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Oracle to Acquire ATG; ATG Reports Third Quarter 2010 Financial Results

CAMBRIDGE, Mass., Nov 02, 2010 (BUSINESS WIRE) --

Art Technology Group, Inc. (NASDAQ: ARTG), the leading provider of eCommerce software and related on demand commerce optimization applications, today announced that it has agreed to be acquired by Oracle Corporation for $6.00 per share in cash, or approximately $1.0 billion. The transaction is subject to stockholder and regulatory approval and other customary closing conditions and is expected to close by early 2011.

ATG's eCommerce software platform is the industry's top-ranked cross-channel commerce solution and is highly complementary to Oracle's CRM, ERP, Retail, and Supply Chain applications, as well as its portfolio of middleware and business intelligence technologies. Together Oracle and ATG expect to help businesses grow revenue, strengthen customer loyalty, improve brand value, achieve better operating results, and increase business agility across online and traditional commerce environments.

"Driven by the convergence of online and traditional commerce and the need to increase revenue and improve customer loyalty, organizations across many industries are looking for a unified commerce and CRM platform to provide a seamless experience across all commerce channels," said Thomas Kurian, Executive Vice President Oracle Development. "Bringing together the complementary technologies and products from Oracle and ATG will enable the delivery of next-generation, unified cross-channel commerce and CRM."

"More than 1,000 global enterprises rely on ATG's solutions to help increase the value of their online customer interactions," said Bob Burke, President and CEO, ATG. "This combination will enhance the ability to bring all their commerce activities together - creating a more consistent and relevant experience for their customers across all interaction channels, including online, in stores, via mobile devices and with call centers."

"The addition of ATG, which brings market-leading products used by some of the largest and most well-known retailers and brands, furthers Oracle's strategy of delivering industry-specific enterprise applications," said Bob Weiler, Executive Vice President, Oracle Global Business Units. "This acquisition builds upon our dedication to offer the most complete and integrated suite of best-of-breed software applications and technologies required to power the most demanding companies in the world in every industry."

Third Quarter Financial Results

ATG's revenue for the third quarter of 2010 grew to $50.3 million, a 16% increase over third quarter 2009 revenue of $43.4 million.

Product license bookings, a non-GAAP measure which the company defines as the sale of perpetual licenses, grew 37% to $14.2 million for the third quarter from $10.4 million in the year ago quarter. Approximately 26% of product license bookings were deferred in the third quarter of 2010 and will be recognized in future periods.

Net income in accordance with GAAP for the third quarter of 2010 was $4.2 million, or $0.03 per diluted share, compared with net income of $4.0 million, or $0.03 per diluted share, in the third quarter of 2009.

Non-GAAP net income was $8.0 million for the third quarter of 2010, or $0.05 per diluted share, compared with non-GAAP net income of $5.5 million, or $0.04 per diluted share, for the third quarter of 2009.

Cash flow from operations for the third quarter of 2010 was $14.9 million, a 51% increase over cash flow from operations of $9.9 million in the third quarter of 2009.

Quarterly Conference Call

ATG management will host a conference call for investors at 10:00 a.m. ET today. The conference call will be broadcast live over the Internet. Investors interested in listening to the webcast should log on to the "Investors" section of the ATG website, www.atg.com. The live conference call also can be accessed by dialing (866) 723-3575 (or (706) 634-8872 for international calls) and using conference ID No. 15475307. A replay of the call will be available on the company's website later in the day.

About ATG

ATG (Nasdaq: ARTG) provides the most advanced cross-channel commerce software and services to fuel the growth of the world's best brands. Offering the industry's leading commerce solution, ATG works in partnership with clients to drive sales via a personalized customer experience - unifying and optimizing interactions across the Web, contact center, mobile devices, social media, physical stores, and other key channels. Exclusively focused on online and cross-channel commerce, ATG is uniquely capable of powering the most innovative and successful commerce experiences, with results that outperform industry norms. ATG Commerce is the commerce platform and business user application solution top-rated by industry analysts for powering results-driven, personalized, and innovative e-commerce sites. ATG's platform-neutral optimization solutions for live help, lead performance, and product recommendations can be easily added to any website to quickly and measurably grow revenue, boost loyalty, and unlock profits and insight. ATG is headquartered in Cambridge, Massachusetts, with additional locations throughout North America and Europe. For more information, please visit http://www.atg.com.

© 2010 Art Technology Group, Inc. ATG and Art Technology Group are registered trademarks of Art Technology Group, Inc. All other product names, service marks, and trademarks mentioned herein are trademarks of their respective owners.

ART TECHNOLOGY GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(UNAUDITED)
September 30, June 30, December 31, September 30,
2010 2010 2009 2009
ASSETS
Current Assets:

Cash, cash equivalents and marketable securities (including
restricted cash of $50 at September 30, 2010, June 30, 2010,
and December 31, 2009 and $0 at September 30, 2009)

$ 152,008 $ 145,184 $ 79,094 $ 73,972
Accounts receivable, net 44,307 44,963 41,522 31,850
Deferred costs, current 1,502 1,588 767 1,660
Prepaid expenses and other current assets 6,493 6,298 3,789 2,910
Total current assets 204,310 198,033 125,172 110,392
Property and equipment, net 15,220 14,017 9,934 10,168
Intangible assets, net 7,205 8,391 4,064 4,991
Deferred costs, less current portion 4,058 3,241 1,387 1,391

Marketable securities (including restricted cash of $738 at
September 30, 2010, June 30, 2010, and December 31, 2009
and $419 at September 30, 2009)

30,518 25,823 6,439 4,129
Other assets 2,228 2,274 1,357 1,483
Goodwill 77,689 77,442 65,683 65,683
Total long-term assets 136,918 131,188 88,864 87,845
Total assets $ 341,228 $ 329,221 $ 214,036 $ 198,237
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,916 $ 4,657 $ 5,720 $ 4,245
Accrued expenses 18,474 15,772 18,873 16,203
Deferred revenue, current portion 47,045 44,549 42,640 40,025
Total current liabilities 68,435 64,978 67,233 60,473
Other liabilities 1,527 1,346 536 249
Deferred revenue, less current portion 23,136 22,616 10,356 9,956
Total long-term liabilities 24,663 23,962 10,892

10,205
Stockholders' equity 248,130 240,281 135,911 127,559
Total liabilities and stockholders' equity $ 341,228 $ 329,221 $ 214,036 $ 198,237
ART TECHNOLOGY GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(UNAUDITED)
Three months ended Nine months ended
September 30, June 30, September 30, September 30, September 30,
2010 2010 2009 2010 2009
Revenue:
Product licenses $ 13,729 $ 16,351 $ 10,890 $ 42,937 $ 37,396
Recurring services 30,165 27,211 24,904 84,046 72,035
Professional and education services 6,441 5,601 7,587 17,239 20,288
Total revenue 50,335 49,163 43,381 144,222 129,719
Cost of Revenue:
Product licenses 735 512 399 1,781 1,246
Recurring services 10,878 10,254 9,393 30,848 27,012
Professional and education services 5,759 4,807 6,029 15,406 16,836
Total cost of revenue 17,372 15,573 15,821 48,035 45,094
Gross Profit 32,963 33,590 27,560 96,187 84,625
Operating Expenses:
Research and development 8,983 8,149 7,599 25,793 22,732
Sales and marketing 15,205 15,450 12,503 45,084 37,332
General and administrative 5,165 5,114 4,831 15,404 13,990
Restructuring charges - 352 - 352 -
Total operating expenses 29,353 29,065 24,933 86,633 74,054
Income from operations 3,610 4,525 2,627 9,554 10,571
Interest and other income (expense), net 838 76 (314) 694 236
Income before income taxes 4,448 4,601 2,313 10,248 10,807
Provision (benefit) for income taxes 275 427 (1,650) (158) (750)
Net income $ 4,173 $ 4,174 $ 3,963 $ 10,406 $ 11,557
Basic net income per share $ 0.03 $ 0.03 $ 0.03 $ 0.07 $ 0.09
Diluted net income per share $ 0.03 $ 0.03 $ 0.03 $ 0.06 $ 0.09
Basic weighted average common shares outstanding 158,232 157,437 127,224 153,986 126,742
Diluted weighted average common shares outstanding 164,139 164,618 134,736 161,141 132,409
Art Technology Group, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(UNAUDITED)
Three months ended Nine Months Ended
September 30, June 30, September 30, September 30, September 30,
2010 2010 2009 2010 2009
Cash Flows from Operating Activities:
Net income $ 4,173 $ 4,174 $ 3,963 $ 10,406 $ 11,557
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 3,133 3,063 2,149 8,960 6,829
Non-cash stock-based compensation expense 2,863 2,502 2,463 7,725 6,820
Amortization of investment premiums 1,041 1,023 - 2,373 -
Non-cash tax benefit (253) - (1,871) (1,326) (1,871)
Net changes in operating assets and liabilities 3,899 (2,693) 3,237 4,336 (345)
Net cash provided by operating activities 14,856 8,069 9,941 32,474 22,990
Cash Flows from Investing Activities:
Purchases of marketable securities (38,982) (38,100) (19,433) (161,100) (28,287)
Maturities of marketable securities 47,509 12,850 5,400 63,327 14,725
Purchases of property and equipment (3,068) (4,518) (978) (9,929) (4,620)
Increase in other assets 27 63 - (913) -
Payment of acquisition costs, net of cash acquired - (37) - (15,174) -
Net cash provided by (used in) investing activities 5,486 (29,742) (15,011) (123,789) (18,182)
Cash Flows from Financing Activities:
Proceeds from exercise of stock options 879 607 915 1,962 1,428
Proceeds from employee stock purchase plan 302 314 279 914 797
Net proceeds from equity offering - - - 94,968 -
Repayment of acquired debt - - - (1,573) -
Repurchase of common stock (1,478) (4,265) (1,478) (4,265)
Payment of employee restricted stock tax withholdings - (1,184) (45) (2,174) (873)
Net cash provided by (used in) financing activities (297) (263) (3,116) 92,619 (2,913)
Effect of foreign exchange rate changes on cash and cash equivalents 759 (275) 388 219 1,130
Net increase (decrease) in cash and cash equivalents 20,804 (22,211) (7,798) 1,523 3,025
Cash and cash equivalents, beginning of period 38,038 60,249 58,236 57,319 47,413
Cash and cash equivalents, end of period $ 58,842 $ 38,038 50,438 $ 58,842 $ 50,438
ART TECHNOLOGY GROUP, INC.
STATEMENTS OF OPERATIONS DATA
(In thousands)
(UNAUDITED)
Three months ended Nine months ended
September 30, June 30, September 30, September 30, September 30,
2010 2010 2009

2010 2009
Equity-Related Compensation:
Cost of revenue $ 560 $ 576 $ 498 $ 1,656 $ 1,396
Research and development 489 444 435 1,389 1,237
Sales and marketing 805 676 653 2,113 1,774
General and administrative 1,009 806 877 2,567 2,413
Total equity-related compensation $ 2,863 $ 2,502 $ 2,463 $ 7,725 $ 6,820
Depreciation and Amortization:
Depreciation
Cost of revenue $ 1,162 $ 1,325 $ 746 $ 3,547 $ 2,474
Research and development 307 336 259 966 829
Sales and marketing 387 113 152 621 520
General and administrative 69 80 65 248 227
$ 1,925 $ 1,854 $ 1,222 $ 5,382 $ 4,050
Amortization
Cost of revenue $ 503 $ 495 $ 401 1,493 1,200
Sales and marketing 705 714 526 2,085 1,579
$ 1,208 $ 1,209 $ 927 $ 3,578 $ 2,779
Total depreciation and amortization $ 3,133 $ 3,063 $ 2,149 $ 8,960 $ 6,829
Capital Expenditures:
Purchases of property and equipment $ 3,068 $ 4,518 $ 978 $ 9,929 $ 4,620
RECONCILIATION OF GAAP TO NON-GAAP NET INCOME
(In thousands, except per share data)
(UNAUDITED)
Three months ended Nine months ended
September 30, June 30, September 30, September 30, September 30,
2010 2010 2009 2010 2009
Net income GAAP $ 4,173 $ 4,174 $ 3,963 $ 10,406 $ 11,557
Amortization of acquired intangibles 1,208 1,209 927 3,578 2,779
Equity-related compensation 2,863 2,502 2,463 7,725 6,820
Tax adjustments (253) - (1,871) (1,326) (1,871)
Restructuring charges - 352 - 352 -
Net income (non-GAAP) $ 7,991 $ 8,237 $ 5,482 $ 20,735 $ 19,285
Net income (non-GAAP) per share:
Basic $ 0.05 $ 0.05 $ 0.04 $ 0.13 $ 0.15
Diluted $ 0.05 $ 0.05 $ 0.04 $ 0.13 $ 0.15
Shares used in per share calculations:
Basic 158,232 157,437 127,224 153,986 126,742
Diluted 164,139 164,618 134,736 161,141 132,409
Reconciliation of Product License Bookings
(In thousands)
(UNAUDITED)
Three months ended Nine months ended
September 30, June 30, September 30, September 30, September 30,
2010 2010 2009 2010 2009
Product license bookings $ 14,224 $ 18,185 $ 10,436 $ 46,259 $ 39,396
Increase in product license deferred revenue (3,664) (5,632) (4,321) (14,515) (16,299)
Product license deferred revenue recognized 3,169 3,798 4,775 11,193 14,299
Product license revenue $ 13,729 $ 16,351 $ 10,890 $ 42,937 $ 37,396

Use of Non-GAAP Financial Measures

ATG is providing the non-GAAP historical financial measures presented above as the Company believes that these figures are helpful in allowing individuals to better assess the ongoing nature of ATG's core operations. A "non-GAAP financial measure" is a numerical measure of a company's historical or future financial performance that excludes amounts that are included in the most directly comparable measure calculated and presented in the GAAP statement of operations.

Net income (non-GAAP) and net income per share (non-GAAP), as we present them in the financial data included in this press release, have been normalized to excludethe net effects of amortization of acquired intangible assets, equity-related compensation, non-cash tax adjustments and restructuring charges. Management believes that these normalized non-GAAP financial measures excluding these items better reflect the Company's operating performance as these non-GAAP figures exclude the effects of non-recurring or certain non-cash expenses. Management believes that these charges are not necessarily representative of underlying trends in the Company's performance and their exclusion provides investors with additional information to compare the Company's results over multiple periods.

ATG considers "product license bookings," a non-GAAP financial measure which the company defines as the sale of perpetual software licenses regardless of the timing of revenue recognition under GAAP, to be an important indicator of growth in its software license business, as its business increasingly evolves toward a recurring, ratable revenue model.

The Company uses these non-GAAP financial measures internally to focus management on period-to-period changes in the Company's core business. Therefore, the Company believes that this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The presentation of this additional non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, the tables above present the most directly comparable GAAP financial measure and reconcile non-GAAP net income and product license bookings to the comparable GAAP measures.

ATG Statement Under Private Securities Litigation Reform Act

This press release contains forward-looking statements about the company's estimated revenue and earnings.These statements involve known and unknown risks and uncertainties that may cause ATG's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.These risks include the effect of weakened or weakening economic conditions or perceived conditions on the level of spending by customers and prospective customers for ATG's software and services; financial and other effects of cost control measures; quarterly fluctuations in ATG's revenues or other operating results; customization and deployment delays or errors associated with ATG's products; the risk of longer sales cycles for ATG's products and ATG's ability to conclude sales based on purchasing decisions that are delayed; satisfaction levels of customers regarding the implementation and performance of ATG's products; ATG's need to maintain, enhance, and leverage business relationships with resellers and other parties who may be affected by changes in the economic climate; ATG's ability to attract and maintain qualified executives and other personnel and to motivate employees; activities by ATG and others related to the protection of intellectual property; potential adverse financial and other effects of litigation (including intellectual property infringement claims) and the release of competitive products and other activities by competitors.Further details on these risks are set forth in ATG's filings with the Securities and Exchange Commission (SEC), including the company's annual report on Form 10-K for the period ended December 31, 2009 and its quarterly report on Form 10-Q for the period ended June 30, 2010.These filings are available free of charge on a website maintained by the SEC at http://www.sec.gov.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, ATG will file a proxy statement with the SEC. Additionally, ATG and Oracle will file other relevant materials in connection with the proposed acquisition of ATG by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among Oracle, Amsterdam Acquisition Sub Corporation, a wholly-owned subsidiary of Oracle, and ATG. The materials to be filed by ATG with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by ATG by directing a written request to ATG, One Main Street, Cambridge, MA 02142, Attention: Investor Relations.

Investors and security holders of ATG are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

Oracle, ATG and their respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of ATG stockholders in connection with the proposed merger. Information about the executive officers and directors of ATG and their ownership of ATG common stock is set forth in the proxy statement for ATG's 2010 Annual Meeting of Stockholders, which was filed with the SEC on April 14, 2010, and is supplemented by other public filings made, and to be made, with the SEC by ATG. Information concerning the interests of ATG's executive officers, directors and other participants in the solicitation, which may, in some cases, be different than those of ATG's stockholders generally, will be set forth in the proxy statement relating to the merger when it becomes available.

SOURCE: Art Technology Group, Inc.

Art Technology Group, Inc.
Kim Maxwell, 617-386-1006
Director, Investor Relations
kmaxwell@atg.com
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Art Technology Group's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.