<PAGE>

                                                                    Exhibit 99.1
                                                                    ------------

                              CAUTIONARY STATEMENT

Carleton Corporation ("Carleton" or the "Company"), or persons acting on behalf
of the Company, or outside reviewers retained by the Company making statements
on behalf of the Company, or underwriters, from time to time, may make, in
writing or orally, "forward-looking statements" as defined under the Private
Securities Litigation Reform Act of 1995 (the "Act").  This Cautionary Statement
is for the purpose of qualifying for the "safe harbor" provisions of the Act and
is intended to be a readily available written document that contains factors
which could cause results to differ materially from those projected in such
forward-looking statements.  These factors are in addition to any other
cautionary statements, written or oral, which may be made or referred to in
connection with any such forward-looking statement.

The following matters, among others, may have a material adverse effect on the
business, financial condition, liquidity, results of operations or prospects,
financial or otherwise, of the Company.  Reference to this Cautionary Statement
in the context of a forward-looking statement shall be deemed to be a statement
that any one or more of the following factors may cause actual results to differ
materially from those which might be projected, forecast, estimated or budgeted
by the Company in such forward-looking statement or statements:

DEPENDENCE ON PRINCIPAL PRODUCTS

Substantially all of the Company's revenues are derived from the sale of data
integration tools, primarily the Pure Extract and PureIntegrate product lines,
and related support services.  Accordingly, any event that adversely affects
fees derived from the sale of such tools, such as competition from other
products, significant flaws in the Company's software products or
incompatibility with third party hardware or software products, negative
publicity or evaluation, or obsolescence of the hardware platforms or software
environments in which the systems operate, could have a material adverse effect
on the Company's business and operations.  The Company's future financial
performance will depend on the continued development and introduction of new and
enhanced version of its products, and on customer acceptance of such new and
enhanced products.

RAPID TECHNOLOGICAL CHANGE AND NEW  PRODUCTS

The market for the Company's software products is characterized by rapid
technological advances, evolving industry standards, changes in end-user
requirements and frequent new product introductions and enhancements.  The
introduction of products embodying new technologies and the emergence of new
industry standards could render the Company's existing products and products
under development obsolete and unmarketable.  Accordingly, the Company's future
success will depend upon its ability to enhance its current products and develop
and introduce new products that keep pace with technological developments,
satisfy varying end-user requirements and achieve market acceptance.  Any
failure by the Company to anticipate or respond adequately to technological
developments or end-user requirements, or any significant delays in product
development or introduction, could damage the Company's competitive position and
have a material adverse effect on revenues.  There can be no assurance that the
Company will be successful in developing and marketing new products or product
enhancements on a timely basis or that the Company will not experience
significant delays in the future, which could have a material adverse effect on
the Company's business, results of operations and financial condition.  In
addition, there can be no assurance that new products or product enhancements
developed by the Company will achieve market acceptance.

Furthermore, software programs as complex as those offered by the Company may
contain undetected errors or "bugs" when first introduced or as new versions are
released that, despite testing by the Company, are discovered only after a
product has been installed and used by customers.  There can be no assurance
that errors will not be found in future releases of the Company's software, or
that any such errors will not impair the market acceptance of these products and
adversely affect operating results.  Problems encountered by customers
installing and implementing new releases or with the performance of the
Company's products could have a material adverse effect on the Company's
business, results of operations and financial condition.
<PAGE>

DEPENDENCE ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

Carleton relies on a combination of copyright, trademark and trade secret laws,
employee and third-party nondisclosure agreements and other industry standard
methods for protecting ownership of its proprietary software.  There can be no
assurance, however, that, in spite of these precautions, an unauthorized third
party will not copy or reverse-engineer certain portions of the Company's
products or obtain and use information that the Company regards as proprietary.
Although the Company's licenses contain confidentiality and nondisclosure
provisions, there can be no assurance that such customers will take adequate
precautions to protect the Company's source codes or other confidential
information.  In addition, the laws of some foreign countries do not protect the
Company's proprietary rights to the same extent as do the laws of the United
States.  There can be no assurance that the mechanisms used by the Company to
protect its software will be adequate or that the Company's competitors will not
independently develop software products that are substantially equivalent or
superior to the Company's software products.

Furthermore, the Company may receive notices from third parties claiming that
the Company's products infringe third party proprietary rights.  The Company
expects that, as the number of software products in the industry increases and
the functionality of these products further overlaps, software products will
increasingly be subject to such claims.  Any such claim, with or without merit,
could result in costly litigation and require the Company to enter into royalty
or licensing arrangements.  Such royalty or license arrangements, if required,
may not be available on terms acceptable to the Company or at all.

SOFTWARE ERRORS

Problems with the Company's software programs may affect our sales.  The
Company's products contain complex software programs.  The Company cannot be
sure that the tests that we run on our products will reveal all errors or "bugs"
that these programs may contain.  Any failure to detect "bugs" in current or
future versions of these programs before the Company releases them to customers
would decrease our sales and adversely affect our future business prospects.
The Company may also encounter unanticipated technical problems relating to the
development and servicing of our products.  Some of these problems may be beyond
our financial and technical capacity to solve.  The failure to adequately
address any such problem could have a material adverse affect on the Company's
business, results of operations and financial condition.

PRODUCT LIABILITY

The Company incurs risks of professional and other liability given the nature of
the products it develops and markets.  No assurance can be given that the
limitations of liability set forth in the Company's license agreements and other
contracts would be enforceable or would otherwise protect the Company from
liability for damages to a customer resulting from a defect in one of the
Company's products or arising as a result of professional services rendered by
the Company.  Such a claim, if successful and of sufficient magnitude, could
have a material adverse effect on the Company's business, results of operations
and financial condition.

COMPETITION

The computer software industry is intensely competitive, rapidly changing and
significantly affected by new product offerings and other market activities.  A
number of companies offer products similar to the Company's products.  Many of
the Company's existing competitors, as well as a number of potential
competitors, have more established and larger marketing and sales organizations,
significantly greater financial and technical resources and a larger installed
base of customers than the Company.  The Company has no proprietary barriers to
entry which would limit competitors from developing similar products or selling
competing products in the Company's markets.  Accordingly, there can be no
assurance that such competitors will not offer or develop products that are
superior to the Company's products or that achieve greater market acceptance.
Competition is likely to increase, which may result in price reductions and loss
of market share.  The Company will also continue to face competition from
potential customers who will decide to try meet their needs through the use of
internal resources.   There can be no assurance that the Company will be able to
compete successfully against its competitors or that the competitive pressures
faced by Carleton will not adversely affect its financial performance.
<PAGE>

The Company's principal markets are highly fragmented and consist of a few large
multinational suppliers and a much larger number of small, regional competitors.
The Company believes that its industry will experience consolidation as
management information systems become more complex and as more manufacturers
adopt sophisticated management information systems, forcing smaller companies in
the industry to specialize or merge with their competitors.  In order to compete
effectively in the broad markets which the Company presently targets, the
Company will need to continue to grow and attain sufficient size to ensure that
it can develop new products on a timely basis in response to evolving technology
and new customer demands and can sell such products on a timely basis to a
variety of manufacturing industries worldwide.  No assurance can be given that
the Company will be able to grow sufficiently to enable it to compete
effectively.

In order to be successful in the future, the Company must respond effectively to
customer needs and properly select and incorporate those technologies and
application functionalities that will meet the challenges posed by competitors'
innovations.  To accomplish these critical objectives, the Companny must
continue to invest in enhancing its current products and, when necessary,
introduce new products to remain competitive.

DEPENDENCE ON KEY EMPLOYEES

The Company is dependent upon the continued services and management experience
of Robert Gordon and other executive officers.  If Mr. Gordon or any of such
other executive officers were to leave the Company, the Company's operating
results could be adversely affected.  In addition, the Company's continued
growth depends on its ability to attract and retain skilled employees and on the
ability of its officers and key employees to manage growth successfully.  The
loss of certain key employees or the Company's inability to attract and retain
other qualified employees could have a material adverse effect on the Company's
business, results of operations and financial condition.

ABILITY TO RECRUIT SALES, SERVICE AND IMPLEMENTATION PERSONNEL

The ability to achieve anticipated revenues is substantially dependent on the
ability of Carleton to attract on a timely basis and retain skilled personnel,
especially sales, service and implementation personnel.  In addition, the
Company believes that its future success will depend in large part on its
ability to attract and retain highly skilled technical, managerial, marketing
and professional services personnel to ensure the quality of products and
services provided to its customers.  Competition for such personnel, in
particular for product development, sales and implementation personnel, is
intense, and the Company competes in the market for such personnel against
numerous companies, including larger, more established companies with
significantly greater financial resources than the Company.  There can be no
assurance that the Company will be successful in attracting and retaining
skilled personnel.  The Company's inability to attract and retain qualified
employees could have a material adverse effect on its business and operations.

DEPENDENCE ON THIRD PARTY SUPPLIERS

The Company's products incorporate and use software products developed by other
entities.  There can be no assurance that all of these entities will remain in
business, that such entities will continue to support these product lines, that
their product lines will remain viable or that these products will otherwise
continue to be available to the Company.  If any of these entities ceases to do
business or abandons or fails to enhance a particular line, the Company may need
to seek other suppliers or make material changes to its own products, which
could have a material adverse effect on the Company's business and operations.

SIGNIFICANT OPERATING LOSSES

The Company has sustained significant operating losses from continuing
operations in each of its past three fiscal years.  The losses were due to many
factors.  The most significant factors were the low sales volume generated from
the continuing business as it was developing and the fixed component of the
operational infrastructure.  The Company's ability to return to profitability is
dependent upon the continued development and successful marketing of its
products.  There can be no assurance, however, that the Company will be able to
return to profitability.
<PAGE>

WORKING CAPITAL

The Company's working capital has been declining significantly.  The Company
estimates that its current cash balances will not be sufficient to fund
operations of the Company through the end of fiscal 2000.  There can be no
assurance that the Company will be able to obtain additional financing on
satisfactory terms, or at all.  If the Company is unable to obtain additional
financing, it will be forced to cease operations and it may be forced to seek
protection under bankruptcy laws.

YEAR 2000

The year 2000 problem may affect the Company's information technology systems
and operations.  Many currently installed computer systems and software are
coded to accept only two-digit entries in the date code fields.  These date code
fields will need to accept four-digit entries to distinguish 21st century dates
from 20th century dates.  This problem could result in system failures or
miscalculations causing disruptions of business operations (including, among
other things: a temporary inability to process transactions, send invoices or
engage in similar business activities).  The various software packages that we
use for internal processing and to support our operations are obtained from
outside vendors.  These software packages are Year 200 compliant.  We are also
assessing Year 2000 compliance issues with companies with which we have third
party outsourcing relationships, such as banks, insurance companies, payroll
processors and telecommunications providers.  If Year 2000 compliance is not
achieved with respect to our internal systems or by our vendors, our operations
could be adversely affected.

The Company's products may not be Year 2000 compliant.  The Company believes
that the products we sell are Year 2000 compliant.  The Company has developed a
comprehensive Year 2000 testing program and continues to test our products using
this program.  The Company currently does not anticipate significant problems in
achieving Year 2000 compliance.  The Company has shipped Year 2000 compliant
versions of all of its products to its installed customer base.  All new
releases of the Company's existing products and all new products will be Year
2000 compliant.  Although the Company believes that its testing process is
rigorous and thorough, there can be no guarantee that the Company's products
will function correctly in all environments.  In the event that unforeseen Year
2000 non-compliance issues arise with respect to the Company's products, the
Company will endeavor to correct them.  The inability of the Company to correct
Year 2000 non-compliance issues with respect to its products could adversely
affect our operations and could result in complaints, charges and claims against
the Company.

The Company could experience business disruptions as a result of Year 2000
compliance issues.  Based on its assessments to date, the Company does not
believe that it will experience any material disruption of its internal
information processing, interfacing with customers or processing of orders and
billing due to Year 2000 non-compliance.  However, if certain third party
providers, such as those providers of electricity, water or telephone service
experience difficulties resulting in disruption of service to the Company, a
shutdown of certain of the Company's operations at individual facilities could
occur for the duration of the disruption.  A temporary shutdown of operations at
one or more of the Company's facilities and / or a temporary inability on the
part of the Company to process orders in a timely fashion and deliver finished
products to customers could adversely affect our operations.

POTENTIAL NASDAQ DELISTING

The Company could be delisted.  To remain listed on the Nasdaq National Market,
the Company must satisfy a number of requirements, including the following:

     .    The Company's net tangible assets must be greater than $4,000,000.
     .    The Company must have a public float of at least 750,000 shares with a
          minimum market value of $200,000.
     .    The Company is required to have at least two market-makers in its
          stock.
     .    The Company must have at least 400 holders of its stock
     .    The Company must have a minimum bid price of $1.00 per share.

If the Company is unable to meet the requirements of the Nasdaq National market,
then our stock will be ineligible to be traded on the Nasdaq National Market and
may only be traded on a less liquid over-the-counter market.  As a
<PAGE>

result, investors in the Company's Common Stock would be less able to sell stock
holdings or receive accurate stock price quotations. Consequently, the market
value of the company's Common Stock could decrease.

POSSIBLE VOLATILITY OF STOCK PRICE

Like other technology companies, the Company's stock price may be volatile.  The
Company may experience volatility in our stock price due to the following and
other factors:

     .    Announcements of new product developments.
     .    Events or disputes relating to intellectual property rights.
     .    Fluctuations in financial performance from period to period.

These and other factors may adversely affect the market price of the Company's
Common Stock.

ADDITIONAL BUSINESS RISKS

The future success of the Company's business and operations are subject to
several additional business risks, including: (i) the risk of lengthening sales
cycles; (ii)  higher service, administrative or general expenses occasioned by
the need for additional advertising, marketing, administrative or management
information systems expenditures; (iii) inability to carry out marketing and
sales plans; and (iv) changes in interest rates causing a reduction of
investment income.

The foregoing review of factors pursuant to the Act should not be construed as
exhaustive or as any admission regarding the adequacy of disclosures made by the
Company prior to the effective date of the Act.