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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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



For the quarterly period ended September 30, 2005.



| ̈ | 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 000-30293



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EMBARCADERO TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 68-0310015                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



100 CALIFORNIA
STREET, SUITE 1200

SAN FRANCISCO, CA 94111

(415) 834-3131

(Address of principal executive offices, including zip code and telephone number,
including area code)



---



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 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. x  Yes ̈No



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



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



The number of
shares outstanding of the Registrants Common Stock as of October 28, 2005 was 25,880,658.



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##### Table of Contents

EMBARCADERO TECHNOLOGIES, INC.



INDEX



|          |  |                                                                                                                 |  |     
|--------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|          |  |                                                                                                                 |  | Page
|          |  |                                                                                                                
|          |  | PART I. FINANCIAL INFORMATION                                                                                   |  |     
|          |  |                                                                                                                
|ITEM 1.   |  | FINANCIAL STATEMENTS                                                                                            |  | 3   
|          |  |                                                                                                                
|          |  | Condensed Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004                            |  | 3   
|          |  |                                                                                                                
|          |  | Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and 2004 |  | 4   
|          |  |                                                                                                                
|          |  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004           |  | 5   
|          |  |                                                                                                                
|          |  | Notes to Condensed Consolidated Financial Statements                                                            |  | 6   
|          |  |                                                                                                                
|ITEM 2.   |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                           |  | 14  
|          |  |                                                                                                                
|ITEM 3.   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                      |  | 32  
|          |  |                                                                                                                
|ITEM 4.   |  | CONTROLS AND PROCEDURES                                                                                         |  | 33  
|          |  |                                                                                                                
|          |  | PART II. OTHER INFORMATION                                                                                      |  |     
|          |  |                                                                                                                
|ITEM 1.   |  | LEGAL PROCEEDINGS                                                                                               |  | 33  
|          |  |                                                                                                                
|ITEM 2.   |  | UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS                                                      |  | 34  
|          |  |                                                                                                                
|ITEM 6.   |  | EXHIBITS                                                                                                        |  | 34  
|          |  |                                                                                                                
|SIGNATURE |  |                                                                                                                 |  | 34  



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##### Table of Contents

PART I- FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------



EMBARCADERO TECHNOLOGIES, INC.



CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)



|                                           |  |                   |         |   |                      |   |         |  
|------------------------------------------ |  | ----------------- | ------- | - | -------------------- | - | ------- | -
|                                           |  | September 30,2005 |         |   | December 31,2004 (1) |  
|ASSETS                                     |  |                   |         |   |                      |   |         |  
|Current assets:                            |  |                   |         |   |                      |   |         |  
|Cash and cash equivalents                  |  | $                 | 11,135  |   |                      | $ | 7,422   |  
|Short-term investments                     |  |                   | 53,580  |   |                      |   | 52,485  |  
|Trade accounts receivable, net             |  |                   | 7,000   |   |                      |   | 8,339   |  
|Prepaid expenses and other current assets  |  |                   | 1,873   |   |                      |   | 1,634   |  
|Deferred income taxes                      |  |                   | 546     |   |                      |   | 732     |  
|                                           |  |                   |         |   |                      |   |         |  
|Total current assets                       |  |                   | 74,134  |   |                      |   | 70,612  |  
|Property and equipment, net                |  |                   | 2,194   |   |                      |   | 2,922   |  
|Goodwill                                   |  |                   | 10,666  |   |                      |   | 10,950  |  
|Deferred income taxes                      |  |                   | 4,110   |   |                      |   | 3,967   |  
|Other assets, net                          |  |                   | 653     |   |                      |   | 1,672   |  
|                                           |  |                   |         |   |                      |   |         |  
|Total assets                               |  | $                 | 91,757  |   |                      | $ | 90,123  |  
|                                           |  |                   |         |   |                      |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY       |  |                   |         |   |                      |   |         |  
|Current liabilities:                       |  |                   |         |   |                      |   |         |  
|Accounts payable                           |  | $                 | 633     |   |                      | $ | 1,004   |  
|Accrued liabilities                        |  |                   | 6,247   |   |                      |   | 5,167   |  
|Capital lease obligations                  |  |                   | 163     |   |                      |   | 171     |  
|Deferred revenue                           |  |                   | 14,784  |   |                      |   | 14,503  |  
|                                           |  |                   |         |   |                      |   |         |  
|Total current liabilities                  |  |                   | 21,827  |   |                      |   | 20,845  |  
|Long-term capital lease obligations        |  |                   | 126     |   |                      |   | 238     |  
|Long-term deferred revenue                 |  |                   | 194     |   |                      |   | 199     |  
|Long-term restructuring accrual            |  |                   | 1,235   |   |                      |   | 1,747   |  
|                                           |  |                   |         |   |                      |   |         |  
|Total liabilities                          |  |                   | 23,382  |   |                      |   | 23,029  |  
|                                           |  |                   |         |   |                      |   |         |  
|Commitments and contingencies (Note 10)    |  |                   |         |   |                      |   |         |  
|Stockholders Equity:                      |  |                   |         |   |                      |   |         |  
|Common stock: $0.001 par value             |  |                   | 26      |   |                      |   | 26      |  
|Treasury stock                             |  |                   | (20,664 | ) |                      |   | (17,467 | )
|Additional paid-in capital                 |  |                   | 85,554  |   |                      |   | 85,462  |  
|Accumulated other comprehensive income     |  |                   | 428     |   |                      |   | 825     |  
|Deferred stock-based compensation          |  |                   | (464    | ) |                      |   | (2,130  | )
|Retained earnings                          |  |                   | 3,495   |   |                      |   | 378     |  
|                                           |  |                   |         |   |                      |   |         |  
|Stockholders equity                       |  |                   | 68,375  |   |                      |   | 67,094  |  
|                                           |  |                   |         |   |                      |   |         |  
|Total liabilities and stockholders equity |  | $                 | 91,757  |   |                      | $ | 90,123  |  
|                                           |  |                   |         |   |                      |   |         |  



|(1) | The balance sheet as of December 31, 2004 has been derived from the audited consolidated financial statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



3



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##### Table of Contents



EMBARCADERO TECHNOLOGIES, INC.



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|---------------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------------------ | - |  | - | ------ | -
|                                                                 |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                                                 |  | 2005                            |        |   | 2004 (as restated)             |   |        | 2005 |  |   | 2004 (as restated) |  
|Revenues:                                                        |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|License                                                          |  | $                               | 7,136  |   |                                | $ | 7,097  |      |  | $ | 19,737             |   |  | $ | 20,564 |  
|Maintenance                                                      |  |                                 | 7,639  |   |                                |   | 6,928  |      |  |   | 22,193             |   |  |   | 21,192 |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Total revenues                                                   |  |                                 | 14,775 |   |                                |   | 14,025 |      |  |   | 41,930             |   |  |   | 41,756 |  
|Cost of revenues:                                                |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|License                                                          |  |                                 | 232    |   |                                |   | 283    |      |  |   | 696                |   |  |   | 705    |  
|Amortization of acquired technology and capitalized software     |  |                                 | 145    |   |                                |   | 556    |      |  |   | 709                |   |  |   | 1,667  |  
|Maintenance                                                      |  |                                 | 526    |   |                                |   | 572    |      |  |   | 1,588              |   |  |   | 1,814  |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Total cost of revenues                                           |  |                                 | 903    |   |                                |   | 1,411  |      |  |   | 2,993              |   |  |   | 4,186  |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Gross profit                                                     |  |                                 | 13,872 |   |                                |   | 12,614 |      |  |   | 38,937             |   |  |   | 37,570 |  
|Operating expenses:                                              |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Research and development                                         |  |                                 | 3,868  |   |                                |   | 3,915  |      |  |   | 11,650             |   |  |   | 11,595 |  
|Sales and marketing                                              |  |                                 | 5,218  |   |                                |   | 5,204  |      |  |   | 16,479             |   |  |   | 15,411 |  
|General and administrative                                       |  |                                 | 1,676  |   |                                |   | 2,260  |      |  |   | 6,550              |   |  |   | 5,016  |  
|Restructuring and impairment charges                             |  |                                 |       |   |                                |   |       |      |  |   |                   |   |  |   | 4,068  |  
|Litigation settlement charge                                     |  |                                 |       |   |                                |   |       |      |  |   | 573                |   |  |   |       |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Total operating expenses                                         |  |                                 | 10,762 |   |                                |   | 11,379 |      |  |   | 35,252             |   |  |   | 36,090 |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Income from operations                                           |  |                                 | 3,110  |   |                                |   | 1,235  |      |  |   | 3,685              |   |  |   | 1,480  |  
|Other income, net                                                |  |                                 | 351    |   |                                |   | 203    |      |  |   | 923                |   |  |   | 558    |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Income before provision for income taxes                         |  |                                 | 3,461  |   |                                |   | 1,438  |      |  |   | 4,608              |   |  |   | 2,038  |  
|Provision for income taxes                                       |  |                                 | (1,106 | ) |                                |   | (559   | )    |  |   | (1,491             | ) |  |   | (351   | )
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Net income                                                       |  | $                               | 2,355  |   |                                | $ | 879    |      |  | $ | 3,117              |   |  | $ | 1,687  |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Net income per sharebasic                                       |  | $                               | 0.09   |   |                                | $ | 0.03   |      |  | $ | 0.12               |   |  | $ | 0.06   |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Net income per sharediluted                                     |  | $                               | 0.09   |   |                                | $ | 0.03   |      |  | $ | 0.11               |   |  | $ | 0.06   |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Weighted average shares outstandingbasic                        |  |                                 | 25,749 |   |                                |   | 26,604 |      |  |   | 25,898             |   |  |   | 27,044 |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Weighted average shares outstandingdiluted                      |  |                                 | 27,087 |   |                                |   | 28,078 |      |  |   | 27,290             |   |  |   | 28,778 |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Non-cash stock-based compensation included in the above expense: |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|Cost of revenues                                                 |  | $                               | (1     | ) |                                | $ | 7      |      |  | $ | 6                  |   |  | $ | 9      |  
|Research and development                                         |  |                                 | 29     |   |                                |   | 227    |      |  |   | 287                |   |  |   | 282    |  
|Sales and marketing                                              |  |                                 | 108    |   |                                |   | 222    |      |  |   | 454                |   |  |   | 552    |  
|General and administrative                                       |  |                                 | 87     |   |                                |   | 276    |      |  |   | 476                |   |  |   | 593    |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  
|                                                                 |  | $                               | 223    |   |                                | $ | 732    |      |  | $ | 1,223              |   |  | $ | 1,436  |  
|                                                                 |  |                                 |        |   |                                |   |        |      |  |   |                    |   |  |   |        |  



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



4



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##### Table of Contents



EMBARCADERO TECHNOLOGIES, INC.



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                  |  |                                |         |   |                    |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ------------------ | - | ------- | -
|                                                                                  |  | Nine Months EndedSeptember 30, |        
|                                                                                  |  | 2005                           |         |   | 2004 (as restated) |  
|Cash from operating activities:                                                   |  |                                |         |   |                    |   |         |  
|Net income                                                                        |  | $                              | 3,117   |   |                    | $ | 1,687   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                |         |   |                    |   |         |  
|Depreciation and amortization                                                     |  |                                | 1,059   |   |                    |   | 1,360   |  
|Reduction in doubtful accounts                                                    |  |                                |        |   |                    |   | (53     | )
|Impairment charges                                                                |  |                                |        |   |                    |   | 680     |  
|Amortization of acquired technology and capitalized software                      |  |                                | 1,107   |   |                    |   | 1,465   |  
|Amortization of other intangible assets                                           |  |                                |        |   |                    |   | 606     |  
|Amortization of deferred stock-based compensation                                 |  |                                | 1,213   |   |                    |   | 1,378   |  
|Issuance of options in exchange for services                                      |  |                                | 10      |   |                    |   | 58      |  
|Deferred income taxes                                                             |  |                                | 43      |   |                    |   | (16     | )
|Tax benefit arising from disqualified disposition of stock options                |  |                                | 144     |   |                    |   |        |  
|Changes in operating assets and liabilities:                                      |  |                                |         |   |                    |   |         |  
|Trade accounts receivable                                                         |  |                                | 1,232   |   |                    |   | 1,816   |  
|Prepaid expenses and other assets                                                 |  |                                | (328    | ) |                    |   | (463    | )
|Accounts payable and accrued liabilities                                          |  |                                | 258     |   |                    |   | 1,812   |  
|Deferred revenue                                                                  |  |                                | 442     |   |                    |   | (252    | )
|                                                                                  |  |                                |         |   |                    |   |         |  
|Net cash provided by operating activities                                         |  |                                | 8,297   |   |                    |   | 10,078  |  
|                                                                                  |  |                                |         |   |                    |   |         |  
|Cash from investing activities:                                                   |  |                                |         |   |                    |   |         |  
|Purchases of investments                                                          |  |                                | (70,585 | ) |                    |   | (66,447 | )
|Sales and maturities of investments                                               |  |                                | 69,490  |   |                    |   | 63,331  |  
|Purchases of property and equipment                                               |  |                                | (337    | ) |                    |   | (1,300  | )
|Capitalized acquisition costs                                                     |  |                                | (62     | ) |                    |   |        |  
|Technology acquired and developed                                                 |  |                                |        |   |                    |   | (45     | )
|                                                                                  |  |                                |         |   |                    |   |         |  
|Net cash used in investing activities                                             |  |                                | (1,494  | ) |                    |   | (4,461  | )
|                                                                                  |  |                                |         |   |                    |   |         |  
|Cash from financing activities:                                                   |  |                                |         |   |                    |   |         |  
|Repurchase of common stock                                                        |  |                                | (3,196  | ) |                    |   | (11,182 | )
|Payments of principal under capital lease obligation                              |  |                                | (120    | ) |                    |   | (52     | )
|Proceeds from exercise of stock options                                           |  |                                | 386     |   |                    |   | 2,519   |  
|                                                                                  |  |                                |         |   |                    |   |         |  
|Net cash used in financing activities                                             |  |                                | (2,930  | ) |                    |   | (8,715  | )
|                                                                                  |  |                                |         |   |                    |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                                | (160    | ) |                    |   | 30      |  
|Net increase (decrease) in cash and cash equivalents                              |  |                                | 3,713   |   |                    |   | (3,068  | )
|Cash and cash equivalents at beginning of period                                  |  |                                | 7,422   |   |                    |   | 11,427  |  
|                                                                                  |  |                                |         |   |                    |   |         |  
|Cash and cash equivalents at end of period                                        |  | $                              | 11,135  |   |                    | $ | 8,359   |  
|                                                                                  |  |                                |         |   |                    |   |         |  



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



5



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##### Table of Contents



EMBARCADERO TECHNOLOGIES, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



NOTE 1THE COMPANY AND BASIS OF PRESENTATION



Embarcadero Technologies, Inc. (with its subsidiaries, collectively referred to as the
Company) was incorporated in California on July 23, 1993, and reincorporated in Delaware on February 15, 2000. The Company provides software products that enable organizations to effectively manage their database infrastructure and
manage the underlying data housed within that infrastructure. The Company is headquartered in San Francisco, California and has international operations in Toronto, Canada, Maidenhead, United Kingdom and Melbourne, Australia.



The Company markets its software and related maintenance services directly through telesales
and field sales organizations in the United States, the United Kingdom and Australia, and indirectly through independent distributors and resellers worldwide.



The accompanying unaudited condensed consolidated financial statements reflect all adjustments, which, in the opinion of the Company, are necessary for a fair
statement of the results for the interim periods presented. All such adjustments are normal recurring adjustments. These financial statements have been prepared in accordance with generally accepted accounting principles related to interim financial
statements and the applicable rules of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The balance
sheet at December 31, 2004, was derived from the audited financial statements, but it does not include all disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.



The financial statements and related disclosures have been prepared with the
presumption that users of the interim financial information have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these financial statements should be read in conjunction with the audited financial
statements and the related notes thereto contained in the Companys Annual Report on Form 10-K/A for the year ended December 31, 2004, filed with Securities and Exchange Commission on April 25, 2005.



Operating results for the three and nine months ended September 30, 2005, are not
necessarily indicative of the results that may be expected for the full year ending December 31, 2005 or for any future period. Further, the preparation of condensed consolidated financial statements requires management to make estimates and
assumptions that affect the recorded amounts reported therein. A change in facts or circumstances surrounding the estimates could result in a change to the estimates and impact future operating results.



NOTE 2SIGNIFICANT ACCOUNTING POLICIES



Reclassifications



In connection with the preparation of its December 31, 2004 financial statements, the
Company has reclassified auction rate securities from cash equivalents to short-term investments. The resulting impact of this reclassification on the statement of cash flows for the nine months ended September 30, 2004 was to increase the
purchase of investments by $55.1 million, increase maturities of investments by $46.5 million and decrease cash and cash equivalents at the beginning of the period and the end of the period by $33.6 million and $42.2 million, respectively.



6



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##### Table of Contents

Stock-Based Compensation



Pursuant to SFAS No. 123, Accounting for Stock-Based Compensation, the Company accounts for employee stock options under
Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and follows the disclosure-only provisions of SFAS No. 123. Under APB No. 25, compensation expense is based on the
difference, if any, on the date of the grant, between the estimated fair value of the Companys common stock and the exercise price of options to purchase that stock. For purposes of estimating the compensation cost of the Companys option
grants in accordance with SFAS No. 123, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. If the Company had determined its compensation cost for the Companys stock-based
compensation plan based on the fair value at the grant dates for the awards under a method prescribed by SFAS No. 123, the Companys net income would have been changed to the pro forma net income (loss) indicated below (in thousands,
except per share amounts):



|                                                                                                                                      |  |                                  |       |   |                                 |   |        |      |  |   |                    |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | - | ------------------------------- | - | ------ | ---- |  | - | ------------------ | - |  | - | ------ | -
|                                                                                                                                      |  | Three Months Ended September 30, |       |   | Nine Months Ended September 30, |  
|                                                                                                                                      |  | 2005                             |       |   | 2004 (as restated)              |   |        | 2005 |  |   | 2004 (as restated) |  
|                                                                                                                                      |  | (unaudited)                      |       |   | (unaudited)                     |  
|Net income as reported                                                                                                                |  | $                                | 2,355 |   |                                 | $ | 879    |      |  | $ | 3,117              |   |  | $ | 1,687  |  
|Add: Total stock-based employee compensation expense included in reported net income, net of related tax effects                      |  |                                  | 153   |   |                                 |   | 434    |      |  |   | 776                |   |  |   | 817    |  
|Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax
effects |  |                                  | (612  | ) |                                 |   | (1,048 | )    |  |   | (1,974             | ) |  |   | (2,646 | )
|                                                                                                                                      |  |                                  |       |   |                                 |   |        |      |  |   |                    |   |  |   |        |  
|Net income (loss) pro forma                                                                                                           |  | $                                | 1,896 |   |                                 | $ | 265    |      |  | $ | 1,919              |   |  | $ | (142   | )
|                                                                                                                                      |  |                                  |       |   |                                 |   |        |      |  |   |                    |   |  |   |        |  
|Net income (loss) per share - basic as reported                                                                                       |  | $                                | 0.09  |   |                                 | $ | 0.03   |      |  | $ | 0.12               |   |  | $ | (0.06  | )
|                                                                                                                                      |  |                                  |       |   |                                 |   |        |      |  |   |                    |   |  |   |        |  
|Net income (loss) per share - basic pro forma                                                                                         |  | $                                | 0.07  |   |                                 | $ | 0.01   |      |  | $ | 0.07               |   |  | $ | (0.01  | )
|                                                                                                                                      |  |                                  |       |   |                                 |   |        |      |  |   |                    |   |  |   |        |  
|Net income (loss) per share - diluted as reported                                                                                     |  | $                                | 0.09  |   |                                 | $ | 0.03   |      |  | $ | 0.11               |   |  | $ | (0.06  | )
|                                                                                                                                      |  |                                  |       |   |                                 |   |        |      |  |   |                    |   |  |   |        |  
|Net income (loss) per share - diluted pro forma                                                                                       |  | $                                | 0.07  |   |                                 | $ | 0.01   |      |  | $ | 0.07               |   |  | $ | (0.00  | )
|                                                                                                                                      |  |                                  |       |   |                                 |   |        |      |  |   |                    |   |  |   |        |  



The fair value of each option grant is
estimated on the date of grant using the fair value method with the following weighted average assumptions:



|                        |  |                                 |  |                                |  |       |  |              
|----------------------- |  | ------------------------------- |  | ------------------------------ |  | ----- |  | -------------
|                        |  | Three months endedSeptember 30, |  | Nine months endedSeptember 30,
|                        |  | 2005                            |  | 2004                           |  | 2005  |  | 2004         
|                        |  | (unaudited)                     |  | (unaudited)                   
|Risk free interest rate |  | 4.03%                           |  | 3.02%  3.78%                  |  | 3.94% |  | 2.40%  3.78%
|Expected life           |  | 3                               |  | 4                              |  | 3     |  | 4            
|Expected dividends      |  |                                |  |                               |  |      |  |             
|Volatility              |  | 64%                             |  | 99%                            |  | 68%   |  | 99%          



Recent Accounting Pronouncements



In December 2004, FASB Staff Position No. FAS 109-2, Accounting
and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (FSP FAS 109-2) was issued, providing guidance under SFAS 109, Accounting for Income Taxes for
recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (Jobs Act), enacted on October 22, 2004. FSP FAS 109-2 allows time beyond the financial reporting period of enactment to
evaluate the effects of the Jobs Act before applying the requirements of FSP FAS 109-2. Accordingly, we are evaluating the potential effects of the Jobs Act and have not adjusted our tax expense or deferred tax liability as of September 30,
2005. We will complete our evaluation by the end of 2005.



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In December 2004, the FASB revised SFAS No. 123 (SFAS 123(R)), Share-Based Payment, which
requires companies to expense the estimated fair value of employee stock options and similar awards. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). In accordance with the new rule, the accounting
provisions of SFAS 123(R) will be effective for the Company beginning on January 1, 2006. The Company will adopt the provisions of SFAS 123(R) using a modified prospective application. Under a modified prospective application, SFAS 123(R) will
apply to new awards and to awards that are outstanding on the effective date and are subsequently modified or cancelled. Compensation expense for outstanding awards for which the requisite service had not been rendered as of the effective date will
be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under SFAS 123. The Company is in the process of determining how the new method of valuing stock-based compensation as
prescribed in SFAS 123(R) will be applied to valuing stock-based awards granted after the effective date and the impact the recognition of compensation expense related to such awards will have on its financial statements. The Company expects the
adoption of SFAS 123(R) will have a material adverse impact on the Companys net income and net income per share.



In March 2005, the SEC staff issued guidance on SFAS 123(R). Staff Accounting Bulletin No. 107 (SAB 107) was issued to assist preparers by simplifying
some of the implementation challenges of SFAS 123(R) while enhancing the information that investors receive. SAB 107 creates a framework that is premised on two overarching themes: (a) considerable judgment will be required by preparers to
successfully implement SFAS 123(R), specifically when valuing employee stock options; and (b) reasonable individuals, acting in good faith, may conclude differently on the fair value of employee stock options. Key topics covered by SAB 107
include: (a) valuation models  SAB 107 reinforces the flexibility allowed by SFAS 123(R) to choose an option-pricing model that meets the standards fair value measurement objective; (b) expected volatility  SAB 107
provides guidance on when it would be appropriate to rely exclusively on either historical or implied volatility in estimating expected volatility; and (c) expected term  the new guidance includes examples and some simplified approaches
to determining the expected term under certain circumstances. The Company will apply the principles of SAB 107 in conjunction with its adoption of SFAS 123(R).



In March 2005, the FASB issued FIN 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143
(FIN 47), which requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liabilitys fair value can be reasonably estimated. FIN 47 is effective for
fiscal years ending after December 15, 2005. The Company is currently evaluating the effect that the adoption of FIN 47 will have on its consolidated results of operations and financial condition but does not expect it to have a material
impact.



In May 2005, the FASB issued SFAS No. 154, Accounting
Changes and Error Corrections (SFAS 154) which replaces Accounting Principles Board Opinions No. 20 Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial
StatementsAn Amendment of APB Opinion No. 28. SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application, or the latest practicable date,
as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15,
2005 and is required to be adopted by the Company in the first quarter of fiscal 2006. The Company is currently evaluating the effect that the adoption of SFAS 154 will have on its consolidated results of operations and financial condition but
does not expect it to have a material impact.



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NOTE 3 OTHER COMPREHENSIVE INCOME



Other comprehensive income (loss) consists of unrealized gain (loss) on available-for-sale investments and foreign currency translation
adjustments during the period.



The components
of comprehensive income are as follows (in thousands):



|                                                  |  |                                  |       |   |                                 |   |     |      |  |   |                    |   |  |   |       |  
|------------------------------------------------- |  | -------------------------------- | ----- | - | ------------------------------- | - | --- | ---- |  | - | ------------------ | - |  | - | ----- | -
|                                                  |  | Three Months Ended September 30, |       |   | Nine Months Ended September 30, |  
|                                                  |  | 2005                             |       |   | 2004 (as restated)              |   |     | 2005 |  |   | 2004 (as restated) |  
|                                                  |  | (unaudited)                      |       |   | (unaudited)                     |  
|Net income                                        |  | $                                | 2,355 |   |                                 | $ | 879 |      |  | $ | 3,117              |   |  | $ | 1,687 |  
|Unrealized loss on available-for-sale investments |  |                                  |      |   |                                 |   | (3  | )    |  |   | (5                 | ) |  |   | (10   | )
|Foreign currency translation adjustments          |  |                                  | (89   | ) |                                 |   | 92  |      |  |   | (392               | ) |  |   | 26    |  
|                                                  |  |                                  |       |   |                                 |   |     |      |  |   |                    |   |  |   |       |  
|Comprehensive income                              |  | $                                | 2,266 |   |                                 | $ | 968 |      |  | $ | 2,720              |   |  | $ | 1,703 |  
|                                                  |  |                                  |       |   |                                 |   |     |      |  |   |                    |   |  |   |       |  



NOTE 4EARNINGS PER SHARE



Basic net income per share excludes the effect of the potentially
dilutive securities and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution of securities by adding dilutive common stock options
and shares subject to repurchase to the weighted average number of common shares outstanding for the period.



A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows (in thousands, except per share data):



|                                                                                                                |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|--------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | ------------------------------ | - | ------ |  | ------------------ | ------ |  | - | ------
|                                                                                                                |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|                                                                                                                |  | 2005                            |        | 2004 (as restated)             |   | 2005   |  | 2004 (as restated)
|                                                                                                                |  | (unaudited)                     |        | (unaudited)                   
|Calculation of basic net income per share:                                                                      |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|Net income                                                                                                      |  | $                               | 2,355  |                                | $ | 879    |  | $                  | 3,117  |  | $ | 1,687 
|                                                                                                                |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|Weighted average common shares outstanding-basic                                                                |  |                                 | 25,749 |                                |   | 26,604 |  |                    | 25,898 |  |   | 27,044
|                                                                                                                |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|Net income per share                                                                                            |  | $                               | 0.09   |                                | $ | 0.03   |  | $                  | 0.12   |  | $ | 0.06  
|                                                                                                                |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|Calculation of diluted net income:                                                                              |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|Net income                                                                                                      |  | $                               | 2,355  |                                | $ | 879    |  | $                  | 3,117  |  | $ | 1,687 
|                                                                                                                |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|Weighted average shares of common stock outstanding                                                             |  |                                 | 25,749 |                                |   | 26,604 |  |                    | 25,898 |  |   | 27,044
|Add: Dilutive securities  common stock options and non- vested shares                                          |  |                                 | 1,338  |                                |   | 1,474  |  |                    | 1,392  |  |   | 1,734 
|                                                                                                                |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|Weighted average common shares outstanding and potentially dilutive common shares                               |  |                                 | 27,087 |                                |   | 28,078 |  |                    | 27,290 |  |   | 28,778
|                                                                                                                |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|Net income per share                                                                                            |  | $                               | 0.09   |                                | $ | 0.03   |  | $                  | 0.11   |  | $ | 0.06  
|                                                                                                                |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|Anti-dilutive common stock options and non-vested restricted common stock, not included in net income per share |  |                                 | 2,406  |                                |   | 1,928  |  |                    | 2,271  |  |   | 1,169 
|                                                                                                                |  |                                 |        |                                |   |        |  |                    |        |  |   |       



NOTE 5ACCOUNTING FOR GOODWILL



The Companys goodwill balance as of September 30, 2005 is
$10.7 million compared to $11.0 million as of December 31, 2004. The decrease was due to foreign currency translation. The Company performed its goodwill impairment test in September 2005 and determined that there had been no impairment to its
goodwill. There can be no assurance, however, that a material impairment charge will not be recorded in the future.



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NOTE 6CAPITALIZED SOFTWARE DEVELOPMENT COSTS



The Company accounts for certain software development costs, including purchased software, in accordance with SFAS No. 86,
Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed. In the three months ended September 30, 2005 and 2004, the Company capitalized $0 and $30,000, respectively, in software costs. In the nine months
ended September 30, 2005 and 2004, the Company capitalized $0 and $45,000, respectively. Capitalized software is typically amortized over a period of 36 months. The remaining lives of the capitalized software at September 30, 2005 are
between 10 months and 27 months. The capitalized software development costs are as follows (in thousands):



|                     |  |                                      |       |                         |   |                   |  |                                 |     |                         |   |                   |  |   |       |  |   |      
|-------------------- |  | ------------------------------------ | ----- | ----------------------- | - | ----------------- |  | ------------------------------- | --- | ----------------------- | - | ----------------- |  | - | ----- |  | - | -----
|                     |  | As of September 30, 2005 (unaudited) |       | As of December 31, 2004
|                     |  | GrossAmortizationCarryingAmount      |       | AccumulatedAmortization |   | NetCarryingAmount |  | GrossAmortizationCarryingAmount |     | AccumulatedAmortization |   | NetCarryingAmount
|Capitalized software |  | $                                    | 6,283 |                         | $ | 5,716             |  | $                               | 567 |                         | $ | 6,283             |  | $ | 4,735 |  | $ | 1,548



The net capitalized software costs are
included in long-term Other assets on the Companys balance sheet.



NOTE 7RESTRUCTURING AND IMPAIRMENT LOSS



During the year
ended December 31, 2004, the Company recorded a restructuring and impairment charge of $4.1 million related to the consolidation of our office leases in San Francisco. The restructuring charge included a $2.8 million charge, which represented
the net present value of the Companys future contractual lease obligations net of any sublease income and $566,000 of other expenses, principally lease commissions, legal fees and other subtenant allowances. In addition to the restructuring
provision, the Company abandoned approximately $680,000 of leasehold improvements and excess furniture and fixtures.



A summary of the restructuring accrual is as follows (in thousands):



|                                                                                 |  |                                       |       |   |                                   |   |      |                            |  |   |       |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | ------------------------------------- | ----- | - | --------------------------------- | - | ---- | -------------------------- |  | - | ----- | - |  | - | ------ | -
|                                                                                 |  | Facility Leases,Net of SubleaseIncome |       |   | Write down ofLeasholdImprovements |   |      | OtherRestructuringExpenses |  |   | Total |  
|Balance as of December 31, 2003                                                  |  | $                                     | 413   |   |                                   | $ |     |                            |  | $ |      |   |  | $ | 413    |  
|Restructuring and impairment charges during the three months ended June 30, 2004 |  |                                       | 2,822 |   |                                   |   | 680  |                            |  |   | 566   |   |  |   | 4,068  |  
|Non-cash reductions of accrual                                                   |  |                                       |      |   |                                   |   | (680 | )                          |  |   | (36   | ) |  |   | (716   | )
|Net cash payments during the year ended December 31, 2004                        |  |                                       | (807  | ) |                                   |   |     |                            |  |   | (499  | ) |  |   | (1,306 | )
|                                                                                 |  |                                       |       |   |                                   |   |      |                            |  |   |       |   |  |   |        |  
|Balance as of December 31, 2004                                                  |  | $                                     | 2,428 |   |                                   | $ |     |                            |  | $ | 31    |   |  | $ | 2,459  |  
|Net cash payments during the nine months ended September 30, 2005                |  | $                                     | (551  | ) |                                   |   |     |                            |  | $ | (27   | ) |  | $ | (578   | )
|                                                                                 |  |                                       |       |   |                                   |   |      |                            |  |   |       |   |  |   |        |  
|Balance as of September 30, 2005                                                 |  | $                                     | 1,877 |   |                                   | $ |     |                            |  | $ | 4     |   |  | $ | 1,881  |  
|                                                                                 |  |                                       |       |   |                                   |   |      |                            |  |   |       |   |  |   |        |  



As of September 30, 2005,
approximately $1.2 million of the restructuring accrual is recorded as long-term liabilities.



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NOTE 8TREASURY STOCK



In September 2001, the Companys Board of Directors authorized an initial stock repurchase program of up to 1,000,000
shares of our common stock. In July 2002, the Board of Directors amended the Companys stock repurchase program to increase the number of shares authorized for repurchase by an additional 1,230,000 shares. In both July and October 2004, the
Board of Directors further amended the Companys stock repurchase program to increase the number of shares authorized for repurchase by an additional 1,000,000 shares. Depending on market conditions and other factors, repurchases can be made
from time to time in the open market and in negotiated transactions, including block transactions, and this program may be discontinued at any time. Authorizations and repurchases by year are as follows:



|                                                                |  |                            |  |                              |        |             |   |     
|--------------------------------------------------------------- |  | -------------------------- |  | ---------------------------- | ------ | ----------- | - | ----
|                                                                |  | Number ofShares(thousands) |  | Cost ofRepurchase(thousands) |        | AverageCost
|Initial repurchase program authorized in September 2001         |  | 1,000                      |  |                              |        |             |   |     
|Increased in repurchase program authorized in July 2002         |  | 1,230                      |  |                              |        |             |   |     
|Increased in repurchase program authorized in July 2004         |  | 1,000                      |  |                              |        |             |   |     
|Increased in repurchase program authorized in October 2004      |  | 1,000                      |  |                              |        |             |   |     
|                                                                |  |                            |  |                              |        |             |   |     
|Total authorized for repurchase                                 |  | 4,230                      |  |                              |        |             |   |     
|                                                                |  |                            |  |                              |        |             |   |     
|Shares repurchased in 2001                                      |  | 219                        |  | $                            | 1,781  |             | $ | 8.13
|Shares repurchased in 2002                                      |  | 712                        |  |                              | 3,335  |             |   | 4.68
|Shares repurchased in 2003                                      |  | 231                        |  |                              | 1,171  |             |   | 5.07
|Shares repurchased in 2004                                      |  | 1,519                      |  |                              | 11,182 |             |   | 7.36
|Shares repurchased in 2005                                      |  | 554                        |  |                              | 3,195  |             |   | 5.76
|                                                                |  |                            |  |                              |        |             |   |     
|Total shares repurchased                                        |  | 3,235                      |  | $                            | 20,664 |             | $ | 6.39
|                                                                |  |                            |  |                              |        |             |   |     
|Remaining shares available for repurchase at September 30, 2005 |  | 995                        |  |                              |        |             |   |     
|                                                                |  |                            |  |                              |        |             |   |     



NOTE 9SEGMENT AND GEOGRAPHIC
REPORTING



Operating segments are components of a business
enterprise that its chief operating decision maker applies his decisions to allocate the resources to its different segments and to make assessments on their performances. By this definition, Embarcadero operates only in one reportable operating
segment; the design, development, marketing, sales and support of software for database and application development and management.



The Companys geographic sales data is based on customer location as defined by the following regions: North America, United Kingdom and Other. The
Companys wholly owned subsidiary, Embarcadero Europe Ltd., transacts all sales in Europe, the Middle East, Australia and Africa. Various distributors and resellers handle sales in regions outside Europe, the Middle East, Australia, Africa and
North America.



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Revenues and long-lived assets by geographic regions are as follows (in thousands):



|                  |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|----------------- |  | ------------------------------- | ------ | ------------------------------ | - | ------ |  | ------------------ | ------ |  | - | ------
|                  |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|                  |  | 2005                            |        | 2004 (as restated)             |   | 2005   |  | 2004 (as restated)
|                  |  | (unaudited)                     |        | (unaudited)                   
|Revenues:         |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|North America (1) |  | $                               | 11,812 |                                | $ | 11,537 |  | $                  | 33,831 |  | $ | 33,103
|United Kingdom    |  |                                 | 800    |                                |   | 992    |  |                    | 2,731  |  |   | 3,246 
|Other             |  |                                 | 2,163  |                                |   | 1,496  |  |                    | 5,368  |  |   | 5,407 
|                  |  |                                 |        |                                |   |        |  |                    |        |  |   |       
|Total             |  | $                               | 14,775 |                                | $ | 14,025 |  | $                  | 41,930 |  | $ | 41,756
|                  |  |                                 |        |                                |   |        |  |                    |        |  |   |       



|(1) | Includes gross revenues related to Canada of $542,000 and $585,000 for the three months ended September 30, 2005 and 2004, respectively, and $1,665,000 and $1,708,000 for the
nine months ended September 30, 2005 and 2004, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Long-lived assets by geographic regions are as follows (in thousands):



|                   |  |                                     |       |                        |   |      
|------------------ |  | ----------------------------------- | ----- | ---------------------- | - | -----
|                   |  | As of September30, 2005 (unaudited) |       | As of December31, 2004
|Long lived assets: |  |                                     |       |                        |   |      
|North America (2)  |  | $                                   | 1,998 |                        | $ | 2,625
|United Kingdom     |  |                                     | 175   |                        |   | 268  
|Australia          |  |                                     | 21    |                        |   | 29   
|                   |  |                                     |       |                        |   |      
|Total              |  | $                                   | 2,194 |                        | $ | 2,922
|                   |  |                                     |       |                        |   |      



|(2) | Includes long lived assets related to Canada of $218,000 and $269,000 at September 30, 2005 and December 31, 2004, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------



NOTE 10COMMITMENTS AND CONTINGENCIES



Bank Credit Facility



A financial institution issued an irrevocable standby letter of credit for approximately
$120,000 in relation to a real estate lease agreement executed in April 2004. The standby letter of credit will expire on June 1, 2006.



Leases



The Company leases office space and equipment under non-cancelable operating lease agreements that expire at various dates through 2010. The Company recognizes rent expense on a straight-line basis over the lease
period and has accrued for rent expense incurred but not paid. Some of the lease agreements have renewal options ranging from one to five years. In April 2004, the Company announced a restructuring plan. As a part of that plan, the Company entered
into a new five-year lease commitment and subleased the remainder of its long-term San Francisco office leases. The lease and subleases were executed in April 2004. The subleases will expire in July 2008. The Companys net contractual sublease
income over the remaining duration of the subleases is $762,000 receivable as follows: $67,000 in 2005, $269,000 per year in years 2006 and 2007 and $157,000 in 2008.



The Company entered into a three-year capital lease agreement in September 2004, for approximately $499,000 to finance the acquisition of
certain furniture and fixtures and computer equipment. The capital lease agreement bears an interest rate of 6.1% per annum and has a $1 buyout option at its expiration in September 2007.



In September 2005, the Company entered into a five-year operating lease agreement for
approximately 2,000 square feet of office space in Virginia. The Company paid approximately $4,400 in the form of a security deposit in connection with the lease agreement.



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Gross lease payment obligations under the non-cancelable operating and capital lease are as follows (in thousands):



|                                            |  |              |     |                 |   |                      |  |       |     |  |   |      
|------------------------------------------- |  | ------------ | --- | --------------- | - | -------------------- |  | ----- | --- |  | - | -----
|                                            |  | CapitalLease |     | OperatingLeases |   | Bank Letterof Credit |  | Total
|2005                                        |  | $            | 45  |                 | $ | 385                  |  |       |    |  | $ | 430  
|2006                                        |  |              | 182 |                 |   | 1,413                |  | $     | 120 |  |   | 1,715
|2007                                        |  |              | 76  |                 |   | 1,268                |  |       |    |  |   | 1,344
|2008                                        |  |              |    |                 |   | 764                  |  |       |    |  |   | 764  
|2009                                        |  |              |    |                 |   | 303                  |  |       |    |  |   | 303  
|2010                                        |  |              |    |                 |   | 39                   |  |       |    |  |   | 39   
|                                            |  |              |     |                 |   |                      |  |       |     |  |   |      
|Total minimum payments                      |  |              | 303 |                 | $ | 4,172                |  | $     | 120 |  | $ | 4,595
|                                            |  |              |     |                 |   |                      |  |       |     |  |   |      
|Less: amount representing interest          |  |              | 14  |                 |   |                      |  |       |     |  |   |      
|                                            |  |              |     |                 |   |                      |  |       |     |  |   |      
|Present value of net minimum lease payments |  | $            | 289 |                 |   |                      |  |       |     |  |   |      
|                                            |  |              |     |                 |   |                      |  |       |     |  |   |      



Contingencies



In May 2005, the Company entered into a settlement agreement with the other parties in
the litigation against the Company and its President and Chief Executive Officer and other parties by The Client Server Factory Inc. filed in October 2002. Pursuant to the settlement agreement, none of the parties made any admission regarding fault
or liability and all outstanding issues among the parties were resolved. The Companys share of the payments made pursuant to the settlement was $573,000 and has been recorded in the statement of operations for the nine months ended
September 30, 2005. The case was dismissed with prejudice on June 30, 2005.



There are no other known legal proceedings. However, the Company may, from time to time, become a party to other legal proceedings arising in the normal course of business. The Company may also be indirectly affected by administrative or
court proceedings or actions in which the Company is not involved but which have general applicability to the software industry.



The Company provides general indemnification provisions in its license agreements. In these agreements, the Company states that it will defend or settle, at its own
expense, any claim against the customer asserting a patent, copyright, trademark, trade secret or proprietary right violation related to any products that the Company has licensed to the customer. The Company agrees to indemnify its customers
against any loss, expense or liability, including reasonable attorneys fees, from any damages alleged against the customer in its course of using products sold by the Company. The Company has not received any claims under this indemnification
and does not know of any instances in which such a claim may be brought against the Company in the future. The Company believes that the fair value of these agreements is minimal and has not recorded any liabilities in connection with them.



NOTE 11  RESTATEMENT OF FINANCIAL STATEMENTS



The Company restated its consolidated financial statements for the years ended
December 31, 2000 through 2003 and for each of the quarters in 2003 and the first three quarters of 2004 (Restatement for Prior Years) to correct errors in accounting for the impact of foreign currencies and income taxes.



The foreign currency errors related to both transaction and translation gains
and losses. The foreign currency transaction error resulted from the foreign currency translation effects related to intercompany balances being recorded as a component of the cumulative translation adjustment within stockholders equity as a
component of comprehensive income, rather than in the statement of operations. The foreign currency translation error resulted from the failure to record certain foreign currency translation adjustments, mainly related to goodwill, which should have
been recorded as a component of the cumulative translation adjustment within stockholders equity as a component of comprehensive income. The income tax errors related principally to the failure to record deferred tax assets related to firstly,
two acquisitions which resulted in an overstatement of goodwill and secondly, the impact of stock-based compensation associated with stock options issued prior to the Companys initial public offering in 2000. The Company did not record
deferred tax assets associated with the amortization of stock-based compensation related to non-qualified stock options that are deductible for tax purposes. The Company had instead recognized the tax benefit associated with the exercise of these
options at the date of exercise, to the extent of stock-based compensation recognized, and recorded any excess benefits to additional paid-in capital. The impact of these adjustments was reflected in the Annual Report on Form 10-K/A for the year
ended December 31, 2004 filed with the Securities and Exchange Commission on April 25, 2005.



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The Restatement for Prior Years is separate from, and in addition to, the restatement of our financial results for the
first and second quarters of 2004, which resulted from an internal investigation into revenue recognition practices related to transactions with certain distributors and resellers, principally those of the Companys United Kingdom subsidiary,
Embarcadero Europe Ltd. (the 2004 Restatement). The effects of the 2004 Restatement were reflected in the amended Quarterly Reports on Form 10-Q/A filed with the Securities and Exchange Commission on January 18, 2005.



NOTE 12  SUBSEQUENT EVENT



On October 24, 2005, pursuant the terms of a definitive agreement signed on
October 13, 2005, the Company acquired SHC Ambeo Acquisition Corp. (Ambeo) for total cash considerations of $6.15 million. Ambeo is a privately-held company who is a leader in database auditing and activity monitoring and will
become a wholly owned subsidiary. In addition to the cash consideration, the agreement also provided for inducement grants for an aggregate total of 125,000 shares of restricted stock at a purchase price of $0.001 per share to six key employees of
Ambeo upon becoming non-officer employees of the Company on October 24, 2005. The restrictions associated with the stock subject to these grants will lapse with respect to 25% of the shares after the first anniversary of the effective date of
the merger and 75% of the shares after the second anniversary of the effective date of the merger for which vesting is contingent upon continued employment with the Company. The Company will record compensation expense of $861,000 in deferred
stock-based compensation and will be amortized over the vesting period. The Company has not completed the purchase price allocation, thus we cannot estimate the balance sheet impact of this acquisition. Operating results for this acquisition will be
included in the period ending December 31, 2005 consolidated statement of operations from the acquisition date of October 24, 2005. The Company capitalized approximately $62,000 in acquisition costs for the three months ended
September 30, 2005.



In October 2005, the Company awarded 50,000 and
100,000 shares of restricted stock, at fair values of $6.76 and $6.53, respectively. The Company will record compensation expense of $991,000 in deferred stock-based compensation, which will be amortized over the vesting period.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed
consolidated financial statements and related notes included in this Form 10-Q, and with our managements discussion and analysis included in the Companys Annual Report on Form 10-K/A for the year ended December 31, 2004, filed on
April 25, 2005.



This report contains forward-looking statements within
the meaning of the federal securities laws that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, will, should,
expect, plan, anticipate, believe, estimate, predict, intend, potential or continue or the negative of these terms or other comparable
terminology. Such statements are only predictions. Risks and uncertainties and the occurrence of other events could cause actual results to differ materially from these predictions. The factors discussed below under Factors That May Affect
Future Results should be considered carefully in evaluating Embarcadero and its business. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, we assume no responsibility for the accuracy and completeness of these statements. We are under no duty to update any of the forward-looking statements after the date of this report or to conform
these statements to actual results.



Overview



We provide data lifecycle management solutions that help companies build, optimize, test,
and manage their critical data, database, and application infrastructures, allowing them to provide better service with fewer resources. We earn revenues from the worldwide sale of these software solutions and related maintenance and support
services to corporations, government agencies, educational institutions, and other entities. Information technology (IT) budgets, as well as macroeconomic conditions, affect demand for our products. In addition, our sales are impacted by competitive
conditions, market acceptance of our product offerings, and our ability to execute our sales plans successfully. We have historically derived a significant percentage of our revenues from our DBArtisan product line. For the three and nine months
ended September 30, 2005, DBArtisan and DBArtisan add-on products accounted for more than 37% and 35% of our license revenues, respectively. This product line is expected to continue to account for a significant portion of our net revenues for
the foreseeable future. As a result of this revenue concentration, our business could be harmed by a decline in demand for this product or its related product line.



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Our products support the most widely used database and OS platforms, including Oracle, Microsoft SQL Server, IBM DB2
Universal Database, MySQL, and Sybase, running in Unix, Windows NT, and Linux environments.



Our key products and their functionality are summarized below:



|                                  |  |                                |  |                                                                                                                                                                                           
|--------------------------------- |  | ------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EmbarcaderoSolution               |  | Related Products               |  | Description                                                                                                                                                                               
|Model-driven Data Solutions       |  | ER/Studio®                     |  | Provides a visual modeling solution for analyzing, designing, creating, and maintaining database applications that simplifies and integrates the needs of all data management
stakeholders
|                                  |  |                               
|                                  |  | DT/Studio®                     |  | Enables organizations to transform, migrate, and consolidate data from a wide range of data sources in weeks, not months                                                                  
|                                  |  |                               
|Cross-platform Data Management    |  | DBArtisan®                     |  | Helps DBAs maximize availability, performance and security. DBArtisan boosts productivity so existing staff can manage more databases.                                                    
|                                  |  |                               
|                                  |  | Rapid SQL®                     |  | Provides an integrated cross-platform database development environment that raises productivity by simplifying SQL scripting, object management, version control, and schema
deployment   
|                                  |  |                               
|                                  |  | Embarcadero Job Scheduler      |  | Automates the execution of operating system and database maintenance jobs, as well other routine tasks including nightly data loads and batch processing                                  
|                                  |  |                               
|Data Performance and Availability |  | Embarcadero Performance Center |  | Delivers a 24/7 performance monitoring solution with customizable thresholds and highly readable status information, accessible through several sources including standard Web
browsers   
|                                  |  |                               
|                                  |  | Extreme Test®                  |  | Employs goals-based load testing for measuring and analyzing enterprise application performance and offers a completely integrated test development and execution environment             



In 2001, 2002, and the first half of
2003, global economic conditions had a negative impact on IT spending and affected sales of our products. In the second half of 2003 and in 2004, there were improvements in the fundamentals of our market and broader acceptance of our core and new
products. However, in the first quarter of 2005, primarily due to an unexpected slowdown in closure rates of sales transactions in the United States that may have been Company specific or a result of macroeconomic changes, and also due to the
organizational disruption in our U.K. subsidiary related to our Audit Committee investigation, we did not meet our revenue projections and total revenues decreased to $13.2 million for the three months ended March 31, 2005. But, with the
stabilization of our U.K. operation in the second quarter, total revenue increased to $14.0 million. In the third quarter with the improvement in enterprise and commercial sales in North America, total revenue reached $14.8 million and $41.9 million
for the three and nine months ended September 30, 2005, respectively, as compared to $14.0 million and $41.8 million for three and nine months ended September 30, 2004, respectively.



Most of our operating expenses are related to personnel and related overhead costs,
facilities, outside research and development contractors, and legal and other professional service costs. The operating expenditures for the three and nine months ended September 30, 2005 were $10.8 million and $35.3 million, respectively,
compared to $11.4 million and $36.1 million for the three and nine months ended September 30, 2004, respectively. Included in the nine month period ended 2005 and 2004, is a litigation settlement charge of $573,000 and a restructuring charge of
$4.1 million, respectively.



Our cash flow from operations was approximately $3
million and $8 million for the three and nine months period ended September 30, 2005, respectively. Cash and cash equivalents and short-term investments were $64.7 million at September 30, 2005. During the nine month period ended
September 30, 2005, we repurchased $3.2 million of the Companys common stock under the Companys stock repurchase program.



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##### Table of Contents

Our license and maintenance revenues, results of operations, cash flows from operations, and financial condition could be
adversely affected in future periods by a renewed downturn in global economic conditions, increased competitive pressures or our own inability to execute on our sales plans.



Critical Accounting Policies and Estimates



The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States of America.



The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts in our consolidated financial statements. We
evaluate our estimates on an on-going basis, including those related to revenue recognition, allowances for doubtful accounts and returns, capitalized research and development costs, lease related impairment loss, goodwill impairment, accounting for
income taxes, and accounting for deferred stock-based compensation. We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities. Although actual results have historically been reasonably consistent with managements expectations, the actual results may differ from these estimates or our estimates may be
affected by different assumptions or conditions.



We believe there have been no
significant changes during the nine months ended September 30, 2005 to the items that we disclosed as our critical accounting policies and estimates in Managements Discussion and Analysis of Financial Condition and Results of Operations
in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004, filed with Securities and Exchange Commission on April 25, 2005.



RESULTS OF OPERATIONS



The following table sets forth, for the periods indicated, the percentage relationship of certain items from the Companys condensed consolidated statements of operations to total revenues:



|                                                             |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|------------------------------------------------------------ |  | ------------------------------- | - |  | ------------------------------ | - |  | ----- | - |  | ----------------- | -
|                                                             |  | Three months endedSeptember 30, |   |  | Nine months endedSeptember 30, |  
|                                                             |  | 2005                            |   |  | 2004(as restated)              |   |  | 2005  |   |  | 2004(as restated) |  
|                                                             |  | (unaudited)                     |   |  | (unaudited)                    |  
|Revenues:                                                    |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|License                                                      |  | 48.3                            | % |  | 50.6                           | % |  | 47.1  | % |  | 49.2              | %
|Maintenance                                                  |  | 51.7                            |   |  | 49.4                           |   |  | 52.9  |   |  | 50.8              |  
|                                                             |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|Total revenues                                               |  | 100.0                           |   |  | 100.0                          |   |  | 100.0 |   |  | 100.0             |  
|Cost of revenues:                                            |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|License                                                      |  | 1.6                             |   |  | 2.0                            |   |  | 1.7   |   |  | 1.7               |  
|Amortization of acquired technology and capitalized software |  | 1.0                             |   |  | 4.0                            |   |  | 1.7   |   |  | 4.0               |  
|Maintenance                                                  |  | 3.6                             |   |  | 4.1                            |   |  | 3.8   |   |  | 4.3               |  
|                                                             |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|Total cost of revenues                                       |  | 6.2                             |   |  | 10.1                           |   |  | 7.2   |   |  | 10.0              |  
|                                                             |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|Gross profit                                                 |  | 93.8                            |   |  | 89.9                           |   |  | 92.8  |   |  | 90.0              |  
|                                                             |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|Operating expenses:                                          |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|Research and development                                     |  | 26.2                            |   |  | 27.9                           |   |  | 27.8  |   |  | 27.8              |  
|Sales and marketing                                          |  | 35.3                            |   |  | 37.1                           |   |  | 39.3  |   |  | 36.9              |  
|General and administrative                                   |  | 11.3                            |   |  | 16.1                           |   |  | 15.6  |   |  | 12.0              |  
|Restructuring and impairment charges                         |  | 0.0                             |   |  | 0.0                            |   |  | 0.0   |   |  | 9.7               |  
|Litigation settlement charge                                 |  | 0.0                             |   |  | 0.0                            |   |  | 1.4   |   |  | 0.0               |  
|                                                             |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|Total operating expenses                                     |  | 72.8                            |   |  | 81.1                           |   |  | 84.1  |   |  | 86.4              |  
|                                                             |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|Income from operations                                       |  | 21.0                            |   |  | 8.8                            |   |  | 8.7   |   |  | 3.6               |  
|Other income, net                                            |  | 2.4                             |   |  | 1.4                            |   |  | 2.2   |   |  | 1.3               |  
|                                                             |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|Income before provision for income taxes                     |  | 23.4                            |   |  | 10.2                           |   |  | 10.9  |   |  | 4.9               |  
|Provision for income taxes                                   |  | (7.5                            | ) |  | (4.0                           | ) |  | (3.6  | ) |  | (0.8              | )
|                                                             |  |                                 |   |  |                                |   |  |       |   |  |                   |  
|Net income                                                   |  | 15.9                            | % |  | 6.2                            | % |  | 7.3   | % |  | 4.1               | %
|                                                             |  |                                 |   |  |                                |   |  |       |   |  |                   |  



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##### Table of Contents

Revenues:



|               |  |                                  |        |                    |                                 |                |  |      |      |  |                    |        |                |   |        |  |      |   
|-------------- |  | -------------------------------- | ------ | ------------------ | ------------------------------- | -------------- |  | ---- | ---- |  | ------------------ | ------ | -------------- | - | ------ |  | ---- | --
|               |  | Three months ended September 30, |        |                    | Nine months ended September 30, |               
|               |  | 2005                             |        | 2004 (as restated) |                                 | Percent change |  |      | 2005 |  | 2004 (as restated) |        | Percent change |  
|               |  | (unaudited)                      |        |                    | (unaudited)                     |               
|Revenues:      |  |                                  |        |                    |                                 |                |  |      |      |  |                    |        |                |   |        |  |      |   
|License        |  | $                                | 7,136  |                    | $                               | 7,097          |  | 0.5  | %    |  | $                  | 19,737 |                | $ | 20,564 |  | (4.0 | )%
|Maintenance    |  |                                  | 7,639  |                    |                                 | 6,928          |  | 10.3 |      |  |                    | 22,193 |                |   | 21,192 |  | 4.7  |   
|               |  |                                  |        |                    |                                 |                |  |      |      |  |                    |        |                |   |        |  |      |   
|Total revenues |  | $                                | 14,775 |                    | $                               | 14,025         |  | 5.3  | %    |  | $                  | 41,930 |                | $ | 41,756 |  | 0.4  | % 
|               |  |                                  |        |                    |                                 |                |  |      |      |  |                    |        |                |   |        |  |      |   



Total Revenues.Total revenues
were $14.8 million for the three months ended September 30, 2005, an increase of 5.3% over the $14.0 million reported for the comparable period in 2004. The increase in total revenues was primarily due to an increase in improved sales closure
rates in North America in the third quarter of 2005 and increased maintenance revenue. Total revenues were $41.9 million for the nine months ended September 30, 2005, an increase of 0.4% from $41.8 million reported for the comparable period in
2004. The lower nine month growth of 0.4% is a result of the impact of the unfavorable results in the first quarter of 2005.



License.License revenues were $7.1 million for the three months ended September 30, 2005, representing a 0.5% increase from the $7.1 million reported for the
comparable period in 2004. The increase in license revenues in the third quarter was attributable to improved results in enterprise and commercial sales in North America. License revenues were $19.7 million for the nine months ended
September 30, 2005, a decrease of 4.0 % from the $20.6 million reported for the comparable period in 2004. The decrease was due to a significant decrease in license revenues generated by our U.K. subsidiary in the first quarter of 2005.
Future license revenues cannot be predicted and will vary based on IT spending, competitive conditions, varying revenue contribution from our international operations, and changes in the sales closure rates in North America.



Maintenance.Maintenance revenues were $7.6 million for the three months ended
September 30, 2005, representing a 10.3% increase over the $6.9 million reported for the comparable period in 2004. Maintenance revenues increased 4.7% to $22.2 million for the nine months ended September 30, 2005 compared to the $21.2
million reported for the same period in 2004. Maintenance revenues vary with license revenue growth and maintenance renewal rates. Maintenance revenues increased primarily due to the consistent maintenance renewal rates among our customer base and
an increase in professional service revenues. We expect that maintenance revenue will remain consistent as a percentage of revenues or decline slightly as a percentage of total revenues, if license revenues increase.



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##### Table of Contents

Cost of Revenues



|                                                             |  |                                  |     |                    |                                 |                |  |       |      |  |                    |       |                |   |       |  |       |   
|------------------------------------------------------------ |  | -------------------------------- | --- | ------------------ | ------------------------------- | -------------- |  | ----- | ---- |  | ------------------ | ----- | -------------- | - | ----- |  | ----- | --
|                                                             |  | Three months ended September 30, |     |                    | Nine months ended September 30, |               
|                                                             |  | 2005                             |     | 2004 (as restated) |                                 | Percent change |  |       | 2005 |  | 2004 (as restated) |       | Percent change |  
|                                                             |  | (unaudited)                      |     |                    | (unaudited)                     |               
|Cost of revenues                                             |  |                                  |     |                    |                                 |                |  |       |      |  |                    |       |                |   |       |  |       |   
|License                                                      |  | $                                | 232 |                    | $                               | 283            |  | (18.0 | )%   |  | $                  | 696   |                | $ | 705   |  | (1.3  | )%
|Amortization of acquired technology and capitalized software |  |                                  | 145 |                    |                                 | 556            |  | (73.9 | )    |  |                    | 709   |                |   | 1,667 |  | (57.5 | ) 
|Maintenance                                                  |  |                                  | 526 |                    |                                 | 572            |  | (8.0  | )    |  |                    | 1,588 |                |   | 1,814 |  | (12.5 | ) 
|                                                             |  |                                  |     |                    |                                 |                |  |       |      |  |                    |       |                |   |       |  |       |   
|                                                             |  | $                                | 903 |                    | $                               | 1,411          |  | (36.0 | )%   |  | $                  | 2,993 |                | $ | 4,186 |  | (28.5 | )%
|                                                             |  |                                  |     |                    |                                 |                |  |       |      |  |                    |       |                |   |       |  |       |   



License.Cost of license
revenues consists primarily of royalties, credit card processing fees and product media and packaging. Cost of license revenues was $232,000 for the three months ended September 30, 2005, as compared to $283,000 for the comparable period in
2004. Cost of license revenues was $696,000 for the nine months ended September 30, 2005, as compared to $705,000 for the comparable period in 2004. The increase in royalty fees in 2005 is off set by decreases in credit card processing fees.



Amortization of acquired technology and capitalized software. This
amortization relates to licensed technologies acquired from third parties that were deemed to have reached technological feasibility at the date of acquisition and therefore capitalized as well as capitalized internal development costs for software
that have reached technological feasibility. The amortization of acquired technology and capitalized software was $145,000 and $556,000 for the three months ended September 30, 2005 and 2004, respectively. The amortization of acquired
technology was $709,000 and $1,667,000 for the nine months ended September 30, 2005 and 2004, respectively. In the second quarter of 2005, certain of our intangible assets became fully amortized, thus resulting in a decrease in amortization
expense for the third quarter of 2005 and also for the nine month period ended September 30, 2005. We expect amortization to continue into 2006.



Maintenance.Cost of maintenance revenues primarily consists of customer support personnel and related expenses, including payroll, employee benefits and allocated
overhead. Cost of maintenance revenues was $526,000 for the three months ended September 30, 2005 as compared to $572,000 for the comparable period in 2004. Cost of maintenance revenues was $1,588,000 for the nine months ended
September 30, 2005 as compared to $1,814,000 for the comparable period in 2004. The decrease in the third quarter of 2005 is due to lower personnel training costs. The 12.5% decrease for the nine months ended September 30, 2005 compared to
the same period for 2004 was primarily due to decreases in wages and related expenses. We expect to hire additional support personnel to support our expanding product line and customer base, and that the cost of maintenance revenues may increase in
the future.



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##### Table of Contents

Operating Expenses



|                             |  |                                 |        |                    |                                |                |  |       |      |  |                    |        |                |   |        |  |        |   
|---------------------------- |  | ------------------------------- | ------ | ------------------ | ------------------------------ | -------------- |  | ----- | ---- |  | ------------------ | ------ | -------------- | - | ------ |  | ------ | --
|                             |  | Three months endedSeptember 30, |        |                    | Nine months endedSeptember 30, |               
|                             |  | 2005                            |        | 2004 (as restated) |                                | Percent change |  |       | 2005 |  | 2004 (as restated) |        | Percent change |  
|                             |  | (unaudited)                     |        |                    | (unaudited)                    |               
|Operating expenses:          |  |                                 |        |                    |                                |                |  |       |      |  |                    |        |                |   |        |  |        |   
|Research and development     |  | $                               | 3,868  |                    | $                              | 3,915          |  | (1.2  | )%   |  | $                  | 11,650 |                | $ | 11,595 |  | 0.5    | % 
|Sales and marketing          |  |                                 | 5,218  |                    |                                | 5,204          |  | 0.3   |      |  |                    | 16,479 |                |   | 15,411 |  | 6.9    |   
|General and administrative   |  |                                 | 1,676  |                    |                                | 2,260          |  | (25.8 | )    |  |                    | 6,550  |                |   | 5,016  |  | 30.6   |   
|Restructuring charges        |  |                                 |       |                    |                                |               |  |      |      |  |                    |       |                |   | 4,068  |  | (100.0 | ) 
|Litigation settlement charge |  |                                 |       |                    |                                |               |  |      |      |  |                    | 573    |                |   |       |  | 100.0  |   
|                             |  |                                 |        |                    |                                |                |  |       |      |  |                    |        |                |   |        |  |        |   
|Total operating expenses     |  | $                               | 10,762 |                    | $                              | 11,379         |  | (5.4  | )%   |  | $                  | 35,252 |                | $ | 36,090 |  | (2.3   | )%
|                             |  |                                 |        |                    |                                |                |  |       |      |  |                    |        |                |   |        |  |        |   



Research and Development.Research and development expenses primarily consist of personnel and related expenses, including payroll and employee benefits, allocated overhead, non-cash stock-based compensation, as well as expenses related to third party development
services. Research and development expenses were $3.9 million for the three months ended September 30, 2005 and $3.9 million for the comparable period in 2004. The nominal decrease was primarily due to a decrease in consulting services costs.
Research and development expenses were $11.7 million for the nine months ended September 30, 2005 and $11.6 million for the comparable period in 2004. The increase is due to the increases in third party development costs. We anticipate that we
will continue to invest resources into research and development activities in order to develop new products, advance the technology relating to our existing products and to develop new business opportunities.



Sales and Marketing.Sales and marketing expenses consist primarily of personnel and
related expenses, commissions earned by sales personnel, non-cash stock-based compensation, trade shows, travel and other marketing communication costs, including advertising and other marketing programs. Sales and marketing expenses were $5.2
million for the three months ended September 30, 2005 and $5.2 million for the comparable period in 2004. For the nine months ended September 30, 2005, sales and marketing expenses were $16.5 million compared to $15.4 million for the nine
months ended September 30, 2004. The nine month period increase was mainly due to the establishment of our enterprise and commercial sales force, which resulted in higher wages and related costs, higher commission compensation and sales related
travel and entertainment expenses. We intend to selectively increase staff in our sales organization and to create marketing programs to support our product initiatives and, accordingly, expect that future sales and marketing expenditures will
increase.



General and Administrative.General and administrative
expenses primarily consist of personnel and related expenses, general operating expenses and non-cash stock-based compensation. General and administrative expenses were $1.7 million for the three months ended September 30, 2005 and were $2.3
million for the comparable period in 2004. The decrease in absolute dollars was mainly due to a $600,000 decrease in legal fees incurred in the third quarter of 2004 in connection with the settlement of our litigation with The Client Server Factory
Inc. (TSCF) which was settled in the second quarter of 2005. General and administrative expenses were $6.6 million for the nine months period ended September 30, 2005 and were $5.0 million for the comparable period in 2004. The
increase was mostly a result of an increase of $1.3 million for professional fees and assistance related to compliance with the Sarbanes-Oxley Act and additional rules and regulations promulgated by the SEC and NASDAQ National Market, $150,000 in
recruitment fees associated with enhancing our accounting and finance capabilities and international management team, a $211,000 increase in tax consulting and permits related fees, and a $326,000 increase in wage related expenses offset by a
reduction of $770,000 in legal fees incurred in the nine month period ended September 30, 2004 resulting from the TSCF litigation which was settled in the second quarter of 2005. We expect general and administrative costs to decrease in 2005 as
compared to 2004 as we control our costs in the second year of compliance with the Sarbanes-Oxley Act and other related rules and regulations, however, overall compliance costs are expected to be higher than historical expenses.



Litigation Settlement Charge.In May 2005, the Company entered into a settlement
related to the suit filed against the Company and others by The Client Server Factory Inc. in October 2002. The Companys share of the payments made pursuant to the settlement was $573,000 which was recorded in the statement of operations in
the second quarter of 2005. There was no similar expense in the three months ended September 30, 2005 or the three and nine months ended September 30, 2004.



Other Income, net.Other income, net consists primarily of interest income and was $351,000 and $203,000 for the three months period
ended September 30, 2005 and 2004, respectively. For the nine months period ended September 30, 2005 and 2004, other income, net, was $923,000 and $558,000, respectively. The increase was due to an increase in the average balance of the
cash balance throughout the periods.



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##### Table of Contents

Provision for Income Taxes. Under SFAS No. 109, Accounting for Income Taxes(SFAS
No. 109), deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the
differences are expected to reverse. SFAS No. 109 provides for the recognition of deferred tax assets if realization of such assets is more likely than not. The provision for income taxes was $1,106,000 and $559,000 for the three months
ended September 30, 2005 and 2004, respectively. The estimated effective tax rate provision rates for the three months ended September 30, 2005 and 2004 was 32% and 39%, respectively. The provision for income taxes was $1,491,000 and
$351,000 for the nine months ended September 30, 2005 and 2004, respectively. The estimated effective tax provision rate for the nine months ended September 30, 2005 and 2004 was 32% and 17%, respectively. The effective tax rate for
the nine month period was lower in 2004 primarily due to a higher benefit for disqualifying dispositions of stock options which benefits the overall corporate tax rate. It is impossible to forecast the exercise of our outstanding common stock
options or the disqualifying dispositions associated with them. The benefits received from the disqualifying dispositions can only be considered in calculating a rate for the period in which they are realized. In the past, our effective tax rate has
declined due to the occurrence of such disqualifying dispositions. There were no disqualifying dispositions during the three months ended March 31, 2005 or September 30, 2005. There were disqualifying dispositions of $13,000 during
the three months ended June 30, 2005.



We will continue to evaluate our
ability to realize deferred tax assets on a quarterly basis. Significant management judgment is required in determining our provision for income taxes and our deferred tax assets and liabilities. In the event that actual results differ from these
estimates or we adjust these estimates in future periods, we may need to adjust the effective rate for the current year.



We are currently under Internal Revenue Service (the IRS) audit of our United States federal income tax return for the fiscal year ended 2003. As of
September 30, 2005, the IRS had not issued any proposed adjustments to the amounts reflected by us on our return. However, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations.
If the IRS audit results in assessment of additional taxes due, there exists the possibility of a material adverse impact on the results of operations for the period in which the matter is ultimately resolved or an unfavorable outcome becomes
probable and reasonably estimable.



RECENT ACCOUNTING PRONOUNCEMENTS



In December 2004, FASB Staff Position No. FAS 109-2, Accounting and
Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (FSP FAS 109-2) was issued, providing guidance under SFAS 109, Accounting for Income Taxes for recording
the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (Jobs Act), enacted on October 22, 2004. FSP FAS 109-2 allows time beyond the financial reporting period of enactment to evaluate the
effects of the Jobs Act before applying the requirements of FSP FAS 109-2. Accordingly, we are evaluating the potential effects of the Jobs Act and have not adjusted our tax expense or deferred tax liability as of September 30, 2005. We will
complete our evaluation by the end of 2005.



In December 2004, the FASB revised
SFAS No. 123 (SFAS 123(R)), Share-Based Payment, which requires companies to expense the estimated fair value of employee stock options and similar awards. On April 14, 2005, the SEC adopted a new rule amending the
compliance dates for SFAS 123(R). In accordance with the new rule, the accounting provisions of SFAS 123(R) will be effective for the Company beginning on January 1, 2006. The Company will adopt the provisions of SFAS 123(R) using a modified
prospective application. Under a modified prospective application, SFAS 123(R) will apply to new awards and to awards that are outstanding on the effective date and are subsequently modified or cancelled. Compensation expense for outstanding awards
for which the requisite service had not been rendered as of the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under SFAS 123. The Company is in the
process of determining how the new method of valuing stock-based compensation as prescribed in SFAS 123(R) will be applied to valuing stock-based awards granted after the effective date and the impact the recognition of compensation expense related
to such awards will have on its financial statements. The Company expects the adoption of SFAS 123(R) will have a material adverse impact on the Companys net income and net income per share.



In March 2005, the SEC staff issued guidance on SFAS 123(R). Staff Accounting Bulletin
No. 107 (SAB 107) was issued to assist preparers by simplifying some of the implementation challenges of SFAS 123(R) while enhancing the information that



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investors receive. SAB 107 creates a framework that is premised on two overarching themes: (a) considerable judgment will be required by preparers to
successfully implement SFAS 123(R), specifically when valuing employee stock options; and (b) reasonable individuals, acting in good faith, may conclude differently on the fair value of employee stock options. Key topics covered by SAB 107
include: (a) valuation models  SAB 107 reinforces the flexibility allowed by SFAS 123(R) to choose an option-pricing model that meets the standards fair value measurement objective; (b) expected volatility  SAB 107
provides guidance on when it would be appropriate to rely exclusively on either historical or implied volatility in estimating expected volatility; and (c) expected term  the new guidance includes examples and some simplified approaches
to determining the expected term under certain circumstances. The Company will apply the principles of SAB 107 in conjunction with its adoption of SFAS 123(R).



In March 2005, the FASB issued FIN 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143
(FIN 47), which requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liabilitys fair value can be reasonably estimated. FIN 47 is effective for
fiscal years ending after December 15, 2005. The Company is currently evaluating the effect that the adoption of FIN 47 will have on its consolidated results of operations and financial condition but does not expect it to have a material
impact.



In May 2005, the FASB issued SFAS No. 154, Accounting
Changes and Error Corrections (SFAS 154) which replaces Accounting Principles Board Opinions No. 20 Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial
StatementsAn Amendment of APB Opinion No. 28. SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application, or the latest practicable date,
as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15,
2005 and are required to be adopted by the Company in the first quarter of fiscal 2006. The Company is currently evaluating the effect that the adoption of SFAS 154 will have on its consolidated results of operations and financial condition but
does not expect it to have a material impact.



LIQUIDITY AND CAPITAL
RESOURCES



We have funded our business to date from cash generated by our
operations and financings. In April 2000, we completed our initial public offering of common stock, generating net proceeds to us of approximately $43.0 million. As of September 30, 2005, we had cash, cash equivalents and short-term investments
of $64.7 million.



As disclosed in Note 12, the Company acquired SHC Ambeo
Acquisition Corp. (Ambeo) for total cash considerations of $6.15 million on October 24, 2005. This will be a major use of cash for the fourth quarter in 2005.



Operating Activities



The table below aggregates certain line items from the cash flow statement to present the key items affecting our operating activities (in thousands):



|                                          |  |                                |       |                    |   |       
|----------------------------------------- |  | ------------------------------ | ----- | ------------------ | - | ------
|                                          |  | Nine months endedSeptember 30,
|                                          |  | 2005                           |       | 2004 (as restated)
|                                          |  | (unaudited)                   
|Net income                                |  | $                              | 3,117 |                    | $ | 1,687 
|Non-cash adjustments                      |  |                                | 3,576 |                    |   | 5,478 
|Increase in operating assets              |  |                                | 904   |                    |   | 1,353 
|Increase in operating liabilities         |  |                                | 700   |                    |   | 1,560 
|                                          |  |                                |       |                    |   |       
|Net cash provided by operating activities |  | $                              | 8,297 |                    | $ | 10,078
|                                          |  |                                |       |                    |   |       



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Our primary source of operating cash flows is the collection of accounts receivable from our customers. We measure the
effectiveness of our collections efforts by an analysis of average accounts receivable daily sales outstanding (DSO). Collection of accounts receivable and related DSO could fluctuate in the future periods due to timing and amount of our revenues
and the effectiveness of our collection efforts. In the future, collections could also fluctuate based upon the payment terms we extend to our customers. In the past, our payment terms have typically been net thirty days. Our DSO for the three
months ended September 30, 2005 and 2004 were 43 days and 43 days, respectively.



The non-cash adjustments include depreciation and amortization of property and equipment and intangible assets, as well as amortization of deferred stock-based compensation and options issued in exchange for services. These non-cash
adjustments may increase or decrease and, as a result, positively or negatively impact our future operating results, but they will not have a corresponding impact on our cash flows. The decrease in non-cash adjustments was mainly due to a decrease
of $964,000 in amortization of other intangible assets and acquired technology and capitalized software, a decrease of $680,000 in impairment charges, and a $301,000 decrease in depreciation and amortization of property and equipment, and a $165,000
decrease in non-cash stock based compensation amortization offset by an increase of $144,000 in tax benefit arising from disqualifying disposition of stock options.



The decrease in operating assets during the nine months ended September 30, 2005 was primarily due to a decrease in accounts receivable
change of $584,000 and a decrease in prepaid expenses and other assets change of $135,000. The decrease in operating liabilities during the nine months ended September 30, 2005 was primarily due to an increase in deferred revenue change of
$694,000, offset by a decrease in the changes to accounts payable and accrued liabilities change of $1,554,000.



Our operating cash flows may be impacted in the future by the timing of payments to our vendors for accounts payable. We typically pay our vendors and service providers
in accordance with their invoice terms and conditions. The timing of cash payments in future periods will be impacted by the nature of accounts payable arrangements and managements assessment of our cash inflows.



Investing Activities



The table below aggregates certain line items from the cash flow statement to present the key items affecting our investing activities (in
thousands):



|                                                 |  |                                |         |   |      |   |         |  
|------------------------------------------------ |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                 |  | Nine months endedSeptember 30, |        
|                                                 |  | 2005                           |         |   | 2004 |  
|                                                 |  | (unaudited)                    |        
|Proceeds from sales or maturities of investments |  | $                              | 69,490  |   |      | $ | 63,331  |  
|Purchase of investments                          |  |                                | (70,585 | ) |      |   | (66,447 | )
|Purchase of property and equipment               |  |                                | (337    | ) |      |   | (1,300  | )
|Technology acquired and developed                |  |                                |        |   |      |   | (45     | )
|Capitalized acquisition costs                    |  |                                | (62     | ) |      |   |        |  
|                                                 |  |                                |         |   |      |   |         |  
|Net cash used in investing activities            |  | $                              | (1,494  | ) |      | $ | (4,461  | )
|                                                 |  |                                |         |   |      |   |         |  



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The main use of cash used in investing activities during the nine months ended September 30, 2005 was the purchase
of marketable securities for investment purposes, which were converted from cash equivalents. We intend to be consistent with our historical investment practices and invest in high quality short-term investments. We expect to continue to acquire
such investments in the future and receive proceeds from them as they mature or are sold.



Included in cash used in investing activities were purchases of property and equipment. For the nine months ended September 30, 2005 and 2004, purchases of property and equipment were $337,000 and $1,300,000,
respectively.



Financing Activities



The table below presents the key items affecting our financing activities (in thousands):



|                                                     |  |                                |        |   |      |   |         |  
|---------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ------- | -
|                                                     |  | Nine months endedSeptember 30, |       
|                                                     |  | 2005                           |        |   | 2004 |  
|                                                     |  | (unaudited)                    |       
|Repurchase of common stock                           |  | $                              | (3,196 | ) |      | $ | (11,182 | )
|Payments of principal under capital lease obligation |  |                                | (120   | ) |      |   | (52     | )
|Proceeds from exercise of stock options              |  |                                | 386    |   |      |   | 2,519   |  
|                                                     |  |                                |        |   |      |   |         |  
|Net cash used in financing activities                |  | $                              | (2,930 | ) |      | $ | (8,715  | )
|                                                     |  |                                |        |   |      |   |         |  



The primary source of cash in
financing activities during the nine months ended September 30, 2005 was the exercise of approximately 90,000 stock options for $386,000. The main use of cash in financing activities during the nine months ended September 30, 2005 was the
Companys repurchase of 554,000 shares of common stock as part of its stock repurchase program for $3.2 million. Our future liquidity and capital resources could be impacted by the cash proceeds we receive upon exercise of employee stock
options. In addition, we cannot estimate the amount of such proceeds in the future. As of September 30, 2005, we had approximately 995,000 shares remaining available for repurchase under our stock repurchase program. The timing of future
repurchases and the price paid for the shares could have a material impact on our liquidity.



In September 2004, we entered into a $499,000 three-year capital lease agreement with a financial institution to finance acquisition of certain furniture and fixtures and computer equipment. The capital lease
agreement bears interest of 6.1% per annum and has a $1 buyout at its expiration in September 2007. It is likely we will enter into additional capital lease arrangements as long as interest rates remain attractive.



In August 2004, we terminated our $3.0 million revolving credit facility with a financial
institution. We did not intend to utilize this line of credit due to our liquidity position. The financial institution issued an irrevocable standby letter of credit for approximately $120,000 in relation to a real estate lease agreement executed in
April 2004. The standby letter of credit expires on June 1, 2006.



We had
net deferred tax assets totaling $4.7 million as of September 30, 2005 and December 31, 2004. We believe that these net assets will be realizable in the future. As of December 31, 2004, the Company had federal and state net operating
loss carry forwards (NOLs) of approximately $5.0 million and $7.1 million, respectively. These NOLs can be carried forward to offset



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future taxable income, if any. The federal and state NOLs expire in 2006 through 2021, if not utilized. As of December 31, 2004, the Company had
federal, state and foreign research and development credits of approximately $1.6 million, $234,000 and $592,000, respectively. The federal credits expire in 2020 through 2023. The foreign credits expire in 2011 through 2013. The state credits do
not expire. Pursuant to the provisions of Section 382 of the Internal Revenue Code, the amount of benefits from NOLs available to the Company may be limited.



Our contractual obligations consist of facility lease commitments, operating leases for office equipment, and capital leases for property
and equipment. In April 2004, we announced a restructuring plan, and, as a part of that plan, we entered into a new five-year lease commitment and subleased the remainder of our long-term San Francisco office leases. In September 2005, the Company
entered into a five-year operating lease agreement for approximately 2,000 square feet of office space in Virginia. Gross lease payment obligations under the non-cancelable operating and capital leases are as follows (in thousands):



|                                            |  |               |     |                  |   |                       |  |       |     |  |   |      
|------------------------------------------- |  | ------------- | --- | ---------------- | - | --------------------- |  | ----- | --- |  | - | -----
|Year Ending December 31,                    |  | Capital Lease |     | Operating Leases |   | Bank Letter Of Credit |  | Total
|Remainder of 2005                           |  | $             | 45  |                  | $ | 385                   |  |       |    |  | $ | 430  
|2006                                        |  |               | 182 |                  |   | 1,413                 |  | $     | 120 |  |   | 1,715
|2007                                        |  |               | 76  |                  |   | 1,268                 |  |       |    |  |   | 1,344
|2008                                        |  |               |    |                  |   | 764                   |  |       |    |  |   | 764  
|2009                                        |  |               |    |                  |   | 303                   |  |       |    |  |   | 303  
|2010                                        |  |               |    |                  |   | 39                    |  |       |    |  |   | 39   
|                                            |  |               |     |                  |   |                       |  |       |     |  |   |      
|Total minimum lease payments                |  |               | 303 |                  | $ | 4,172                 |  | $     | 120 |  | $ | 4,595
|                                            |  |               |     |                  |   |                       |  |       |     |  |   |      
|Less: amount representing interest          |  |               | 14  |                  |   |                       |  |       |     |  |   |      
|                                            |  |               |     |                  |   |                       |  |       |     |  |   |      
|Present value of net minimum lease payments |  | $             | 289 |                  |   |                       |  |       |     |  |   |      
|                                            |  |               |     |                  |   |                       |  |       |     |  |   |      



We believe that our existing cash,
cash equivalents, short-term investments and cash generated from operations will be sufficient to finance our operations through at least the next 18 months. If we fail to generate cash flow from operations in the future due to an unexpected decline
in revenues or due to a sustained increase in cash expenditures in excess of revenues generated, our cash balances may not be sufficient to fund continuing operations without obtaining additional financing. If additional financing is needed, there
can be no assurance that such financing will be available to us on reasonable business terms, or at all.



FACTORS THAT MAY AFFECT FUTURE RESULTS



In addition to other information in this report, the following factors should be considered carefully in evaluating the Company. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties
that we are unaware of or currently deem immaterial may also become important factors that may harm our business.



We have restated our previously issued financial statements and have material weaknesses in our internal control over financial reporting that require remediation.
Pursuant to Section 404 of the Sarbanes-Oxley Act, we have concluded that our internal control over financial reporting was not effective as of December 31, 2004.



Our Annual Report on Form 10-K included restated consolidated financial information for fiscal years 2000 through 2003, as well as for the
first three quarters of 2004. The restatement of financial information resulted from errors that were identified with respect to the accounting for the impact of foreign currencies and for income taxes. We concluded that these errors constituted
material weaknesses in our internal control over financial reporting. The existence of material weaknesses precluded us from concluding that our internal control over financial reporting was effective as of December 31, 2004.



In addition, following the third quarter of 2004, our Audit Committee
conducted an internal investigation focused on our revenue recognition practices related to transactions with certain distributors and resellers, principally those of our United



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Kingdom subsidiary, Embarcadero Europe. Upon completion of this investigation, we concluded that it was necessary to restate our financial statements to
properly reflect sales to certain distributors and resellers on a sell-through basis, which is consistent with our revenue recognition policy, for the quarters ended March 31 and September 30, 2004. This restatement resulted from a
material weakness in our internal control over financial reporting with respect to the reporting of transactions principally conducted by Embarcadero Europe. In 2005, following discovery of the material weakness, we have taken steps, including
replacing our international controller and other employees of our U.K. subsidiary, and hiring a new corporate controller with worldwide responsibilities and adding a compliance manager, to strengthen our internal controls over financial reporting to
prevent the recurrence of the circumstances that resulted in our determination to restate prior period financial statements.



Because we concluded that our internal control over financial reporting was not effective at December 31, 2004, we could be subject to regulatory sanctions and a
loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to timely meet our
regulatory reporting obligations. Any of these failures could have a negative effect on the trading price of our stock. Further, implementation of remediation procedures related to the material weaknesses will consume managements attention and
result in increased general and administrative expenses.



We must meet
ongoing stringent requirements of NASDAQ to maintain the listing of our common stock in the NASDAQ National Market.



The NASDAQ Stock Market notified us on November 17, 2004 that our securities were subject to delisting from the NASDAQ National Market due to our failure to timely
file a Form 10-Q for the third quarter of 2004. We requested an oral hearing before a NASDAQ Listing Qualifications Panel (the NASDAQ Panel) to appeal the delisting proceedings and request additional time to file the Form 10-Q. This oral
hearing occurred on December 21, 2004. The NASDAQ Panel took no action at that time. We filed the required Form 10-Q for the third quarter of 2004, along with Forms 10-Q/A for the quarters ended March 31, 2004 and June 30, 2004, all
on January 18, 2005. By letter dated January 26, 2005, we received the determination of the Panel granting our request for continued listing in the NASDAQ National Market, subject to the condition that we timely file all required periodic
reports for all reporting periods ending on or before December 31, 2005. Our failure to timely file our Annual Report on Form 10-K for the year ended December 31, 2004 resulted in non-compliance with the determination of the NASDAQ Panel.
By letter dated April 19, 2005, the NASDAQ Stock Market notified us that our failure to timely file our Annual Report was an additional deficiency that would be considered by the NASDAQ Panel in its determination regarding our continued listing
on the NASDAQ National Market. By letter dated May 5, 2005, we received a determination of the Panel granting our request for continued listing on the NASDAQ National Market, subject to continued monitoring of our periodic reports for the
periods ending on or before December 31, 2005. If we fail to comply with NASDAQs requirements for continued listing, we could be subject to immediate delisting. The delisting of our common stock would significantly affect the ability of
investors to trade our securities and would significantly negatively affect the value and liquidity of our common stock.



Our quarterly operating results may fluctuate in future periods, and, as a result, our stock price may fluctuate or decline.



Our operating results have fluctuated from quarter to quarter. We believe that
quarter-to-quarter comparisons of our historical results of operations are not indicative of our future performance. Our revenues and operating results may continue to vary significantly from quarter to quarter due to a number of factors, including
the factors discussed below. Seasonal variations in orders for our products also contribute to fluctuations in our quarterly operating results. These fluctuations are likely to cause corresponding volatility in our stock price, particularly if our
operating results vary from analysts expectations.



Increased costs
associated with corporate governance compliance and our Audit Committee investigation may significantly impact the results of our operations.



Changing laws, regulations and standards relating to corporate governance, public disclosure and compliance practices, including the Sarbanes-Oxley Act of 2002, new SEC
regulations and NASDAQ National Market rules, are creating uncertainty for companies such as ours in understanding and complying with these laws, regulations and standards. As a result of this uncertainty and other factors, devoting the necessary
resources to comply with evolving corporate governance and public disclosure standards has resulted in increased general and administrative expenses and a diversion of management time and attention to compliance activities. We also expect these
developments to continue to increase our legal compliance and financial reporting costs compared to historical costs. However, compliance costs in 2005 are expected to be lower than in 2004 as we control our costs in our second year of compliance.
In addition, these developments may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain such coverage.
Moreover, we may not be able to comply with these new rules and



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regulations on a timely basis. These developments could make it more difficult for us to attract and retain qualified members of our board of directors or
qualified executive officers.



Additionally, we have incurred significant
legal, accounting and consulting costs in connection with our Audit Committee investigation completed in January 2005. The costs of the investigation totaled $2.0 million, of which $189,000 was recorded in operating expenses in the nine month period
ended September 30, 2005. As a result, our results of operations for the nine months ended September 30, 2005 were adversely affected. In addition, we will continue to incur general and administrative expenses as we implement, test and
refine our internal control over financial reporting and recruit new personnel into our finance organization in accordance with Section 404 of the Sarbanes-Oxley Act and the Audit Committee recommendations.



If sales of DBArtisan fall, our revenues and income may decline.



A significant portion of our revenues is derived from sales of our DBArtisan product. For
the three and nine months ended September 30, 2005, DBArtisan and DBArtisan add-on products accounted for more than 37% and 35% of our license revenues, respectively. We expect that sales of DBArtisan will continue to represent a substantial
portion of our license revenues for the foreseeable future. In addition, many of our customers initiate a relationship with us by purchasing DBArtisan. If demand for DBArtisan declines due to competition, technological change or other factors, our
revenues and income may decline significantly.



If our products do not
perform as expected, we may lose customers, our costs will increase and revenues may be delayed or lost.



Computer software such as ours often contains undetected errors and may contain design flaws. Errors may be found in current versions, new versions, or enhancements of
our products after we make commercial shipments. If our software contains undetected errors, performs unreliably, or if we otherwise fail to meet our customers expectations, we may suffer:



| |  |  | loss of revenues, market share or customers;
| | - |  | --------------------------------------------



| |  |  | negative publicity and harm to our reputation;
| | - |  | ----------------------------------------------



| |  |  | diversion of research and development and management resources;
| | - |  | ---------------------------------------------------------------



| |  |  | increased maintenance and warranty costs;
| | - |  | -----------------------------------------



| |  |  | legal actions by customers against us; and
| | - |  | ------------------------------------------



| |  |  | increased insurance costs.
| | - |  | --------------------------



If we do not generate new business from our existing customers and add new customers from our new or existing products, we will not be able to sustain or increase our revenues.



Our license arrangements generally do not provide for substantial ongoing license or
maintenance payments. Therefore, our future revenue growth depends on our success in expanding our relationships with existing customers and attracting new customers. Our ability to expand our relationships with existing customers and attract new
customers will depend on a variety of factors, including the performance, quality, breadth, and depth of our current and future products and maintenance. Our failure to expand relationships with existing customers or to add new customers would
reduce our future license and maintenance revenues. In addition, if our existing customers do not renew their support contracts, our future maintenance revenues will be adversely affected.



Our operating results would be harmed if the recovery of information technology
spending does not continue.



The markets into which we sell our
products are cyclical and are subject to general economic conditions. Although the information technology market has recovered in second half of 2003 and was generally better in 2004, economic conditions remain uncertain and the recovery may not be
sustained. During the first quarter of 2005, we experienced a slowdown in sales closure rates in the United States that may have been Company specific or a result of macroeconomic changes. While our closure rates improved in the second and third
quarters of 2005, any renewed slowdown in the database market or in general economic conditions would likely result in a reduction in demand for our products and our results of operations would be harmed.



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If we are not able to attract and retain qualified personnel, our business will not be able to grow.



Our success depends on the continued service of our executive
officers and other key administrative, sales and marketing, research and development, and support personnel. None of our executive officers or key employees is bound by an employment agreement for any specific term, and we do not maintain any key
person life insurance policies.



We have added, and we continue to recruit, new
personnel for our finance and sales organization. We have enhanced our accounting and finance capabilities by appointing various senior personnel. Our business will not be able to grow if we cannot continue to fill these positions and attract,
retain, and motivate other qualified personnel. Competition for qualified employees remains intense and we may not be able to attract, assimilate, or retain highly qualified personnel in the future. There has been in the past and there may also be
in the future a shortage of personnel that possess the technical background necessary to sell, support, and develop our products effectively. It has also become more difficult to recruit qualified financial personnel since the implementation of the
new laws, regulations and standards relating to corporate governance, public disclosure and financial reporting. Some of our current employees and those that we seek to hire may be subject to non-competition or non-solicitation covenants that could
further limit our ability to attract or retain qualified personnel.



If
the members of our management and finance teams are unable to work together effectively, our ability to manage our business will suffer.



Several members of our management and finance teams have not previously worked together, and we cannot be sure that they will be able to work together effectively. Our
management and finance teams have changed significantly in 2005. In October 2005, Raj Sabhlok, our existing Chief Financial Officer was promoted to Senior Vice President of Operations, and we appointed Michael Shahbazian as our new Chief Financial
Officer. During 2005, we have also hired a new international controller, a new worldwide controller and a compliance manager. If these and other members of our management and finance teams cannot work together effectively, our ability to manage our
business will suffer.



Our financial statements have been and could again
be impacted by unauthorized and improper actions of our personnel.



As
we have experienced with our recent restatements, our financial statements can be adversely impacted by our employees errant or improper actions. For instance, revenue recognition depends on, among other criteria, the terms negotiated in our
contracts with our customers. Our personnel may act outside of their authority and negotiate additional terms without our knowledge which could impact our ability to recognize revenue in a timely manner. For instance, in the event that our sales
personnel have negotiated terms that do not appear in the contract and of which we are unaware, whether the additional terms are written or oral, we could be prevented from recognizing revenue in accordance with our policy. Furthermore, depending on
when we learn of unauthorized actions and the size of transactions involved, we may have to restate our financial statements for a previously reported period, which could seriously harm our business, operating results and financial condition. We
have implemented new controls to prevent such conduct, but we cannot be certain that these new controls will be effective.



An unfavorable government review of our tax returns or changes in our effective tax rates could adversely affect our operating results.



Our operations are subject to income and transaction taxes in the United States and in
multiple foreign jurisdictions. Our tax filings are subject to review or audit by the Internal Revenue Service and state, local and foreign taxing authorities. We exercise judgment in determining our worldwide provision for income taxes and, in the
ordinary course of our business, there may be transactions and calculations where the ultimate tax determination is uncertain.



We are currently under Internal Revenue Service (the IRS) audit of our United States federal income tax return for the fiscal year ended 2003. As of
September 30, 2005, the IRS had not issued any proposed adjustments to the amounts reflected by us on our return. However, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations.
If the IRS audit results in assessment of additional taxes due, there exists the possibility of a material adverse impact on the results in operations of the period in which the matter is ultimately resolved or an unfavorable outcome becomes
probable and reasonably estimable.



Acquisitions of companies or
technologies may result in disruptions to our business.



In October
2005, we completed the acquisition of Ambeo, a privately-held company providing database auditing and activity monitoring products, as disclosed in Note 12 to the consolidated financial statements. We may make additional strategic acquisitions of
companies, products, or technologies as necessary in order to implement our business strategy. If we are unable



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to successfully integrate Ambeo or other acquisitions with our existing operations, we may not receive the intended benefits of such acquisitions and the
revenues and operating results of the combined company may decline. Any acquisition may temporarily disrupt our operations and divert managements attention from day-to-day operations.



In addition, acquisitions may subject us to unanticipated liabilities or risks, including
litigation and the costs and uncertainties related to legal proceedings. For example, we recently settled litigation related to our acquisition of Engineering Performance, Inc, in November 2000, incurring litigation settlement costs of approximately
$573,000 in the nine months ended September 30, 2005.



While we have
financed our acquisitions to date primarily through our working capital, we may incur debt or issue equity securities to finance future acquisitions. The issuance of equity securities for any acquisition could be substantially dilutive to our
stockholders. In addition, our profitability may suffer due to acquisition-related expenses.



The expansion of our international operations exposes us to risks.



We expect to continue to expand our international sales and research and development operations. As a result, we could face a number of risks from our expanding
international operations:



| |  |  | staffing and managing foreign operations;
| | - |  | -----------------------------------------



| |  |  | complying with increased financial accounting and reporting complexities, including implementing effective internal controls across international operations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | complying with foreign redundancy notification and severance payment obligations;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | potentially adverse tax consequences;
| | - |  | -------------------------------------



| |  |  | the loss of revenues and net income resulting from currency fluctuations;
| | - |  | -------------------------------------------------------------------------



| |  |  | compliance with a wide variety of complex foreign laws and treaties;
| | - |  | --------------------------------------------------------------------



| |  |  | the impact of war or terrorist activities;
| | - |  | ------------------------------------------



| |  |  | reduced protection for intellectual property rights in some countries;
| | - |  | ----------------------------------------------------------------------



| |  |  | licenses, tariffs and other trade barriers;
| | - |  | -------------------------------------------



| |  |  | longer sales and payment cycles; and
| | - |  | ------------------------------------



| |  |  | costs and difficulties of customizing products for foreign countries.
| | - |  | ---------------------------------------------------------------------



Further expansion of our international operations may require significant management attention and financial resources and may place burdens on our management,
administrative, operational and financial infrastructure. Our possible investments to establish facilities in other countries may not produce desired levels of revenues or profitability, which would negatively affect our stock price.



We invest heavily in research and development with no guarantee of return from the
investments that we make.



We have invested significant resources in
the development of new products. If our new products are not accepted in the marketplace, we may not achieve future revenue growth and may have limited return on the investments that we have made. In addition, we plan to continue to invest in
research and development and could fail to achieve expected returns from future investments.



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If we are not able to enhance our existing products to adapt to rapid technological change, or we introduce new
products that do not achieve market acceptance, our revenues and earnings may suffer and we may experience loss of market share.



The market for our products is characterized by rapid technological change, frequent product introductions and enhancements, uncertain product lifecycles, and changes in
customer demands and industry standards. Our success depends on our ability to continue to:



| |  |  | enhance our current products;
| | - |  | -----------------------------



| |  |  | introduce new products that keep pace with technological developments and market conditions;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | satisfy increasingly complicated customer requirements;
| | - |  | -------------------------------------------------------



| |  |  | integrate our products with multiple database platforms; and
| | - |  | ------------------------------------------------------------



| |  |  | modify our products as database platforms change.
| | - |  | -------------------------------------------------



However, due to the nature of computing environments, new products and product enhancements could require longer development and testing periods than we currently
anticipate. Moreover, if we develop new products that do not achieve market acceptance, we may not be able to recoup development and marketing expenses, which could harm our operating results.



The introduction of new technologies and the emergence of new industry standards may render
our existing products obsolete and unmarketable. Delays in the general availability of new releases or problems in the installation or implementation of new releases could harm our business and operating results. We may not be successful in
developing and marketing, on a timely and cost-effective basis, new products or new product enhancements that respond to technological change, evolving industry standards, or customer requirements. Our failure to do so would render our products
obsolete and could harm our ability to compete. In addition, our products and product enhancements may not achieve market acceptance.



Large sales of our products and maintenance involve a lengthy sales cycle, which could cause delays in recognizing revenue or the failure to obtain revenue.



Our field sales focus on large sales of our products where the
product packages are larger with higher starting prices and longer evaluation periods than our traditional products. These large sales typically involve sales cycles between six and twelve months. This lengthy sales cycle is due to the need to
educate and convince prospective customers of the value of our products and to gain approval from more constituencies within a prospective account, including key management personnel.



The timing of our revenues has become more difficult to forecast because of this lengthy sales cycle for large sales. We may expend
substantial time and resources to negotiate transactions with prospective customers but then be delayed in concluding, or be unable to conclude, sales of our products and maintenance. Any delay in, or failure to complete, sales in a particular
period would reduce our revenues in that period as well as in subsequent periods over which revenues for the sale may be recognized. If we were to experience a delay on one or more large orders, it could harm our ability to meet our forecasts for a
given period. If our sales cycle unexpectedly lengthens in general or for one or more large sales, it could negatively affect the timing of our revenues and may cause our revenues and operating results to vary significantly from period to period.



Our high fixed operating expenses might adversely affect our
profitability if future revenue expectations are not met.



The
majority of our operating expenses consist of personnel and related expenses and facility related costs. These costs are relatively fixed in the short-term, and our operating decisions such as when to hire additional personnel and when to expand our
facilities and infrastructure are based in large part on expectations about expected future revenues. If we hire personnel and enter into facilities contracts based on our expectations about future revenues, and then fail to meet those revenue
expectations, we would likely have lower than expected earnings per share, which would negatively affect our stock price.



We may have future non-recurring charges in the event of goodwill impairment.



We adopted SFAS No. 142 on January 1, 2002, and, as a result, we ceased to amortize goodwill. We now test our goodwill for
impairment on an annual basis or in the event of a significant change in our business. We performed our impairment test in September 2005 and determined that there had been no impairment to our goodwill. As of September 30, 2005, our goodwill
balance was $10.7 million. In the future, if we determine that this goodwill has been impaired, we will be required to take a non-recurring charge to write down this asset, which would adversely affect our earnings and book value.



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We may lose market share and be required to reduce prices as a result of competition from our existing competitors
and other independent software vendors and developers of software.



The market for our products is highly competitive, dynamic, and subject to rapidly changing technology. Pricing pressure in the market has increased as competitors have lowered prices and engaged in more aggressive discounting. If such
pricing pressure continues, it could have an adverse effect on our margins.



We
compete primarily against other providers of data and database management, data performance and availability, enterprise data design and modeling, and data movement technologies, which include Computer Associates, Quest Software, BMC Software,
IBM/Rational Software, Borland Software Corporation, Informatica Corporation, Ascential Software, and other independent software vendors. Our products also compete with products offered by database software manufacturers, including Oracle,
Microsoft, Sybase and IBM. Some of these competing products are provided at no charge to their customers. We expect that companies such as Oracle, Microsoft, Sybase, and IBM will continue to develop and incorporate into their products applications
which compete with our products and may take advantage of their substantial technical, financial, marketing and distribution resources in those efforts. We may not be able to compete effectively with those products or efforts, which could
significantly harm our business and operating results.



There has been
consolidation in our industry, such as IBMs acquisition of Rational Software and Borland Software Corporations acquisition of Togethersoft. These and any future acquisitions may have the effect of improving the competitive positions of
the acquired companies and weakening our competitive situation. To effectively compete as the industry consolidates, we may need to seek alliances with other companies in order to gain better acceptance of our products. We may not be able to enter
into such alliances on terms favorable to us or at all.



In addition, if the
market for application and data lifecycle management products grows, some of our competitors may increase their focus on offering software directly competitive with ours, whether by internal development, external development, or acquisition. Our
competitors may also attempt to keep us from integrating our software with theirs, making it more difficult for our customers to adopt our software. If such increased competition were to result in resistance to integration of our software with the
software of these competitors, we may have difficulty entering markets where our competitors have strong market positions.



Further, if a single database platform were to gain a considerably larger share of the database market than other database platforms, we would lose our multi-platform
competitive advantage and our sales would suffer. Many of our competitors have longer operating histories, substantially greater financial, technical, marketing and other resources, and greater name recognition than we do. They also may be able to
respond more quickly than we can to changes in technology or customer requirements. Competition could seriously impede our ability to sell additional products on acceptable terms. Our competitors may pursue the following actions:



| |  |  | develop and market new technologies that render our products obsolete, unmarketable or otherwise less competitive;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | make strategic acquisitions or establish cooperative relationships among themselves or with other companies, thereby enhancing the functionality of their products; or
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establish or strengthen cooperative relationships with channel or strategic partners which limit our ability to sell or to co-market products through these channels.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



Competitive pressures could reduce our market share, reduce
customer orders, reduce gross margins, or require us to reduce our prices, any of which would harm our operating results.



International political instability may increase our cost of doing business and disrupt our business.



Continued international political instability, evidenced by the threat or occurrence of
terrorist attacks, enhanced national security measures, sustained military action in Afghanistan and Iraq, strained international relations with foreign governments and other international conflicts, may halt or hinder our ability to do business,
may increase our costs, and may adversely affect our stock price. This continued instability may, for example, negatively impact the reliability and cost of transportation, negatively affect the desire of our employees and customers to travel,
adversely affect our ability to obtain adequate insurance at reasonable rates, or require us to take extra security precautions for our domestic and international operations. In addition, this international political instability has had and may
continue to have negative effects on financial markets, including



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significant price and volume fluctuations in securities markets. If this international political instability continues or escalates, our business and results
of operations could be harmed and the market price of our common stock could decline.



Our proprietary rights may be inadequately protected and infringement claims or independent development of competing technologies could harm our competitive position.



We rely on copyright and trademark laws, trade secrets, confidentiality procedures, and
contractual provisions to establish and protect our proprietary rights. We also enter into confidentiality agreements with employees and consultants and attempt to restrict access to proprietary information on a need-to-know basis. Despite such
precautions, unauthorized third parties may be able to copy aspects of our products or obtain and use information that we consider as proprietary.



We license our software products primarily under shrink-wrap licenses delivered electronically with our software products. Shrink-wrap licenses are not negotiated with or
signed by individual licensees and purport to take effect upon installation of the product or downloading of the product from the Internet. These measures afford only limited protection. Policing unauthorized use of our products is difficult and we
are unable to determine the extent to which piracy of our software exists. In addition, the laws of some foreign countries do not protect our proprietary rights as well as the laws of the United States. We may have to enter into litigation to
enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others with respect to our rights. Litigation is generally very expensive and can divert the attention of management from daily operations.
Accordingly, any intellectual property litigation could disrupt our operations and harm our operating results. Further, the cost we may need to incur in connection with the defense of such lawsuits, if significant, could harm our financial
condition.



We are not aware of any case in which we are infringing the
proprietary rights of others. However, third parties may bring infringement claims against us. Any such claim is likely to be time consuming and costly to defend, could cause product delays and could force us to enter into unfavorable royalty or
license agreements with third parties. A successful infringement claim against us could require us to enter into a license or royalty agreement with the claimant or develop alternative technology. However, we may not be able to negotiate favorable
license or royalty agreements, if any, in connection with such claims and we may fail to develop alternative technology on a timely basis. Accordingly, a successful product infringement claim against us could harm our business and operating results.



We are susceptible to business interruptions that could harm our
business.



Our operations are vulnerable to damage or interruption
from computer viruses, human errors, natural disasters, telecommunications failures, intentional acts of vandalism, and other similar events. In particular, our corporate headquarters are located in San Francisco, which is known for its seismic
activities. Although we have a disaster recovery plan for critical data and business applications, this does not provide assurance that we would not suffer a business interruption. A significant business interruption would result to losses or
damages to our operation and harm our business. Our business interruption insurance may not be adequate to compensate us for losses that might occur, which would result in increased expenses and harm our operating results.



Certain persons have substantial control over us, which could impede stockholder
approval of certain transactions.



Our executive officers and
directors, in the aggregate, beneficially held 24% of our outstanding common stock as of September 30, 2005. These stockholders, if acting together, can significantly influence all matters requiring approval by our stockholders, including the
approval of equity compensation plans, the election of directors and the approval of mergers or other business combination transactions.



We expect the price of our common stock to remain volatile, making it difficult for our stockholders to predict the return on their investment.



Since our initial public offering, the market price of our common stock has fluctuated
significantly in response to a number of factors, including:



| |  |  | market reactions to our announcement of the restatements of our financial statements for the years 2000, 2001, 2002 and 2003, the inability of the investing public to rely on our
previously issued financial information for those years and the quarters ended March 31, June 30, and September 30, 2004 and 2003, and the delayed filing of the Form 10-K for 2004;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | market reaction to our announcement of the delayed filing of our Form 10-Q for the quarter ended
| | - |  | ------------------------------------------------------------------------------------------------



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| | September 30, 2004, and the inability of the investing public to rely on our previously issued financial statements for the quarters ended March 31
and June 30, 2004;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in market valuation of software and technology companies;
| | - |  | -----------------------------------------------------------------



| |  |  | quarterly variations in our operating results;
| | - |  | ----------------------------------------------



| |  |  | global and domestic economic and political conditions;
| | - |  | ------------------------------------------------------



| |  |  | changes in financial estimates by securities analysts;
| | - |  | ------------------------------------------------------



| |  |  | announcements that we or our competitors make related to significant contracts, acquisitions, capital commitments, strategic partnerships or product introductions or enhancements;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | additions or departures of key personnel;
| | - |  | -----------------------------------------



| |  |  | stock market price and volume fluctuations, which are particularly volatile among securities of software and Internet companies; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | sales of significant amounts of our common stock or other securities in the open market.
| | - |  | ----------------------------------------------------------------------------------------



Provisions of our charter and bylaws and Delaware law could deter takeover attempts that might be beneficial to our stockholders.



Provisions of our amended and restated certificate of incorporation
and bylaws as well as Delaware law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. We are subject to the provisions of Delaware law that restrict business combinations with
interested stockholders, which may have the effect of inhibiting a non-negotiated merger or other business combinations.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------



Interest Rate Risk



Our exposure to market risk for changes in interest rates primarily relates to our investment portfolio, which at September 30, 2005 included auction rate securities with a fair value of approximately $53.6
million. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk. From time to time, some of the securities in
which we invest may be subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. For example, if we hold a security that was issued with an interest rate fixed at the
then-prevailing rate and the prevailing interest rate later rises, the principal amount of our investment will probably decline. To minimize this risk in the future, we intend to maintain our portfolio of cash equivalents, marketable securities in
money market funds, tax-exempt municipal auction rate securities and tax exempt municipal bonds. The risk associated with fluctuating interest rates is limited to our investment portfolio. Based on our portfolio as of September 30, 2005, if
interest rates were to change by 10%, interest income could be impacted positively or negatively by approximately $245,000 on an annualized basis. There would be no material impact on the fair market value of the portfolio. As of September 30,
2005, all of our investments were in tax-exempt municipal auction rate securities.



Foreign Exchange Risk



Our operations are conducted primarily
in the United States and are denominated in United States dollars. A small but growing portion of our sales originate through our European subsidiary and are denominated in Pounds Sterling. With respect to such sales, revenues are collected and
operating expenses are generally paid in Pounds Sterling. Accordingly, we are exposed to volatility in sales and earnings within Europe due to fluctuations in foreign exchange rates.



Our exposure to foreign exchange risk is related to the magnitude of foreign net profits and losses denominated in Pound Sterling, as
well as our net position of monetary assets and monetary liabilities in Pound Sterling. These exposures have the potential to produce either gains or losses within our consolidated results.



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In addition, our European operations in some instances act as a natural hedge because both operating expenses and sales
are denominated in local currency. In these instances, although an unfavorable change in the exchange rate of Pound Sterling against the U.S. dollar will result in lower sales when translated to U.S. dollars, operating expenses will also be
lower.



We believe an immediate increase of 10% in the exchange rates of the
U.S. dollar to Pound Sterling may have a material impact on our operating results or cash flows. For example, in 2004 the Pound Sterling exchange rate strengthened by approximately 12% over 2003, which improved earnings per share by
approximately $0.01.



Our international business is subject to risks,
including, but not limited to changing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility when compared to the United States. Accordingly, our future
results could be materially adversely impacted by changes in these or other factors.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------



(a) Evaluation of Disclosure Controls and Procedures



Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities and Exchange Act of 1934) as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and
procedures were not effective as of September 30, 2005 due to the material weaknesses in our internal controls over financial reporting previously reported in our Annual Report on Form 10-K/A filed on April 25, 2005.



(b) Changes in Internal Controls over Financial Reporting



During the quarter ended September 30, 2005, in addition to the steps disclosed in our
10-Qs for the quarters ended June 30, 2005 and March 31, 2005, we continued to take steps to strengthen our internal controls over financial reporting. Steps taken for the quarter ended September 30, 2005 included the following:



| |  |  | We continued to enhance the corporate finance oversight and controls over key financial activities for foreign subsidiaries, such as inter-company transactions and reconciliations.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As we continued to improve our internal controls, we also engage in the assessment of their design and operational effectiveness through management testing.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We continued to recruit experienced personnel to our finance organization. During the third quarter, we engaged a consultant to assist us with our internal controls testing.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



While we believe we have enhanced, and will continue to enhance,
our controls over financial reporting with the steps above and by implementing other previously disclosed measures, as of September 30, 2005, we cannot conclude that these new internal controls are effective until they operate for a sufficient
period of time and are tested with satisfactory results.



PART II



OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------



Information with respect to this item is incorporated by reference to Note 10 of the Notes to the Condensed Consolidated Financial Statements included
herein on page 12 of this Quarterly Report on Form 10-Q.



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|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



(c) Pursuant to our publicly announced stock repurchase program approved by our Board of Directors in September 2001 and amended as of July
2002, July 2004 and October 2004, we are authorized to repurchase up to an aggregate of 4,230,000 shares of common stock. Under this stock repurchase program, depending on market conditions and other factors, we may make repurchases from time
to time in the open market and in negotiated transactions, including block transactions. This stock repurchase program may be terminated at any time. The following table sets forth information on the Companys common stock repurchase program
activity for the quarter ended September 30, 2005 (amounts in thousands, except average price paid per share):



|                                 |  |                       |  |                            |      |                                                                              |       |                                                                         |      
|-------------------------------- |  | --------------------- |  | -------------------------- | ---- | ---------------------------------------------------------------------------- | ----- | ----------------------------------------------------------------------- | -----
|                                 |  | NumberSharesPurchased |  | Average PricePaidPer Share |      | Total Number ofShares Purchased asPart of PubliclyAnnouncedPlans or Programs |       | Maximum Number ofShares That May YetBe Purchased UnderPlans or Programs
|                                 |  |                       | 
|July 1  July 31, 2005           |  |                      |  |                            |     |                                                                              | 3,037 |                                                                         | 1,193
|August 1  August 31, 2005       |  | 196                   |  | $                          | 5.64 |                                                                              | 3,233 |                                                                         | 997  
|September 1  September 30, 2005 |  | 2                     |  |                            | 5.99 |                                                                              | 3,235 |                                                                         | 995  
|Total:                           |  | 198                   |  | $                          | 5.64 |                                                                              | 3,235 |                                                                         | 995  



|ITEM 6. | EXHIBITS
|------- | --------



(a) Exhibits:



The following documents are furnished as Exhibits to this Report:



|     |  |                                                                                                                                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|10.1 |  | Lease agreement between Embarcadero Technologies, Inc. and Plaza America Office Development, LLC                                                                                                      
|     | 
|31.1 |  | Certification of Stephen Wong pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|     | 
|31.2 |  | Certification of Michael Shahbazian pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                          
|     | 
|32.1 |  | Certification of Stephen Wong pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002      
|     | 
|32.2 |  | Certification of Michael Shahbazian pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002



SIGNATURE



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



EMBARCADERO TECHNOLOGIES , INC .By:

/S/    MICHAEL
SHAHBAZIANMichael ShahbazianSenior Vice President and Chief Financial Officer




Date: November 4, 2005



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