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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

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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