Embarcadero Technologies, Inc. Announces Selected Preliminary Third Quarter 2006 Results and Updates the Ongoing Review of the Company's Stock Option Grant Practices.SAN FRANCISCO San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden -- Embarcadero Technologies, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : EMBT EMBT Emergency Main Ballast Tank EMBT European Mountain Bicycling Trails EMBT Explosive Minefield Breacher Trainer ) today announced selected preliminary results for the third quarter ended September 30, 2006 and provided an update on the ongoing review of the Company's stock option grant practices. Selected Preliminary Third Quarter Results Total revenues for the third quarter of 2006 were $14.9 million, a 0.7% increase compared to the prior year's third quarter results of $14.8 million. License revenue decreased to $6.4 million in the third quarter of 2006 compared to $7.1 million in the third quarter of 2005. Maintenance revenue increased to $8.5 million in the third quarter of 2006 compared to $7.6 million in the third quarter of 2005. Total revenues for the nine months ended September 30, 2006 were $44.4 million, a 5.7% increase compared to the results of $42.0 million for the nine months ended September 30, 2005. License revenue for the nine months ended on both September 30, 2006 and September 30, 2005 was $19.7 million. Maintenance revenue for the nine months ended September 30, 2006 increased to $24.7 million compared to $22.1 million for the nine months ended September 30, 2005. Cash flow from operations Cash flow from operations A firm's net cash inflow resulting directly from its regular operations (disregarding extraordinary items such as the sale of fixed assets or transaction costs associated with issuing securities), calculated as the sum of net income plus noncash expenses was $2.9 million for the three months ended September 30, 2006. Cash, cash equivalents, and short-term investments were $70.9 million at September 30, 2006. Total deferred revenue was $16.6 million at September 30, 2006, compared to $16.0 million at December 31, 2005. Due to the ongoing review of stock option grant practices by the Audit Committee, the Company is unable to announce full earnings results for the third quarter ended September 30, 2006 at this time. The Company does not expect to be in a position to announce complete and final financial results for the third quarter until the Audit Committee has completed its review. Update on Audit Committee's Review of the Company's Stock Option Grant Practices The Company also announced today that the Audit Committee, as part of its ongoing review of the Company's stock option grant practices, has discovered evidence of backdating Predating a document or instrument prior to the date it was actually drawn. The negotiability of an instrument is not affected by the fact that it is backdated. of stock options from 2000 to 2005, but is currently unable to determine the impact of such practices on the Company's historical financial statements with any degree of certainty. The Audit Committee advised the Company that it may need to restate its historical financial statements for the periods commencing on or after January 1, 2000 through the present, including those in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2005 and the Quarterly Reports on Form 10-Q Form 10-Q See 10-Q. for the first and second quarters of fiscal 2006. The Audit Committee has stated that it has not made a determination of non-reliance of the Company's historical financial statements at this time. The Company is currently unable to determine the impact that the Audit Committee's review of stock option practices may have on the completion of the Company's proposed merger with EMBT Merger Corp., a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. and a wholly-owned subsidiary of EMB EMB eosin-methylene blue. Holding Corp. (an affiliate of Thoma Cressey Equity Partners, Inc.). The Company has advised EMB Holding Corp. of the foregoing matters and is in preliminary discussions with EMB Holding Corp. regarding the impact of such matters on the proposed merger. With respect to the stockholder vote on the proposed merger, which is currently scheduled to occur at the special meeting of stockholders to be held on November 30, 2006, the Company has received proxies representing a sufficient number of votes to constitute a quorum A majority of an entire body; e.g., a quorum of a legislative assembly. A quorum is the minimum number of people who must be present to pass a law, make a judgment, or conduct business. and to adopt the proposed merger agreement. The Company intends, however, to convene and then promptly move to adjourn adjourn v. the final closing of a meeting, such as a convention, a meeting of the board of directors, or any official gathering. It should not be confused with a recess, meaning the meeting will break and then continue at a later time. (See: recess, session) the meeting to December 18, 2006, without a vote on the proposed merger in order to allow sufficient time for the Audit Committee to proceed with its review and for the Company to discuss the results of the review with EMB Holding Corp. and to disseminate any supplemental proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other that may be required prior to the vote on the proposed merger. There can be no assurance that the proposed merger will be completed on the current terms and conditions, or at all. About Embarcadero Technologies Embarcadero Technologies, Inc. (NASDAQ: EMBT) is a leading provider of strategic data management solutions that help companies to improve the availability, integrity, accessibility, and security of corporate data. Nearly 12,000 customers, including 97 of the Fortune 100, rely on Embarcadero Technologies solutions to maximize their return on corporate data assets and to meet the challenges of explosive data growth, escalating data security requirements, and complex, multi-platform data environments. Embarcadero Technologies is headquartered in San Francisco, CA. For more information, call 415/834-3131 or visit www.embarcadero.com. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties, including risks associated with non-compliance with NASDAQ listing requirements Listing requirements Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading. and the possible delisting Delisting When the stock of a company is removed from a stock exchange. Notes: Reasons for delisting include violating regulations and/or failure to meet financial specifications set out by the stock exchange. of our securities, the ability of the Audit Committee to complete its review, any findings or restatements resulting from such review and fluctuations in quarterly results and other risks identified in the Company's periodic filings with the Securities and Exchange Commission including, but not limited to, those appearing under the caption "Risk Factors" in the Company's most recent Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. Actual results, events, and performance may differ materially. Readers are cautioned not to place undue relevance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, the Company does not intend to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated events. Embarcadero, the Embarcadero Technologies logos and all other Embarcadero Technologies product or service names are trademarks of Embarcadero Technologies, Inc. All other trademarks are property of their respective owners. |
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