| PRESS
RELEASE
Contact
Information
Raining
Data Corporation
17500 Cartwright Rd.
Irvine, CA 92614-5846
Scott Anderson, Vice President-Finance
Phone: (949) 442-4400
Fax: (949) 250-8187 |
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Raining
Data Corporation Announces
Deferred Release of Third-Quarter FY 2002 Results
IRVINE, CA., February 14, 2002- Raining Data Corporation
(Nasdaq: RDTA
) announced today that it intends to delay the filing of its
Form 10-QSB for the quarter ended December 31, 2001 pending
the restatement of its financial statements for the fiscal year
ended March 31, 2001, and each of the quarters in the six quarterly
periods ended September 30, 2001, due to the misapplication
of certain accounting standards discovered in the course of
the Company's quarterly review conducted by the Company's newly
appointed independent auditor, KPMG LLP.
The
misapplications of accounting standards principally concern
the manner in which the Company accounted for certain aspects
of its acquisition of PickAX, Inc. (PickAX) in December 2000
and the acquisition of certain software to be sold, leased or
otherwise marketed to others by the Company, in May 2000. The
misapplications concern the following:
- The
Company accounted for the acquisition of PickAX using the
purchase method of accounting. In computing the purchase price,
the Company included certain shares and warrants that were
contingently issuable based upon the amount of revenue reported
by the combined company for the succeeding twelve months.
Accounting Principles Board Opinion (APBO) No. 16 requires
that contingent consideration of this nature be included in
the purchase price when the resolution of the contingency
is determinable beyond a reasonable doubt. The effect of the
restatement for this misapplication will be to reduce the
initial amount of goodwill recorded in the acquisition by
approximately $4.1 million and to reduce subsequently reported
amortization of goodwill by approximately $100,000 per quarter.
In
connection with the merger with PickAX, a promissory note
previously issued by PickAX to Astoria Capital Partners,
L.P. in the amount of $18,525,000 in principal and accrued
interest was exchanged for a new promissory note made by
the Company in the same amount, and Astoria also received
warrants to purchase an additional 500,000 shares of the
Company's common stock at an exercise price of $7.00 per
share. The additional warrants were valued at $3,460,000
using the Black-Scholes model and recorded as a discount
against the note. One of the assumptions used in its Black-Scholes
computation was that the term of the warrant was two years.
The contractual term of the option is, in fact, 5 years
and the Securities and Exchange Commission's (SEC) staff's
position is that the full contractual term should be used
in Black-Scholes calculations. The effect of the restatement
for this misapplication will be to increase the value of
the warrants and the discount recorded on the debt by approximately
$525,000.
In
applying the purchase method, the Company assigned the entire
excess of the purchase price over the book value of the
acquired net tangible assets to goodwill. The Company has
retained a valuation expert to determine the value of other
identifiable intangible assets acquired in the PickAX acquisition
and although APBO No. 16 provides that the Company had twelve
months from the acquisition date to finalize the purchase
price allocation, the Company will retroactively reallocate
the purchase price based upon the results of that valuation.
As a result, the Company anticipates that a portion of the
purchase price will be assigned to identifiable intangible
assets, consisting principally of core technology and assembled
workforce-in-place. The Company expects that these identifiable
intangible assets will be amortized over periods ranging
from 1 to 5 years. The Company has also reconsidered its
determination of the amortization period for goodwill and
expects to retroactively reduce the period from 10 years
to 3 to 7 years consistent with the SEC staff's views on
appropriate lives for goodwill in business combinations
for software companies.
In
conjunction with the acquisition of PickAX, options to purchase
PickAX common stock were assumed and converted in the merger
into Company options to purchase common stock. FASB Interpretation
No. 44 requires that a portion of the purchase price be
allocated to any unvested options whose exercise price is
below the fair value of the underlying common stock on the
closing date. This was not included in the allocation of
purchase price for the PickAX acquisition. As a result,
the restatement will include a reallocation of the purchase
price to reduce goodwill by $1.4 million and record deferred
stock-based compensation for the same amount. Deferred stock-based
compensation will then be amortized using the straight-line
method to expense over the remaining vesting term of the
options, generally 3.5 years.
Under
the purchase method and pursuant to published statements
by the staff of the SEC, the purchase price allocation should
have also included an adjustment to reduce the carrying
value of deferred revenue on the closing date balance sheet
of PickAX for the theoretical seller's profit previously
earned by the acquired company. The effect of this portion
of the restatement will be to reduce goodwill and deferred
revenue by approximately $2.8 million. Reported services
revenue would be lower by approximately $300,000, $650,000,
$500,000 and $300,000 for each of the quarters during the
four quarters ended September 30, 2001, respectively.
- In
May 2000, Omnis acquired the rights to certain incomplete
software with no alternative future use with the intention
to further develop it into a software product. The initial
payment of $900,000 for this incomplete software was recorded
as an asset by Omnis and subsequent payments totaling approximately
$200,000 to external developers were also capitalized. In
accordance with Statement of Financial Accounting Standards
No. 86, the Company's policy for software development costs
is to expense software development costs until technological
feasibility has been achieved. In general, technological feasibility
occurs near general release. Since this purchased software
was incomplete and significant development efforts were required
before it could be released, the amounts capitalized should
have been expensed as incurred.
- In
September 2001, one of the Company's distributors declared
bankruptcy. At the time, the Company had a note receivable
outstanding to the customer of approximately $185,000. The
Company did not write off the entirety of this note receivable
in the period in which it became uncollectible as a result
of the customer's bankruptcy. The effect of this adjustment
will be to increase previously reported net loss for the quarter
ended September 30, 2001 by $123,000.
Based
on preliminary information currently available, the Company
anticipates that the restatement of its financial statements
due to these misapplications of accounting standards will result
in an approximately $1.2 million and $800 thousand reduction
to reported revenue for the year ended March 31, 2001 and six
months ended September 30, 2001, respectively.
The
company intends to defer the filing of its Quarterly Report
on Form 10-QSB for the quarter ended December 31, 2001 until
it has completed an intangible asset valuation required in connection
with the restatement of its financial statements. Based on preliminary
information currently available, however, the Company anticipates
reporting revenue in the range of $5.1 to $5.2 million for the
quarter ended December 31, 2001 and cash and accounts receivable
of $3.9 million and $2.7 million, respectively, as of that date.
About
Raining Data
Raining
Data Corporation, headquartered in Irvine, California, offers
a suite of software infrastructure products that enable developers
to create innovative applications. Raining Data's flagship products
are: 1) a family of powerful multidimensional database management
systems that are the choice of thousands of application developers
worldwide. These include D3®, mvEnterprise®
and mvBase®; 2) mvDesigner, an object-oriented rapid application
development (RAD) tool developed for use with multidimensional
database applications; and 3) Omnis Studio® -- a powerful,
cross-platform, object-oriented RAD tool that is well suited
for developing sophisticated thick-client, Web-client or ultra
thin-client database applications.
The
foregoing release contains forward-looking statements concerning
the nature, timing and amounts of the anticipated restatements
and the Company's financial results for the quarter ended December
31, 2001. Actual results could differ materially due to, among
other factors, completion of the calculation of the final amounts,
assessment of required accounting changes and review of the
restated amounts by the Company's predecessor auditors. Please
consult the various reports and documents filed by Raining Data
Corporation, formerly known as Omnis Technology Corporation,
with the U.S. Securities and Exchange Commission, including
but not limited to the Company's most recent reports on Form
10-KSB and Form 10-QSB each as it may be amended from time to
time for other factors potentially affecting the Company's future
financial results. All forward-looking statements are made as
of the date hereof and the Company disclaims any responsibility
to update or revise any forward-looking statement provided in
this news release. The Company's anticipated results for the
period ended December 31, 2001 are not necessarily indicative
of the Company's operating results for the full fiscal year
or any future periods.
mvDesigner,
D3, mvEnterprise, mvBase, Omnis, Omnis Studio, Power95,
R91, AP, Mentor, and Pick Systems are registered trademarks
of Raining Data Corporation.
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