisition               |  |             |       |        |   | 276    |       |  |   | 276    |  
|Utilization of acquired deferred tax asset (Note 10)                        |  |             |       |        |   | (60    | )     |  |   | (60    | )
|Adjustment related to change in contingent liabilities of MenuLink (Note 5) |  |             | 474    |        |   |       |       |  |   | 474    |  
|                                                                            |  |             |        |        |   |        |       |  |   |        |  
|BALANCE, December 31, 2006                                                  |  | $           | 37,751 |        | $ | 24,197 |       |  | $ | 61,948 |  
|                                                                            |  |             |        |        |   |        |       |  |   |        |  



63



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Intangible Assets

A summary of the Companys intangible assets as of December 31, 2006 and 2005 is as follows (in thousands):



|                                            |  |                                     |  |                      |        |                          |                   |         |                     |  |                          |        |  |   |         |  
|------------------------------------------- |  | ----------------------------------- |  | -------------------- | ------ | ------------------------ | ----------------- | ------- | ------------------- |  | ------------------------ | ------ |  | - | ------- | -
|                                            |  |                                     |  | December 31, 2006    |        |                          | December 31, 2005 |        
|                                            |  | Weighted Average Amortization Lives |  | Gross Carrying Value |        | Accumulated Amortization |                   |         | GrossCarrying Value |  | Accumulated Amortization |       
|Core and developed technology  Hospitality |  | 3.5 years                           |  | $                    | 12,700 |                          | $                 | (11,221 | )                   |  | $                        | 12,700 |  | $ | (7,145  | )
|Reseller network  Hospitality              |  | 15 years                            |  |                      | 9,200  |                          |                   | (1,814  | )                   |  |                          | 9,200  |  |   | (1,201  | )
|Direct sales channel  Hospitality          |  | 10 years                            |  |                      | 3,600  |                          |                   | (1,065  | )                   |  |                          | 3,600  |  |   | (705    | )
|Covenants not to compete  Hospitality      |  | 4 years                             |  |                      | 1,750  |                          |                   | (1,471  | )                   |  |                          | 1,750  |  |   | (950    | )
|Trademarks and tradenames  Hospitality     |  | Indefinite                          |  |                      | 1,300  |                          |                   |        |                     |  |                          | 1,300  |  |   |        |  
|Trademarks and tradenames  Hospitality     |  | 5 years                             |  |                      | 300    |                          |                   | (74     | )                   |  |                          | 300    |  |   | (15     | )
|Customer list and contracts  Hospitality   |  | 6 years                             |  |                      | 1,650  |                          |                   | (383    | )                   |  |                          | 1,650  |  |   | (132    | )
|Core and developed technology  Retail      |  | 4 years                             |  |                      | 3,800  |                          |                   | (950    | )                   |  |                          |       |  |   |        |  
|Reseller network  Retail                   |  | 6 years                             |  |                      | 5,200  |                          |                   | (867    | )                   |  |                          |       |  |   |        |  
|Subscription sales  Retail                 |  | 4 years                             |  |                      | 1,400  |                          |                   | (350    | )                   |  |                          |       |  |   |        |  
|Trademarks and tradenames  Retail          |  | 6 years                             |  |                      | 700    |                          |                   | (117    | )                   |  |                          |       |  |   |        |  
|Other                                       |  |                                     |  |                      | 492    |                          |                   | (333    | )                   |  |                          | 492    |  |   | (307    | )
|                                            |  |                                     |  |                      |        |                          |                   |         |                     |  |                          |        |  |   |         |  
|Total intangible assets                     |  |                                     |  | $                    | 42,092 |                          | $                 | (18,645 | )                   |  | $                        | 30,992 |  | $ | (10,455 | )
|                                            |  |                                     |  |                      |        |                          |                   |         |                     |  |                          |        |  |   |         |  

Amortization expense related to intangible assets was approximately $8.2 million, $5.3 million, and $4.9 million
for the years ended December 31, 2006, 2005, and 2004, respectively.

Approximate amortization expense, assuming no future acquisitions, dispositions
or impairments of intangible assets, for the following annual periods subsequent to December 31, 2006 is listed below (in thousands):



|                                   |  |   |        
|---------------------------------- |  | - | -------
|12-month period ended December 31, |  |  
|2007                               |  |   | $ 4,309
|2008                               |  |   | 4,123  
|2009                               |  |   | 3,961  
|2010                               |  |   | 2,256  
|2011                               |  |   | 2,175  
|Thereafter                         |  |   | 5,323  
|                                   |  |   |        
|                                   |  | $ | 22,147 
|                                   |  |   |        



64



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



7. DEBT

On
March 31, 2005, the Company entered into a senior secured credit facility (the Credit Agreement) with Wells Fargo Foothill, Inc., as the arranger, administrative agent and initial lender. The Credit Agreement, which was amended on
January 3, 2006, provides for extensions of credit, upon satisfaction of certain conditions, in the form of revolving loans in an aggregate principal amount of up to $15 million and a term loan facility in an aggregate principal amount of up to
$31 million. The expiration date of the Credit Agreement is March 31, 2010. The revolving loan amount available to the Company is derived from a monthly borrowing base calculation using the Companys various receivables balances. The
amount derived from this borrowing base calculation is further reduced by the total amount of letters of credit outstanding. Loans under the Credit Agreement will bear interest, at Radiants option, at either the London Interbank Offering Rate
plus two and one half percent or at the rate that Wells Fargo Bank, N.A. announces as its prime rate then in effect, which was 8.25% at December 31, 2006. Fees associated with the Credit Agreement are typical for transactions of this type.

The Credit Agreement contains certain customary representations and warranties from Radiant. It also contains customary covenants, including: use of
proceeds; limitations on liens; limitations on mergers, consolidations and sales of Radiants assets; and limitations on transactions with related parties. In addition, the Credit Agreement contains various financial covenants, including:
minimum EBITDA levels, as defined; minimum tangible Net Worth, as defined; and maximum capital expenditures. As of December 31, 2006, the Company was in compliance with all financial covenants. The Credit Agreement also contains customary
events of default, including: nonpayment of principal, interest, fees or charges when due; breach of covenants; material inaccuracy of representations and warranties when made; and insolvency. If any events of default occur and are not cured within
the applicable grace periods or waived, the administrative agent shall, at the election of the required lenders, terminate the commitments and declare the loans then outstanding to be due and payable in whole or in part, together with accrued
interest and any unpaid accrued fees and all other liabilities of Radiant thereunder. The Credit Agreement is secured by the assets of the Company. As of December 31, 2006, the Company had approximately $0.6 million in letters of credit against
its available borrowing base of approximately $10.6 million, and $6.5 million was outstanding against the revolving loan facility, which is included in current liabilities. As excess cash is generated from continuing operations, the Company will
utilize these funds to pay down this revolving loan. In the event the Company experiences any short-term working capital needs, the Company will utilize this revolving loan.

In the second quarter of 2005, the Company entered into an amended and restated promissory note in the amount of $1.5 million with the previous shareholders of Aloha Technologies, Inc., acquired by the Company in
January 2004. During the fourth quarter of 2005, the Company modified the amended promissory note by reducing the $1.5 million principal amount to $1.0 million. The decrease was the result of agreed upon purchase price adjustments. The principal on
this note will be paid over the course of the third and fourth quarters of 2008 and the first quarter of 2009.

In the fourth quarter of 2005, the Company
issued approximately $4.1 million in notes payable related to the acquisition of MenuLink. The interest on the notes is calculated based on the prime rate and payments for both principal and interest are being made in equal installments over a
36-month period. The notes are scheduled to be paid off by the fourth quarter of 2008.



65



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following is a summary of long-term debt and the related balances as of December 31, 2006 and 2005 (in
thousands):



|                                                                                                                                                                                                                                                                                         |  |      |        |      |   |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------
|Description of Debt                                                                                                                                                                                                                                                                      |  | 2006 |        | 2005
|Promissory note (as amended) with Aloha shareholders bearing interest based on the prime rate plus one percent (9.25% as of December 31,
2006) with interest being paid monthly and principal being paid over the course of three fiscal quarters beginning in the third quarter of 2008 |  | $    | 964    |      | $ | 964   
|                                                                                                                                                                                                                                                                                         |  |     
|Term loan (as amended) with a bank bearing interest based on the prime rate (8.25 % as of December 31, 2006) with principal being paid at
$492 per month plus accrued interest (all unpaid principal and accrued interest is due upon termination or expiration of the Credit Agreement) |  |      | 24,092 |      |   | 13,500
|                                                                                                                                                                                                                                                                                         |  |     
|Promissory notes with MenuLink shareholders bearing interest based on the prime rate (8.25% as of December 31, 2006) and being paid in
thirty-six equal installments of principal and interest through the fourth quarter of 2008                                                        |  |      | 2,649  |      |   | 3,919 
|                                                                                                                                                                                                                                                                                         |  |      |        |      |   |       
|Total                                                                                                                                                                                                                                                                                    |  | $    | 27,705 |      | $ | 18,383
|                                                                                                                                                                                                                                                                                         |  |      |        |      |   |       

Approximate annual maturities of notes payable that were outstanding at December 31, 2006 are as follows:



|                           |  |   |       
|-------------------------- |  | - | ------
|(Dollars in Thousands)     |  |  
|2007                       |  | $ | 7,261 
|2008                       |  |   | 7,960 
|2009                       |  |   | 6,093 
|2010                       |  |   | 6,391 
|                           |  |   |       
|Balance, December 31, 2006 |  | $ | 27,705
|                           |  |   |       



66



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



8. RESTRUCTURING CHARGES

Lease Restructuring Charges  Bedford, Texas

During the second quarter of 2006, Radiant relocated its offices in Bedford, Texas
to a facility in Fort Worth, Texas. The Company is contractually liable for the lease payments on the abandoned Bedford facility through September 2007 (lease expiration). In accordance with Statement of Financial Accounting Standards
No. 146,Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146), the Company recorded a lease restructuring charge of approximately $1.4 million based on the fair value of the remaining lease payments and
estimated maintenance costs at the abandonment date. The restructuring charges were attributable to the Companys Hospitality business segment.

As of
December 31, 2006, approximately $0.7 million related to the lease commitments remained in the restructuring reserve to be paid. The Company anticipates the remaining payments will be made by the end of the third quarter of 2007 (lease
expiration). The table below summarizes the activity in the restructuring reserve (in thousands):



|                                               |  |            |      |   |           |   |      |       |  |   |       |  
|---------------------------------------------- |  | ---------- | ---- | - | --------- | - | ---- | ----- |  | - | ----- | -
|                                               |  | Short-Term |      |   | Long-Term |   |      | Total | 
|Balance, December 31, 2005                     |  | $          | 0    |   |           | $ | 0    |       |  | $ | 0     |  
|                                               |  |            |      |   |           |   |      |       |  |   |       |  
|Restructuring charges                          |  |            | 967  |   |           |   | 392  |       |  |   | 1,359 |  
|Expenses charged against restructuring reserve |  |            | (257 | ) |           |   | (392 | )     |  |   | (649  | )
|                                               |  |            |      |   |           |   |      |       |  |   |       |  
|Balance, December 31, 2006                     |  | $          | 710  |   |           | $ | 0    |       |  | $ | 710   |  
|                                               |  |            |      |   |           |   |      |       |  |   |       |  

Lease Restructuring Charges  Alpharetta, Georgia

During the third quarter of 2005, Radiant decided to consolidate certain facilities located in Alpharetta, Georgia, in order to reduce future operating costs. This
resulted in the abandonment of one facility, which formerly housed the Companys customer support call center. The restructuring charges were not attributable to any of the Companys reportable segments. In accordance with SFAS 146, the
Company recorded a lease restructuring charge based on the fair value of the remaining lease payments at the abandonment date less the estimated sublease rentals that could reasonably be obtained from the property.

This consolidation resulted in a restructuring charge of approximately $1.5 million in the third quarter of 2005, which consisted of $1.2 million for facility
consolidations and $0.3 million of fixed asset write-offs associated with the facility consolidation. During the second quarter of 2006, the Company updated its restructuring reserve analysis and recorded an additional $0.3 million in restructuring
charges as the initial assumption regarding the ability to sublease the facility had changed. As of December 31, 2006, approximately $0.9 million related to the lease commitments remained in the restructuring reserve to be paid. The Company
anticipates the remaining payments will be made by the fourth quarter of 2010 (lease expiration). The table below summarizes the activity in the restructuring reserve (in thousands):



|                                               |  |            |      |   |           |   |      |       |  |   |      |  
|---------------------------------------------- |  | ---------- | ---- | - | --------- | - | ---- | ----- |  | - | ---- | -
|                                               |  | Short-Term |      |   | Long-Term |   |      | Total | 
|Balance, December 31, 2005                     |  | $          | 362  |   |           | $ | 625  |       |  | $ | 987  |  
|                                               |  |            |      |   |           |   |      |       |  |   |      |  
|Restructuring charges                          |  |            | 304  |   |           |   |     |       |  |   | 304  |  
|Expenses charged against restructuring reserve |  |            | (252 | ) |           |   | (137 | )     |  |   | (389 | )
|                                               |  |            |      |   |           |   |      |       |  |   |      |  
|Balance, December 31, 2006                     |  | $          | 414  |   |           | $ | 488  |       |  | $ | 902  |  
|                                               |  |            |      |   |           |   |      |       |  |   |      |  



67



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Severance Costs

During 2004, in connection with the purchase of Aloha and the efficiencies obtained in the consolidation of several processes and the alignment of resources, the Company accrued for severance payments of approximately $1.1 million and
included this amount in goodwill. During 2006, 2005 and 2004, approximately $0.3, $0.6 million and $0.2 million of these liabilities, respectively, were paid, and the remaining liability is included in accrued expenses. The remaining liability of
less than $0.1 million will be paid in 2007.

9. ACCRUED LIABILITIES

The components of accrued liabilities at December 31, 2006 and 2005 are as follows (in thousands):



|                              |  |      |        |      |   |       
|----------------------------- |  | ---- | ------ | ---- | - | ------
|                              |  | 2006 |        | 2005
|Accrued wages                 |  | $    | 2,972  |      | $ | 2,297 
|Bonus and commissions payable |  |      | 6,882  |      |   | 5,073 
|Employee benefits payable     |  |      | 543    |      |   | 136   
|Other accrued liabilities     |  |      | 7,094  |      |   | 6,131 
|                              |  |      |        |      |   |       
|                              |  | $    | 17,491 |      | $ | 13,637
|                              |  |      |        |      |   |       



68



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



10. INCOME TAXES

The following summarizes the components of the income tax provision (benefit) (in thousands):



|                               |  |                          |         |   |      |   |       |  |   |    
|------------------------------ |  | ------------------------ | ------- | - | ---- | - | ----- |  | - | ---
|                               |  | Years ended December 31,
|                               |  | 2006                     |         |   | 2005 |   | 2004 
|Current taxes:                 |  |                          |         |   |      |   |       |  |   |    
|Federal                        |  | $                        | 809     |   |      | $ | 95    |  | $ |   
|State                          |  |                          | 45      |   |      |   | 50    |  |   | 40 
|Foreign                        |  |                          | 418     |   |      |   | 313   |  |   | 99 
|Deferred taxes                 |  |                          | (11,575 | ) |      |   | 571   |  |   |   
|                               |  |                          |         |   |      |   |       |  |   |    
|Income tax provision (benefit) |  | $                        | (10,303 | ) |      | $ | 1,029 |  | $ | 139
|                               |  |                          |         |   |      |   |       |  |   |    

Our domestic and foreign income from continuing operations before income taxes was as follows (in thousands):



|        |  |                          |       |      |   |       |  |   |      
|------- |  | ------------------------ | ----- | ---- | - | ----- |  | - | -----
|        |  | Years Ended December 31,
|        |  | 2006                     |       | 2005 |   | 2004 
|U.S.    |  | $                        | 7,048 |      | $ | 5,220 |  | $ | 525  
|Foreign |  |                          | 1,006 |      |   | 1,371 |  |   | 1,089
|        |  |                          |       |      |   |       |  |   |      
|        |  | $                        | 8,054 |      | $ | 6,591 |  | $ | 1,614
|        |  |                          |       |      |   |       |  |   |      

The total tax provision is different from the amount that would have been recorded by applying the U.S. statutory
federal income tax rate to income from continuing operations before taxes. Reconciliation of these differences is as follows:



|                                               |  |        |   |  |       |   |  |       |  
|---------------------------------------------- |  | ------ | - |  | ----- | - |  | ----- | -
|                                               |  | 2006   |   |  | 2005  |   |  | 2004  |  
|Statutory federal tax rate                     |  | 34     | % |  | 34    | % |  | 35    | %
|State income taxes, net of federal tax benefit |  | 2.5    |   |  | 0.8   |   |  | 5.0   |  
|Foreign taxes                                  |  | 0.6    |   |  | 2.0   |   |  | 2.5   |  
|Meals and entertainment                        |  | 1.3    |   |  | 1.0   |   |  | 2.3   |  
|Valuation allowance on deferred tax assets     |  | -185.0 |   |  | -23.0 |   |  | -36.2 |  
|State rate change                              |  | 3.5    |   |  |      |   |  |      |  
|Increase in tax contingencies                  |  | 7.7    |   |  |      |   |  |      |  
|Incentive stock option compensation            |  | 7.2    |   |  |      |   |  |      |  
|Other                                          |  | 0.3    |   |  | 1.1   |   |  |      |  
|                                               |  |        |   |  |       |   |  |       |  
|                                               |  | -127.9 | % |  | 15.9  | % |  | 8.60  | %
|                                               |  |        |   |  |       |   |  |       |  



69



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The components of the deferred income tax assets and liabilities as of December 31, 2006 and 2005 are as follows
(in thousands):



|                                         |  |              |        |   |      |   |         |  
|---------------------------------------- |  | ------------ | ------ | - | ---- | - | ------- | -
|                                         |  | December 31, |       
|                                         |  | 2006         |        |   | 2005 |  
|Deferred income tax assets:              |  |              |        |   |      |   |         |  
|Inventory reserve                        |  | $            | 1,430  |   |      | $ | 1,445   |  
|Allowance for doubtful accounts          |  |              | 1,594  |   |      |   | 1,471   |  
|Depreciation                             |  |              | 1,587  |   |      |   | 1,516   |  
|Intangibles                              |  |              | 1,588  |   |      |   | 1,085   |  
|FAS 123(R) expensenon qualified options |  |              | 572    |   |      |   |        |  
|Accrued expenses                         |  |              | 676    |   |      |   | 1,184   |  
|Net operating loss carryforward          |  |              | 3,524  |   |      |   | 6,932   |  
|Research credit                          |  |              | 3,765  |   |      |   | 3,765   |  
|State tax credit                         |  |              | 391    |   |      |   | 391     |  
|Foreign tax credit                       |  |              | 146    |   |      |   |        |  
|Alternative minimum tax credit           |  |              | 297    |   |      |   | 109     |  
|Other                                    |  |              | 1,030  |   |      |   | 924     |  
|                                         |  |              |        |   |      |   |         |  
|Gross deferred income tax assets         |  |              | 16,600 |   |      |   | 18,822  |  
|Valuation allowance                      |  |              | (146   | ) |      |   | (17,977 | )
|                                         |  |              |        |   |      |   |         |  
|Total deferred income tax assets, net    |  | $            | 16,454 |   |      | $ | 845     |  
|                                         |  |              |        |   |      |   |         |  
|Deferred income tax liabilities:         |  |              |        |   |      |   |         |  
|Goodwill and intangible assets           |  |              | (1,875 | ) |      |   | (845    | )
|                                         |  |              |        |   |      |   |         |  
|Net deferred income tax asset            |  | $            | 14,579 |   |      | $ |        |  
|                                         |  |              |        |   |      |   |         |  

Our deferred income tax assets and liabilities at December 31, 2006 and 2005, are included in the
accompanying Consolidated Balance Sheets as follows (in thousands):



|                                        |  |              |        |      |   |  
|--------------------------------------- |  | ------------ | ------ | ---- | - | -
|                                        |  | December 31,
|                                        |  | 2006         |        | 2005
|Current deferred income tax assets      |  | $            | 9,327  |      | $ | 
|Deferred income tax assets, non-current |  |              | 5,252  |      |   | 
|                                        |  |              |        |      |   |  
|Net deferred income tax assets          |  | $            | 14,579 |      | $ | 
|                                        |  |              |        |      |   |  

As of December 31, 2005, the Company had a valuation allowance against its deferred tax assets of $18.0
million due to the uncertainty regarding its ability to generate sufficient future taxable income prior to the expiration of its net operating loss carryforwards. In the second quarter of 2006, the Company reassessed the valuation allowance
previously established and determined that it was more likely than not that a substantial portion of the deferred tax assets would be realized in the foreseeable future. This determination was based upon the Companys projection of taxable
income for 2006, 2007 and 2008, as well as the length of time since the Company has incurred losses from continuing operations before taxes. Accordingly, $17.8 million of the valuation allowance was released during 2006, of which $2.9 million was
recorded as additional paid-in-capital and $14.9 million was recorded as a benefit to the income tax provision for the year ended December 31, 2006. The Company has a valuation allowance of $.2 million at December 31, 2006 related to the
Companys foreign tax credit carryforward due to the uncertainty regarding its ability to generate future foreign source income.



70



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



At December 31, 2006, the Company had U.S. federal net operating loss carryforwards of approximately $13.0
million and foreign net operating loss carryforwards of $1.0 million. The tax losses and carryforwards (if not utilized against taxable income) expire from 2023 to 2024. Approximately $7.9 million of the U.S. net operating loss carryforwards are
attributable to excess tax deductions related to the exercise of stock options and are recorded as a deferred tax asset. In addition, the Company has excess tax benefits, related to current year stock option exercises subsequent to the adoption of
FAS 123(R), of $4.9 million that are not recorded as a deferred tax asset as the amounts have not yet resulted in a reduction in current taxes payable. The benefit of these deductions will be recorded to additional paid-in-capital at the time the
tax deduction results in a reduction of current taxes payable.

In addition, the Company has certain tax credit carryforwards available to offset future
tax liability, including research and development, state, alternative minimum and foreign tax credits. The amounts at December 31, 2006, 2005, and 2004, totaled $3.8 million, $0.3 million and $0.1 million, respectively. The research and
development and foreign tax credits expire from 2010 to 2025. The alternative minimum tax credit carries forward indefinitely to offset future U.S. tax liability.

U.S. income and foreign withholding taxes have not been provided for cumulative undistributed earnings of foreign subsidiaries and equity investees. The Company intends to reinvest these earnings for the foreseeable future. If these amounts
were distributed to the United States, in the form of dividends or otherwise, or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, we would be subject to additional U.S. income taxes (subject to an adjustment for
foreign tax credits) and foreign withholding taxes. Determination of the amount of unrecognized deferred income tax liability related to these earnings or investments is not practicable.

On November 10, 2005, the FASB issued FASB Staff Position No. FAS 123R-3 Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards. We have elected to adopt the
alternative transition method provided in the FASB Staff Position for calculating the tax effects of stock-based compensation pursuant to SFAS No. 123R. The alternative transition method includes simplified methods to establish the beginning
balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee stock-based compensation, and to determine the subsequent APIC pool and Consolidated Statement of Cash Flows of the tax effects of employee
stock-based compensation awards that are outstanding upon adoption of SFAS No. 123R. Using this methodology, we had no beginning balance in the APIC pool.

The Company uses the with-and-without or incremental approach for ordering tax benefits derived from the share-based payment awards. Using the with-and-without approach, actual income taxes payable for the period are
compared to the amount of tax payable that would have been incurred absent the deduction for employee share-based payments in excess of the amount of compensation cost recognized for financial reporting. As a result of this approach, tax net
operating loss carryforwards not generated from share-based payments in excess of cost recognized for financial reporting are considered utilized before the current periods share-based deduction.

In accordance with SFAS 109, Accounting for Income Taxes, and SFAS 5, Accounting for Contingencies, we establish reserves for tax contingencies that reflect our best
estimate of the deductions and credits that we may be unable to sustain, or that we could be willing to concede as part of a broader tax settlement. At December 31, 2006 and 2005, we had recorded tax contingency reserves of approximately $.08
million and $0.2 million, respectively.



71



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



11. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases office space, equipment and certain vehicles under noncancelable operating lease
agreements expiring on various dates through 2013. Total rent expense under operating leases was approximately $5.2 million, $3.7 million and $4.2 million for the years ended December 31, 2006, 2005 and 2004, respectively. The Company leases
various equipment under capital leases that expire on various dates through December 2010. Aggregate future minimum lease payments under the capital leases, noncancelable operating leases in effect as of December 31, 2006, and noncancelable
operating leases which commenced subsequent to December 31, 2006, are as follows (in thousands):



|                                              |  |         |     |           |   |       
|--------------------------------------------- |  | ------- | --- | --------- | - | ------
|                                              |  | Capital |     | Operating
|2007                                          |  | $       | 219 |           | $ | 6,932 
|2008                                          |  |         | 186 |           |   | 6,244 
|2009                                          |  |         | 178 |           |   | 6,041 
|2010                                          |  |         | 137 |           |   | 6,090 
|2011                                          |  |         |    |           |   | 4,484 
|Thereafter                                    |  |         |    |           |   | 8,982 
|                                              |  |         |     |           |   |       
|Total                                         |  | $       | 720 |           | $ | 38,773
|                                              |  |         |     |           |   |       
|Less: Amount representing interest            |  |         | 91  |           |   |       
|                                              |  |         |     |           |   |       
|Net present value of minimum lease payments   |  |         | 629 |           |   |       
|Less: Current portion of capital lease        |  |         | 178 |           |   |       
|                                              |  |         |     |           |   |       
|Long-term portion of capital lease obligation |  | $       | 451 |           |   |       
|                                              |  |         |     |           |   |       

The schedule above includes the future minimum lease payments related to facilities that are being subleased. The
total minimum rentals to be received in the future under noncancelable subleases as of December 31, 2006, are approximately $1.6 million in years 2007 through 2009, $1.7 million in 2010, and $3.0 million thereafter.

Employment Agreements

As part of the acquisitions of Aloha
and MenuLink, the Company has employment agreements with four employees. Under these employment agreements, in the event the Company terminates employment without cause or if the employee terminates employment with good reason, the Company would be
obligated to pay the employee severance at a rate equal to his or her base salary at the date of termination for the remaining term of the agreement. The employment agreements expired over various periods through January 2007.

Letters of Credit

As of December 31, 2006 and 2005, the
Company had outstanding letters of credit of approximately $0.6 million and $3.3 million, respectively. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The
outstanding letters of credit reduce the amount available under the revolving loan provided by the Credit Agreement with Wells Fargo Foothill, Inc. Further explanation of this agreement is presented in Note 7. On January 1, 2006, approximately
$2.7 million in letters of credit expired and were not renewed.

Legal Matters

Radiant is and has been involved in legal proceedings arising in the normal course of business. Management is of the opinion, based upon presently available information and the advice of counsel concerning pertinent
legal matters, that any resulting liability should not have a material adverse effect on the Companys financial position, results of operations or cash flows.

Purchase Commitments

The Company has entered into certain noncancelable purchase orders for manufacturing
supplies to be used in its normal operations. The anticipated payments related to these purchase orders are approximately $0.3 million in 2007.



72



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



12. SHAREHOLDERS EQUITY

Treasury Stock

In May 2000, the Board of Directors of the Company authorized a stock repurchase program
pursuant to which the Company was authorized to repurchase up to 1.0 million shares of common stock of the Company over the following twelve months. During 2000, the Company repurchased and subsequently retired approximately 90,000 shares at
prices ranging from $18.25 to $19.94 per share, for total consideration of approximately $1.8 million.

In May 2001, the Board of Directors of the Company
renewed this stock repurchase program whereby the Company was authorized to repurchase up to 1.0 million shares of common stock of the Company through May 2002. During 2001, the Company repurchased and subsequently retired approximately 725,000
shares at prices ranging from $5.27 to $18.67 per share, for total consideration of approximately $6.0 million. During the first quarter of 2002, the Company repurchased and subsequently retired approximately 25,000 shares at prices ranging from
$7.71 to $8.00 per share, for total consideration of approximately $196,000.

In August 2002, the Board of Directors of the Company authorized a
re-commencement of the Companys stock repurchase program authorizing the repurchase of up to 1.0 million shares of its common stock through August 2003. In 2003, the Company repurchased and subsequently retired approximately 495,000
shares at prices ranging from $5.81 to $8.16 per share, for total consideration of approximately $3.4 million.

In 2004, the Company repurchased
2.1 million shares at a weighted average price of $8.09 at a cost of approximately $17.3 million. Approximately 2.0 million shares were repurchased in connection with the divesture of the Enterprise segment and were subsequently retired
(Note 5). The remaining 141,000 shares were repurchased from the former shareholders of Breeze, who were issued the shares in December 2003 in connection with the additional consideration given for obtaining certain earnings milestones, pursuant to
the Breeze acquisition agreement (Note 5). During the fourth quarter of 2004, the Company retired the remaining 141,000 shares that remained in its treasury.

In the first quarter of 2005, the Company repurchased approximately 238,000 shares of common stock at a cost of approximately $1.0 million from the former shareholders of Breeze, who were issued the shares in connection with the specified
earnings milestones that were achieved in the fourth quarter of 2004.

In the fourth quarter of 2005, the Board of Directors of the Company authorized a
re-commencement of the Companys stock repurchase program authorizing the repurchase of up to 1.0 million shares at a price not to exceed $20.00 per share through October 2007. During 2006, the Company repurchased, and subsequently
retired, approximately 453,000 shares for approximately $5.0 million at an average cost of $10.97 per share.

As of December 31, 2006, the Company has
repurchased and subsequently retired approximately 4.1 million shares of its common stock, for total consideration of approximately $35.0 million under these repurchase programs.

Preferred Stock

In January 1997, the Company authorized 5,000,000 shares of preferred stock with no par
value. The Companys Board of Directors has the authority to issue these shares and to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences and other rights and restrictions.



73



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



13. EMPLOYEE BENEFITS

Stock-Based Compensation Plans

Employee Stock Purchase Plan

During 1998, the Companys Board of Directors adopted, with shareholder approval, the 1998 Employee Stock Purchase Plan (the ESPP). Under the ESPP, the Company is authorized to issue up to 2,500,000
shares of Radiants common stock to its qualified employees, who may purchase shares at 85% of the appropriate market price every six months. The purchase price of the stock is the lower of the market price in effect on the day the offering
starts or the day the offering terminates. The ESPP was suspended on December 31, 2005 in an effort to reduce future stock compensation expense. The company reinstated the ESPP program during 2006 on terms that permit employees to purchase
Radiant common stock at the end of each quarter at 95% of the market price on the last day of the quarter. Based on these terms, the reinstated ESPP will not result in any future stock compensation expense.

In 2006, 2005 and 2004, the Company issued approximately 3,000 shares, 293,000 shares and 448,000 shares under the ESPP at an average price of $9.32, $6.18, and $3.83
per share, respectively. As of December 31, 2006, there were approximately 999,000 shares available for future issuance under the ESPP.

Directors Stock Option Plan

During 1997, the Companys Board of Directors adopted, with shareholder approval, the
Non-Management Directors Stock Option Plan (the Directors Plan) for non-management directors of the Company, under which the Company may grant options to purchase up to 150,000 shares of Radiants common stock to
nonemployee directors of the Company. Options are granted at an exercise price, which is not less than fair value as referenced to quoted market prices. Initial grants to new directors are exercisable over three years, while annual grants are
exercisable six months after the grant date. Options granted under the Directors Plan expire ten years from the date of grant. During 2002, the Directors Plan was amended to increase the number of options available for grant to 300,000
shares, as well as to increase the grant to a non-employee director upon initial appointment to 25,000 from 15,000 and the annual grant to 10,000 from 5,000. The Company granted 0, 65,000 and 30,000 options under this plan in 2006, 2005 and 2004,
respectively. As of December 31, 2006, the Company has granted approximately 335,000 options under the Directors Plan, of which 7,500 have been exercised and 47,500 have been cancelled.

1995 Stock Option Plan

The Companys 1995 Stock Option
Plan (the 1995 Plan), as amended, was approved by shareholders and authorizes the issuance of up to 13,000,000 incentive and nonqualified stock options to key employees. Options are granted at an exercise price which is not less than
fair value as estimated by the Board of Directors and become exercisable as determined by the Board of Directors, generally over a period of four to five years. Options granted under the 1995 Plan expire ten years from the date of grant. At
December 31, 2006, there were no more options available to purchase shares of common stock under the 1995 Plan. During the fourth quarter of 2004, the Company made a one-time grant of 1,136,000 options to key employees. The options granted in
2005 and 2004 contain provisions that allow for early vesting if certain stock price targets are met.

2005 Long-Term Incentive Plan

Effective April 25, 2005, the 2005 Long-Term Incentive Plan (LTIP) was adopted by the Companys board of directors. The
intent of the LTIP is to replace both the 1995 Plan and the Directors Plan and become the only plan for providing stock-based incentive compensation to directors and employees of the Company, other than the ESPP which remains in effect.
Options previously granted under the 1995 Plan and the Directors Plan will remain exercisable in accordance with the terms of the respective plans. The LTIP provides for the grant of incentive stock options, non-qualified stock options, stock
appreciation rights, restricted stock, performance units and phantom stock. The LTIP authorizes the issuance of up to 2,500,000 shares of the Companys common stock and the maximum that may be granted to any one employee in any calendar year is
250,000. No grants may be made under the LTIP subsequent to April 24, 2015. During the year ended December 31, 2006, the company granted 734,000 shares under the LTIP and 9,000 shares have been cancelled.

Employee Savings Plans

The Company has a 401(k) profit-sharing plan
(the 401(k) Plan) available to all employees of the Company who have attained age 21. The 401(k) Plan includes a salary deferral arrangement pursuant to which employees may contribute a minimum of 1% and a maximum of 80% of their salary
on a pretax basis, up to $15,000 in 2006. The Company may make both matching and additional contributions at the discretion of the Companys Board of Directors. The Company made contributions of approximately $0.7 million, $0.4 million and $0.3
during 2006, 2005 and 2004, respectively.

As a result of the Companys acquisition of Aloha in January 2004, the Company adopted Alohas 401(k)
profit-sharing plan (Aloha Plan), which is available to all employees who have attained age 21. The Aloha Plan includes a salary deferral arrangement pursuant to which employees may contribute a minimum of 1% and a maximum of 50% of
their salary on a pretax basis, up to $15,000 in 2006. The Company may make both matching and additional contributions at the discretion of the Companys Board of Directors. The Company made contributions of approximately $0.3 million and $0.2
million during the years ending December 31, 2006 and 2005, respectively. The total for 2005 includes contributions made by the Company on behalf of MenuLink employees, who participate in the Aloha Plan.



74



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Stock Option Exchange Program

On December 2, 2004, the Company announced a voluntary stock option exchange program for the benefit of its employees. Under the program, employees were offered the opportunity, if they elected, to cancel certain
outstanding stock options previously granted to them under the Plan for new stock options granted in 2005. Under the exchange program, the new options were exercisable for one share of common stock for every two shares of common stock issuable upon
exercise of a surrendered option. For options with exercise prices greater than $15.00 per share, the new options were exercisable for one share of common stock for every three shares of common stock issuable upon exercise of a surrendered option.
The exercise price of the new options were equal to the last reported sale price of common stock during regular trading hours as reported by the NASDAQ National Market System on the grant date. The new options become exercisable in three equal
annual installments beginning on the first anniversary of the date of grant and will expire on the fifth anniversary of the grant date, or earlier in the event of the termination of employment. The election period ended on December 30, 2004. On
December 31, 2004, 116,094 options at an average exercise price of $15.84 were cancelled under this program. In accordance with EITF Issue 00-23, Issues Related to the Accounting for Stock Compensation under APB Opinion No. 25 and
FASB Interpretation No. 44 Abstract, no compensation charges were recorded. Members of the Companys Board of Directors, executive officers, and certain other members of the senior management team were not eligible to participate in
this program. On July 1, 2005, 50,922 new options were granted under this program.

The following table sets forth the range of exercise prices,
number of shares, weighted average exercise price and remaining contractual lives by groups of similar price and grant date for stock options outstanding as of December 31, 2006 (in thousands, except weighted average price and remaining
contractual life):



|                        |  |                    |  |                                                  |       |                     |                  |  |                                 |  |   |      
|----------------------- |  | ------------------ |  | ------------------------------------------------ | ----- | ------------------- | ---------------- |  | ------------------------------- |  | - | -----
|                        |  | OptionsOutstanding |  | WeightedAverageRemainingContractual Life (Years) |       | Options Exercisable
|Range of Exercise Price |  | Numberof Shares    |  | Weighted Average Exercise Price                  |       |                     | Number of Shares |  | Weighted Average Exercise Price
|$2.67 - $4.66           |  | 1,528              |  | $                                                | 4.47  |                     | 4.84             |  | 895                             |  | $ | 4.50 
|$4.67 - $6.77           |  | 1,425              |  |                                                  | 6.16  |                     | 5.62             |  | 1,228                           |  |   | 6.10 
|$6.80 - $9.33           |  | 878                |  |                                                  | 8.56  |                     | 4.96             |  | 751                             |  |   | 8.61 
|$9.35 - $15.27          |  | 1,577              |  |                                                  | 12.13 |                     | 5.30             |  | 629                             |  |   | 12.36
|$15.40 - $45.58         |  | 876                |  |                                                  | 20.46 |                     | 3.45             |  | 876                             |  |   | 20.46
|                        |  |                    |  |                                                  |       |                     |                  |  |                                 |  |   |      
|Total                   |  | 6,284              |  | $                                                | 9.58  |                     |                  |  | 4,379                           |  | $ | 9.98 
|                        |  |                    |  |                                                  |       |                     |                  |  |                                 |  |   |      

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information for all equity compensation plans as of the fiscal year ended December 31, 2006, under which the equity securities of the
Company were authorized for issuance:



|                                                |  |                                                                                            |  |                                                       |       |                                                                                           |      
|----------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | ----------------------------------------------------- | ----- | ----------------------------------------------------------------------------------------- | -----
|                                                |  | Number of Securities to be Issued Upon Exerciseof Outstanding Options, Warrants and Rights |  | Weighted-AverageExercise Price of Outstanding Options |       | Number of SecuritiesRemaining Availablefor Future
IssuanceUnder Equity Compensation Plans
|                                                |  |                                                                                            |  |                                                       |       |                                                                                          
|Equity Compensation Plans                       |  |                                                                                            |  |                                                       |       |                                                                                           |      
|Approved by Shareholders:                       |  |                                                                                            |  |                                                       |       |                                                                                           |      
|1995 Stock Option Plan                          |  | 5,279                                                                                      |  | $                                                     | 9.19  |                                                                                           |     
|1997 Non-Management Directors Stock Option Plan |  | 280                                                                                        |  | $                                                     | 9.86  |                                                                                           | 12   
|1998 Employee Stock Purchase Plan               |  |                                                                                           |  |                                                       |      |                                                                                           | 999  
|2005 Long-Term Incentive Plan                   |  | 725                                                                                        |  | $                                                     | 12.30 |                                                                                           | 1,776
|Not approved by shareholders:                   |  |                                                                                           |  |                                                       |      |                                                                                           |     
|                                                |  |                                                                                            |  |                                                       |       |                                                                                           |      
|Total                                           |  | 6,284                                                                                      |  | $                                                     | 9.58  |                                                                                           | 2,787
|                                                |  |                                                                                            |  |                                                       |       |                                                                                           |      



75



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



14. SEGMENT REPORTING DATA

The Companys reportable segments were identified based on the manner in which management reviews operating results and makes decisions regarding the allocation of the Companys resources. Each segment
focuses on delivering site management systems, including point-of-sale, self-service kiosk, and back-office systems, designed specifically for each of the core vertical markets. The Companys segments derive revenues from the sale of products
including system software and hardware, and services, including client support, maintenance, training, custom software development, hosting and implementation services.

Prior to 2006, the Company operated in three primary segments: (i) Hospitality, (ii) Petroleum and Convenience Retail, and (iii) Entertainment. However, effective January 1, 2006, the Company made
the decision to condense its business into two reportable segments: (i) Hospitality (which includes the former Entertainment segment) and (ii) Retail (which is comprised of the former Petroleum and Convenience Retail segment and the
recently-acquired Synchronics business). These changes were made in order to increase managements accountability for revenue growth and operating performance. The Companys chief operating decision maker makes decisions based on
information for these segments. Segment information for the years ended December 31, 2005 and 2004 have been revised to present the data in accordance with the current segments.

The accounting policies of the segments are substantially the same as those described in the summary of significant accounting policies. Management evaluates the performance of the segments based on net income or loss
before the allocation of certain central costs, an internal measure of contribution margin, which is defined as net income or loss from operations before certain allocated costs. The summary of the Companys operating segments is as follows (in
thousands):



|                                                     |  |                                      |         |        |   |           |  |   |       |   |  |   |        
|---------------------------------------------------- |  | ------------------------------------ | ------- | ------ | - | --------- |  | - | ----- | - |  | - | -------
|                                                     |  | For the year ended December 31, 2006
|                                                     |  | Hospitality                          |         | Retail |   | All Other |  |   | Total
|Revenues                                             |  | $                                    | 141,208 |        | $ | 78,537    |  | $ | 2,565 |   |  | $ | 222,310
|Amortization of intangible assets                    |  |                                      | 5,880   |        |   | 2,283     |  |   | 26    |   |  |   | 8,190  
|Product development                                  |  |                                      | 12,605  |        |   | 5,546     |  |   | 86    |   |  |   | 18,237 
|Net income before allocation of central costs        |  |                                      | 20,566  |        |   | 12,108    |  |   | 797   |   |  |   | 33,471 
|Goodwill                                             |  |                                      | 37,751  |        |   | 24,197    |  |   |      |   |  |   | 61,948 
|Other identifiable assets                            |  |                                      | 49,322  |        |   | 29,625    |  |   | 1,415 |   |  |   | 80,362 
|                                                     | 
|                                                     |  | For the year ended December 31,
2005
|                                                     |  | Hospitality                          |         | Retail |   | All Other |  |   | Total
|Revenues                                             |  | $                                    | 111,695 |        | $ | 58,499    |  | $ | 1,848 |   |  | $ | 172,042
|Amortization of intangible assets                    |  |                                      | 5,291   |        |   |          |  |   | 26    |   |  |   | 5,317  
|Product development                                  |  |                                      | 8,346   |        |   | 2,530     |  |   |      |   |  |   | 10,876 
|Net income (loss) before allocation of central costs |  |                                      | 17,319  |        |   | 9,497     |  |   | (820  | ) |  |   | 25,997 
|Goodwill                                             |  |                                      | 37,277  |        |   | 6,962     |  |   |      |   |  |   | 44,239 
|Other identifiable assets                            |  |                                      | 35,526  |        |   | 18,879    |  |   | 1,599 |   |  |   | 56,004 
|                                                     | 
|                                                     |  | For the year ended December 31,
2004
|                                                     |  | Hospitality                          |         | Retail |   | All Other |  |   | Total
|Revenues                                             |  | $                                    | 78,186  |        | $ | 54,250    |  | $ | 2,439 |   |  | $ | 134,874
|Amortization of intangible assets                    |  |                                      | 4,861   |        |   |          |  |   | 29    |   |  |   | 4,891  
|Product development                                  |  |                                      | 5,067   |        |   | 3,710     |  |   | 30    |   |  |   | 8,794  
|Net income before allocation of central costs        |  |                                      | 12,313  |        |   | 9,578     |  |   | 373   |   |  |   | 22,264 
|Goodwill                                             |  |                                      | 27,114  |        |   | 7,813     |  |   |      |   |  |   | 34,927 
|Other identifiable assets                            |  |                                      | 43,220  |        |   | 17,248    |  |   | 2,470 |   |  |   | 62,938 



76



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The reconciliation of product development expense allocated to reportable segments to total product development
expense for the years ended December 31, 2006, 2005 and 2004, is as follows (in thousands):



|                                                    |  |              |        |      |   |        |  |   |       
|--------------------------------------------------- |  | ------------ | ------ | ---- | - | ------ |  | - | ------
|                                                    |  | December 31,
|                                                    |  | 2006         |        | 2005 |   | 2004  
|Product development expense for reportable segments |  | $            | 18,237 |      | $ | 10,876 |  | $ | 8,794 
|Indirect product development expenses unallocated   |  |              | 3,509  |      |   | 3,530  |  |   | 4,070 
|                                                    |  |              |        |      |   |        |  |   |       
|Product development expense                         |  | $            | 21,746 |      | $ | 14,406 |  | $ | 12,864
|                                                    |  |              |        |      |   |        |  |   |       

The reconciliation of net income before the allocation of central costs from reportable segments to net income for
the years ended December 31, 2006, 2005 and 2004, is as follows (in thousands):



|                                                              |  |              |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                              |  | December 31, |        
|                                                              |  | 2006         |         |   | 2005 |   |         | 2004 | 
|Net income before allocation of central costs                 |  | $            | 33,471  |   |      | $ | 25,997  |      |  | $ | 22,264  |  
|Central corporate expenses unallocated                        |  |              | (26,037 | ) |      |   | (20,435 | )    |  |   | (20,789 | )
|Release of valuation allowance related to deferred tax assets |  |              | 10,923  |   |      |   |        |      |  |   |        |  
|Income from operations of Enterprise business                 |  |              |        |   |      |   |        |      |  |   | (913    | )
|Gain on disposal of Enterprise business                       |  |              |        |   |      |   |        |      |  |   | 3,626   |  
|                                                              |  |              |         |   |      |   |         |      |  |   |         |  
|Net income                                                    |  | $            | 18,357  |   |      | $ | 5,562   |      |  | $ | 4,188   |  
|                                                              |  |              |         |   |      |   |         |      |  |   |         |  

The reconciliation of other identifiable assets to total assets as of December 31, 2006 and 2005, is as
follows (in thousands):



|                                                  |  |              |         |      |   |        
|------------------------------------------------- |  | ------------ | ------- | ---- | - | -------
|                                                  |  | December 31,
|                                                  |  | 2006         |         | 2005
|Other identifiable assets for reportable segments |  | $            | 80,362  |      | $ | 56,004 
|Goodwill for reportable segments                  |  |              | 61,948  |      |   | 44,239 
|Central corporate assets unallocated              |  |              | 56,345  |      |   | 42,262 
|                                                  |  |              |         |      |   |        
|Total assets                                      |  | $            | 198,655 |      | $ | 142,505
|                                                  |  |              |         |      |   |        

Revenues not associated with the Companys Hospitality and Retail segments are comprised of revenues from
sales to BlueCube (Note 5) and hardware sales outside the Companys segments.

The Company distributes its technology both within the United States of
America and internationally. The Company currently has international offices in Australia, the Czech Republic, the United Kingdom and Singapore. Geographic revenue information is based on the location of the selling entity. Revenues derived from
international sources were approximately $38.4 million, $33.1 million and $23.3 million for the years ended December 31, 2006, 2005 and 2004, respectively. At December 31, 2006 and 2005, the Company had international identifiable assets,
including goodwill, of approximately $16.0 million and $12.4 million, respectively, of which approximately $4.2 million and $4.1 million, respectively, are long-lived assets.

The segment reporting data presented above may not reflect actual performance and actual asset balances had each segment been a stand-alone entity. Furthermore, the segment information may not be indicative of future
performance.



77



---

##### Table of Contents

RADIANT SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



15. RELATED PARTY TRANSACTIONS

As a result of the Synchronics acquisition which occurred in the first quarter of 2006, the Company entered into a 5-year lease agreement with Jeff Goldstein Investment Partnership. Mr. Goldstein was the previous
owner of Synchronics and is currently employed by the Company. The lease is for property located in Memphis, Tennessee, which was the headquarters of Synchronics. The lease expires on December 10, 2010 and future minimum lease payments are $0.4
million for 2007 and 2008, and $0.5 million in 2009 and 2010.

On July 21, 2006, RedPrairie Corporation acquired BlueCube Software. As a result of
this purchase, all transactions occurring between the Company and BlueCube will no longer be considered related party transactions. For related party transactions and balances that have occurred during 2006, 2005 and 2004 relating to BlueCube, see
Note 5.

16. SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION (Unaudited)

The following tables set forth certain unaudited financial data for each of the Companys last eight calendar quarters. The information has been derived from unaudited consolidated financial statements that, in
the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such quarterly information. The operating results for any quarter are not necessarily indicative of the results
to be expected for any future period. Net income per share is computed independently for each of the quarters presented. As such, the summation of the quarterly amounts may not equal the total net income per share reported for the year. Results for
2005 include the results of MenuLink and E-Needs from the date of acquisition. Results for 2006 include the results of Synchronics from the date of acquisition (in thousands, except per share data):



|                      |  |               |        |          |   |         |  |         |        |  |   |       
|--------------------- |  | ------------- | ------ | -------- | - | ------- |  | ------- | ------ |  | - | ------
|                      |  | Quarter ended
|                      |  | Mar 31,       |        | June 30, |   | Sep 30, |  | Dec 31,
|                      |  | 2006          |        | 2006     |   | 2006    |  | 2006   
|Total revenues        |  | $             | 49,037 |          | $ | 54,877  |  | $       | 57,553 |  | $ | 60,843
|                      |  |               |        |          |   |         |  |         |        |  |   |       
|Gross profit          |  |               | 22,219 |          |   | 24,242  |  |         | 24,644 |  |   | 26,754
|                      |  |               |        |          |   |         |  |         |        |  |   |       
|Net income            |  |               | 683    |          |   | 11,647  |  |         | 2,433  |  |   | 3,594 
|                      |  |               |        |          |   |         |  |         |        |  |   |       
|Net income per share: |  |               |        |          |   |         |  |         |        |  |   |       
|Basic                 |  |               | 0.02   |          |   | 0.38    |  |         | 0.08   |  |   | 0.12  
|Diluted               |  |               | 0.02   |          |   | 0.35    |  |         | 0.08   |  |   | 0.11  
|                      |  |               |        |          |   |         |  |         |        |  |   |       



|                                       |  |               |        |          |   |         |  |         |        |  |   |       
|-------------------------------------- |  | ------------- | ------ | -------- | - | ------- |  | ------- | ------ |  | - | ------
|                                       |  | Quarter ended
|                                       |  | Mar 31,       |        | June 30, |   | Sep 30, |  | Dec 31,
|                                       |  | 2005          |        | 2005     |   | 2005    |  | 2005   
|Total revenues                         |  | $             | 37,339 |          | $ | 39,525  |  | $       | 46,836 |  | $ | 48,342
|                                       |  |               |        |          |   |         |  |         |        |  |   |       
|Gross profit                           |  |               | 15,450 |          |   | 16,657  |  |         | 17,707 |  |   | 19,936
|                                       |  |               |        |          |   |         |  |         |        |  |   |       
|Net income                             |  |               | 1,172  |          |   | 1,229   |  |         | 731    |  |   | 2,430 
|                                       |  |               |        |          |   |         |  |         |        |  |   |       
|Basic and diluted net income per share |  |               | 0.04   |          |   | 0.04    |  |         | 0.02   |  |   | 0.08  
|                                       |  |               |        |          |   |         |  |         |        |  |   |       



78



---

##### Table of Contents

|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|------- | -------------------------------------------------------------------------------------

Not applicable.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure
Controls and Procedures

The Company has established disclosure controls and procedures to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to the officers who certify its financial reports and to other members of senior management and the Companys board of directors.

Based on their evaluation as of December 31, 2006, the principal executive officer and principal financial officer of the Company have concluded that the
Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it
files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Managements Report on Internal Control over Financial Reporting

The Companys management is
responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Companys management, including its principal executive officer and principal financial
officer, conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework, the Companys management concluded that the Companys internal control over financial reporting was effective as of
December 31, 2006. Managements assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2006 has been audited by Deloitte & Touche LLP, an independent registered
public accounting firm. Deloitte & Touche LLP, which audited the financial statements included in this annual report containing the disclosure required by this Item, has issued an attestation report on managements assessment of the
Companys internal control over financial reporting, which is included herein.

During the quarter ended December 31, 2006, there were no changes
in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



|ITEM 9A(T). | CONTROLS AND PROCEDURES
|----------- | -----------------------

Not applicable.



79



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Radiant Systems, Inc.

We have audited managements assessment, included in the accompanying Managements Report on Internal Control Over Financial Reporting, that
Radiant Systems, Inc and subsidiaries (the Company) maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established inInternal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinions.

A companys internal control over financial reporting is a process designed by, or under the supervision of, the
companys principal executive and principal financial officers, or persons performing similar functions, and effected by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial
statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, managements assessment that the Company maintained effective internal control over financial reporting as of December 31, 2006, is fairly
stated, in all material respects, based on the criteria established inInternal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the criteria established inInternal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2006 of the Company and our report dated February 26, 2007 expressed an unqualified opinion on those
financial statements and financial statement schedule and included an explanatory paragraph regarding the adoption of Statement of Financial Accounting Standards No. 123(R), Share Based Payment.



|                     
|---------------------
|DELOITTE & TOUCHE LLP
|                     
|Atlanta, Georgia     
|February 26, 2007    



80



---

##### Table of Contents

ITEM 9B. OTHER INFORMATION

Not applicable.



81



---

##### Table of Contents

PART III



|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
|-------- | --------------------------------------------------

Information required by this item will be included in our proxy statement to be used in connection with the solicitation of proxies for our 2007 annual meeting of shareholders (the 2007 Proxy Statement) to be filed with the
Securities and Exchange Commission and is incorporated herein by reference.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Information required by this item
will be included in our 2007 Proxy Statement and is incorporated herein by reference.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

Information required by this item will be included in our 2007 Proxy Statement and is incorporated herein by reference. See also Equity Compensation Plan
Information set forth in Item 5 of this annual report.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

Information required by this item will be included in our 2007 Proxy Statement and is incorporated herein by reference.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Information required
by this item will be included in our 2007 Proxy Statement and is incorporated herein by reference.



82



---

##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

1. Financial
Statements

The following consolidated financial statements, together with the applicable reports of the independent registered public accounting firm,
have been filed as Item 8 in Part II of this Report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2006 and 2005

Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004

Consolidated Statements of Shareholders
Equity for the years ended December 31, 2006, 2005 and 2004

Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005
and 2004

Notes to Consolidated Financial Statements.

2.
Financial Statement Schedules

SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are inapplicable, or the required
information is included elsewhere in the financial statements.

SCHEDULE II

RADIANT SYSTEMS, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS



|                                                                  |  |                              |       |                               |   |            |  |                        |     |  |   |      
|----------------------------------------------------------------- |  | ---------------------------- | ----- | ----------------------------- | - | ---------- |  | ---------------------- | --- |  | - | -----
|Allowance for doubtful accounts for the year ended (in thousands) |  | Balance atBeginningof Period |       | AdditionsCharged toOperations |   | Deductions |  | Balanceat Endof Period
|December 31, 2004                                                 |  | $                            | 2,664 |                               | $ | 986        |  | $                      | 26  |  | $ | 3,624
|December 31, 2005                                                 |  |                              | 3,624 |                               |   | 687        |  |                        | 904 |  |   | 3,407
|December 31, 2006                                                 |  |                              | 3,407 |                               |   | 656        |  |                        | 553 |  |   | 3,510



83



---

##### Table of Contents

3. Exhibits

The
following exhibits are filed with or incorporated by reference into this report. The exhibits which are denominated by an asterisk (*) were previously filed as a part of, and are hereby incorporated by reference from (i) a Registration
Statement on Form S-1 for the Registrant, Registration No. 333-17723, as amended (2/97 S-1), (ii) a Registration Statement on Form S-1 for the Registrant, Registration No. 333-30289 (6/97 S-1), (iii) a
Registration Statement on Form S-8 for the Registrant, Registration No. 333-41291 (1997 S-8), (iv) a Registration Statement on Form S-8 for the Registrant, Registration No. 333-62157 (1998 S-8), (v) the
Registrants Annual Report on Form 10-K for the year ended December 31, 1998 (1998 10-K), (vi) the Registrants Form 8-K filed October 14, 2003 (the October 14, 2003 8-K), (vii) the
Registrants Form 8-K filed December 16, 2003 (the December 16, 2003 8-K), (viii) the Registrants Form 8-K filed January 23, 2004 (the January 23, 2004 8-K), (ix) the Registrants Form 8-K
filed February 17, 2004 (the February 17, 2004 8-K), (x) the Registrants Form 8-K filed December 15, 2003 (December 15, 2003 8-K), (xi) the Registrants Form 8-K filed January 23, 2004
(January 23, 2004 8-K), (xii) Registration Statement on Form S-8, Registration No. 333-71892 (2001 S-8), (xiii) Exhibit 12(d)(5)(i) of the Schedule to Tender Offer Statement filed by the Registrant on
December 2, 2004 (2004 Schedule TO), (xiv) the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (the March 2005 10-Q), (xv) the Registrants Form 8-K filed
January 9, 2006 (the January 9, 2006 8-K), (xvi) Appendix A of the Registrants Definitive Proxy Statement filed July 19, 2005 (the 2005 Proxy), (xvii) the Registrants Annual Report on Form 10-K
for the year ended December 31, 2005 (2005 10-K) and (xviii) the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (the June 2006 10-Q).



|              |  |                                                                                                                                                                                                
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                                                                                                         
|*2.1          |  | Asset Purchase Agreement, dated December 15, 2003, by and among Radiant Systems, Inc., Aloha Technologies, Ltd. et al. (December 16, 2003 8-K)                                                 
|              | 
|*2.1.1        |  | Amendment No. 1 to Asset Purchase Agreement, dated January 13, 2004 (January 23, 2004 8-K)                                                                                                     
|              | 
|*2.2          |  | Asset Purchase Agreement, dated December 12, 2005, by and among Radiant Systems, Inc., Synchronics, Inc. and Jeff Goldstein (January 9, 2006 8-K)                                              
|              | 
|*2.2.1        |  | Amendment No. 1 to Asset Purchase Agreement, dated January 3, 2006 (June 2006 10-Q)                                                                                                            
|              | 
|*3.1          |  | Amended and Restated Articles of Incorporation (2/97 S-1)                                                                                                                                      
|              | 
|*3.2          |  | Amended and Restated Bylaws (2/97 S-1)                                                                                                                                                         
|              | 
|*4.1          |  | Specimen Certificate of Common Stock (2/97 S-1)                                                                                                                                                
|              | 
|*4.2          |  | Credit Agreement dated March 31, 2005, between Radiant Systems, Inc. and Wells Fargo Foothill, Inc. (March 2005 10-Q)                                                                          
|              | 
|*4.2.1        |  | Fifth Amendment to Credit Agreement, dated January 3, 2006, between Radiant Systems, Inc., and Wells Fargo Foothill, Inc. (January 9, 2006 8-K)                                                
|              | 
|*10.1         |  | Form of License, Support and Equipment Purchase Agreement (2/97 S-1)                                                                                                                           
|              | 
|*10.2         |  | Amended and Restated 1995 Stock Option Plan (2/97 S-1)                                                                                                                                         
|              | 
|*10.2.1       |  | Amendment No. 1 to Amended and Restated 1995 Stock Option Plan (1997 S-8)                                                                                                                      
|              | 
|*10.2.2       |  | Amendment No. 2 to Amended and Restated 1995 Stock Option Plan (1998 S-8)                                                                                                                      
|              | 
|*10.2.3       |  | Amendment No. 3 to Amended and Restated 1995 Stock Option Plan (2001 S-8)                                                                                                                      
|              | 
|*10.2.4       |  | Form of Option Agreement under 1995 Stock Option Plan (2004 Schedule To)                                                                                                                       
|              | 
|*10.3         |  | Lease Agreement dated October 7, 1997, by and between Weeks Realty, L.P. and the Registrant for lease of office space in Alpharetta, Georgia (Brookside Parkway) (1998 10-K)                   
|              | 
|*10.3.1       |  | First Amendment to Lease Agreement dated April 3, 1998, by and between Weeks Realty, L.P. and the Registrant for lease of office space in Alpharetta, Georgia (Brookside Parkway) (1998
10-K)  
|              | 
|*10.3.2       |  | Second Amendment to Lease Agreement dated September 1998, by and between Weeks Realty, L.P. and the Registrant for lease of office space in Alpharetta, Georgia (Brookside Parkway) (1998
10-K)
|              | 
|*10.4         |  | Lease Agreement dated November 11, 1997 by and between Meadows Industrial, LLC and the Registrant for lease of office space in Alpharetta, Georgia (Shiloh Road) (1998 10-K)                   



84



---

##### Table of Contents

|               |  |                                                                                                                                                                                              
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                       
|*10.4.1        |  | First Amendment to Lease Agreement dated August 14, 1998 by and between Meadows Industrial, LLC and the Registrant for lease of office space in Alpharetta, Georgia (Shiloh Road) (1998
10-K)
|               | 
|*10.5          |  | 2005 Long-Term Incentive Plan (2005 Proxy)                                                                                                                                                   
|               | 
|*10.6          |  | Office Lease Agreement, dated September 16, 2005, by and between Radiant Systems, Inc. and Centreport Trinity, Ltd.                                                                          
|               | 
|*10.7          |  | Radiant Lease Agreement for 1727 Kirby Parkway, dated January 3, 2006, by and between Radiant Systems, Inc. and Jeff Goldstein Investment Partnership                                        
|               | 
|*10.8          |  | Non-Management Directors Stock Option Plan (6/97 S-1)                                                                                                                                       
|               | 
|*10.9          |  | Asset Purchase Agreement, dated December 15, 2003, by and among Radiant Systems, Inc., Aloha Technologies, Ltd. et al. (December 15, 2003 8-K)                                               
|               | 
|*10.9.1        |  | Amendment No. 1 to Asset Purchase Agreement, dated January 13, 2004 (January 23, 2004 8-K)                                                                                                   
|               | 
|*10.9.2        |  | Registration Rights Agreement, dated January 13, 2004 (January 23, 2004 8-K)                                                                                                                 
|               | 
|*10.10         |  | Reseller and Services Agreement, dated January 31, 2004, between Radiant Systems, Inc. and Wave Enterprise Systems, Inc. (February 17, 2004 8-K)                                             
|               | 
|*10.11         |  | Noncompetition Agreement, dated January 31, 2004, between Radiant Systems, Inc. and Erez Goren (February 17, 2004 8-K)                                                                       
|               | 
|*10.12         |  | Right of First Refusal and Purchase Option Agreement, dated January 31, 2004, between Radiant Systems, Inc. and Wave Enterprise Systems, Inc. (February 17, 2004 8-K)                        
|               | 
|*10.13         |  | Sublease and Facilities Agreement, dated January 31, 2004, between Radiant Systems, Inc. and Wave Enterprise Systems, Inc. (February 17, 2004 8-K)                                           
|               | 
|*10.14         |  | Employment Arrangements with Mark E. Haidet and Andrew S. Heyman (2005 10-K) (Management compensation plan or arrangement)                                                                   
|               | 
|*10.15         |  | Employment Arrangements with John H. Heyman and Alon Goren (March 2006 10-Q) (Management compensation plan or arrangement)                                                                   
|               | 
|*10.16         |  | Director Compensation Arrangements (June 2006 10-Q) (Management compensation plan or arrangement)                                                                                            
|               | 
|10.17          |  | 2006 Short-Term Incentive Plan of John H. Heyman (This agreement has been redacted pursuant to a confidential treatment request filed with the SEC on the date hereof.)                      
|               | 
|10.18          |  | 2006 Short Term Incentive Plan of Alon Goren (This agreement has been redacted pursuant to a confidential treatment request filed with the SEC on the date hereof.)                          
|               | 
|10.19          |  | 2006 Short Term Incentive Plan of Mark E. Haidet (This agreement has been redacted pursuant to a confidential treatment request filed with the SEC on the date hereof.)                      
|               | 
|10.20          |  | 2006 Short Term Incentive Plan of Andrew S. Heyman (This agreement has been redacted pursuant to a confidential treatment request filed with the SEC on the date hereof.)                    
|               | 
|21.1           |  | Subsidiaries of the Registrant                                                                                                                                                               



85



---

##### Table of Contents

|              |  |                                                                                                                    
|------------- |  | -------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                             
|23.1          |  | Consent of Deloitte & Touche LLP                                                                                   
|              | 
|31.1          |  | Certification of John H. Heyman, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|31.2          |  | Certification of Mark E. Haidet, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|32.1          |  | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                           



86



---

##### Table of Contents

SIGNATURES

In accordance with the requirements of Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, in the City of Alpharetta, State of Georgia on February 26, 2007.



RADIANT SYSTEMS, INC.By:

/s/ JOHN H. HEYMANJohn H. Heyman Chief Executive
Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the
following persons on behalf of the Registrant in the capacities and on the dates indicated.



|                                 |  |                                      |  |                  
|-------------------------------- |  | ------------------------------------ |  | -----------------
|Signature                        |  | Title                                |  | Date             
|                                 |  |                                     
|/s/ ALON GOREN                   |  | Chairman of the Board and            |  | February 26, 2007
|Alon Goren                       |  | Chief Technology Officer             |  |                  
|                                 |  |                                     
|/s/ JOHN H. HEYMAN               |  | Chief Executive Officer and Director |  | February 26, 2007
|John H. Heyman                   |  | (principal executive officer)        |  |                  
|                                 |  |                                     
|/s/ MARK E. HAIDET               |  | Chief Financial Officer              |  | February 26, 2007
|Mark E. Haidet                   |  | (principal financial officer)        |  |                  
|                                 |  |                                     
|/s/ ROBERT R. ELLIS              |  | Corporate Controller                 |  | February 26, 2007
|Robert R. Ellis                  |  | (principal accounting officer)       |  |                  
|                                 |  |                                     
|/s/ MICHAEL Z. KAY               |  | Director                             |  | February 26, 2007
|Michael Z. Kay                   |  |                                      |  |                  
|                                 |  |                                     
|/s/ JAMES S. BALLOUN             |  | Director                             |  | February 26, 2007
|James S. Balloun                 |  |                                      |  |                  
|                                 |  |                                     
|/s/ J. ALEXANDER M. DOUGLAS, JR. |  | Director                             |  | February 26, 2007
|J. Alexander M. Douglas, Jr.     |  |                                      |  |                  
|                                 |  |                                     
|/s/ WILLIAM A. CLEMENT, JR.      |  | Director                             |  | February 26, 2007
|William A. Clement, Jr.          |  |                                      |  |                  



87