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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2004 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
Commission File No. 0-25040
Applix, Inc.
(Exact name of registrant as specified in its charter)
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Massachusetts
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04-2781676 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
289 Turnpike Road,
Westborough, Massachusetts
(Address of principal executive offices) |
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01581-2831
(Zip Code) |
Registrants telephone number, including area code:
(508) 870-0300
Securities registered pursuant to Section 12(b) of the
Act:
None
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, $0.0025 par value
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 such 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. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Securities Exchange
Act of
1934). Yes o No þ
The aggregate market value of Common Stock held by
non-affiliates of the registrant was $52,297,113 based on the
closing price of the Common Stock on the NASDAQ SmallCap Market
on June 30, 2004.
On March 8, 2005, the Registrant had 14,564,993 outstanding
shares of common stock.
Documents Incorporated By Reference
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Document Part |
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Form 10-K |
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Portions of the Registrants Definitive Proxy
Statement for the Annual Stockholders Meeting to
be held on June 9, 2005 to be filed with the United
States Securities and Exchange Commission |
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Part III |
APPLIX, INC.
FORM 10-K
TABLE OF CONTENTS
Applix and TM1 are registered trademarks of Applix, Inc. TM1
Integra, Applix Interactive Planning, and TM1 Web are trademarks
of Applix, Inc. All other trademarks and company names mentioned
are the property of their respective owners. All rights reserved.
Certain information contained in this Annual Report on
Form 10-K is forward-looking in nature. All statements
included in this Annual Report on Form 10-K or made by
management of Applix, Inc. (Applix or the
Company) and its subsidiaries, other than statements
of historical facts, are forward-looking statements. Examples of
forward-looking statements include statements regarding
Applixs future financial results, operation results,
business strategies, projected costs, products, competitive
positions and plans and objectives of management for future
operations. In some cases, forward-looking statements can be
identified by terminology such as may,
will, should, would,
expect, plan, anticipates,
intend, believes, estimates,
predicts, potential,
continue, or the negative of these terms or other
comparable terminology. Any expectations based on these
forward-looking statements are subject to risks and
uncertainties and other important factors, including those
discussed in the section below entitled Risk
Factors. These and many other factors could affect
Applixs future financial and operating results, and could
cause actual results to differ materially from expectations
based on forward-looking statements made in this document or
elsewhere by Applix or on its behalf. Applix does not undertake
an obligation to update its forward-looking statements to
reflect future events or circumstances.
2
PART I
General
Applix, Inc. (Applix or the Company) is
a global provider of business intelligence (BI) and
business performance management (BPM) solutions,
focused on interactive planning, budgeting, forecasting and
analytics as well as financial reporting. These solutions enable
customers to continuously manage and monitor performance across
financial and operational functions within the enterprise, with
the views of past performance, the current state of business,
and future opportunities. More than 2,000 customers worldwide,
including many Fortune 100 companies, use Applixs
adaptable, scalable and real-time solutions to manage their
business performance and respond to business challenges in
real-time. Incorporated in 1983 and headquartered in
Westborough, Massachusetts (MA), Applix maintains
offices in North America, the United Kingdom, Germany and
Australia.
In 2004, Applix was honored with several prestigious awards for
its leading-edge technologies, including:
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Applix improved significantly its position on Gartner
Inc.s Magic Quadrant for Corporate Performance Management
Suites, 2004 based upon its ability to execute and completeness
of vision, and Applix was listed in Gartners Magic
Quadrant for Business Intelligence platforms. |
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The OLAP Survey 4 reported that customers of Applixs TM1
experience high levels of user satisfaction, reflecting the
technologys ease of use and flexibility. Overall,
respondents ranked TM1 highest in eight different measures, most
importantly in achievement of business goals. Additionally, TM1
was ranked among the top three in six other measures. |
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Two Applix TM1 customers received industry accolades for their
efforts in using TM1. Cadbury Schweppes Americas Beverages won
the 2004 Vision Award for Excellence in Business Performance
Management and a major worldwide financial institution was
recognized by the UK National Business Award for its use of TM1
to prevent fraud. |
Applix maintains a website with the address www.applix.com.
Applix is not including the information contained on its website
as part of, or incorporating it by reference into, this Annual
Report on Form 10-K. Applix makes available free of charge
through its website its Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, and amendments to the reports, as soon as
reasonable practicable after it electronically files such
material with, or furnishes such material to, the Securities and
Exchange Commission.
Industry Background
The economy of recent years has forced companies to adopt
rigorous methods for assessing the impact that any future
investments would have on their business. With reduced
resources, many enterprises are pressed to make difficult
decisions as to where to increase and decrease spending in their
businesses. Many companies are focused on incremental
investments in IT projects and reductions in plans for
cutting-edge technologies and large infrastructure initiatives.
However, analysts predict that the BI and BPM markets will be
growth markets in 2005.
The BI market is a large and well-established market focused on
leveraging the data collected in operational systems throughout
an organization. BI is associated with the data warehousing
market and involves the analysis of large amounts of historical
data. The historical data is aggregated before it is analyzed
and this aggregation process frequently requires several hours
or days before any analyses can be performed. Often, the
analyses are performed by a few highly trained individuals
within an organization.
The BPM market is an emerging market that extends the
capabilities of BI solutions. BPM solutions tend to focus on
proactive, rather than reactive, historical analyses, and they
rely on recently updated or real-time data feeds. BPM solutions
also tend to involve data from across an organization and
involve more diverse
3
groups of users than do BI solutions. According to Gartner, as
of October 2004, there were still no clear leaders in this
market segment.
Factors driving the growth in the need for BI and BPM solutions
include increasingly fierce business competition, the need for
financial transparency across the enterprise, the rapid
explosion of data, and more decentralized decision-making. In
terms of new license revenue, Gartner projects the BI software
market will grow from $2.4 billion in 2004 to just under
$3.4 billion in 2009, a compound annual growth rate
(CAGR) of 7%. In comparison, Gartner projects the
BPM software market will see a 10% CAGR, growing from
$593 million in 2004 to just under $1 billion in 2009.
These strong projected growth rates validate Applixs
conviction that in todays competitive corporate
marketplace, companies can no longer succeed solely by
automating their day-to-day transactions. Companies must also
incorporate analytic processes into their daily operations to
monitor and react to key business performance metrics such as
customer retention and product profitability.
Applix TM1 has over 20 years of success in the BI market.
Applix is also well positioned to deliver BPM solutions, as
evidenced by the growing number of customers who have selected
Applix software solutions to maximize business performance. In
2004, more than 200 new customers selected Applix BI and BPM
products, and revenues for those products increased by 18% over
2003.
Applix Products
The Applix product family helps customers automate, analyze and
optimize their operational and analytical business processes
throughout their extended enterprises. The Applix product family
consists of Applix TM1 platform and related BPM modules. The
Applix family of products enable solutions including:
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interactive planning, budgeting, and forecasting applications; |
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sales analysis, product profitability, customer profitability; |
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personnel planning applications; and |
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dashboarding, scorecarding and key performance indicators (KPIs). |
In June 2004, Applix introduced TM1 Planning Manager, a module
that provides work flow capabilities to assign and track tasks
associated with the process of budgeting and planning. With
solutions based on the TM1 platform, Applixs customers
have increased their business performance in numerous ways such
as achieving their business goals within 6 months of
implementation on the average, freeing up personnel to
concentrate on strategic planning rather than on data gathering,
reducing customer defections, improving customer satisfaction,
shortening the business cycles from days to minutes, and rapidly
managing mergers and acquisitions. Applixs global network
of partners delivers packaged and custom applications based on
the TM1 platform for specific vertical markets such as
pharmaceuticals and banking, or for a specific function such as
supply chain analytics or financial consolidation and reporting.
Applixs leading product, Applix TM1, a platform used for
planning and analysis, helps customers improve business
performance by enabling effective, real-time decision making at
all organization levels. Applix TM1 provides consistent
reporting and analysis of data captured from across the extended
enterprise.
Applix TM1 allows business users to access their critical data
via Microsoft Excel and other third party products such as
Microsoft Reporting Services, or the World Wide Web. With its
powerful client-server database engine and an elegant,
easy-to-use interface, users are able to spend more time
analyzing information and less time maintaining data.
The Applix TM1 platform is easily configurable and deploys
rapidly with minimal IT investment. Applix TM1s low total
cost of ownership enables business users to quickly achieve
their goals, whether they build applications themselves or work
with one of Applixs many solution partners.
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Applix TM1s real-time approach to consolidating, viewing
and even editing large volumes of multidimensional data is an
undisputable differentiator in the BI and BPM markets. Applix
TM1 has been one of the leading multi-dimensional analytics
tools for highly complex business and financial analytical
applications for over twenty years.
The Applix TM1 platform and modules, including TM1 Web and TM1
Planning Manager, expand the scope of business planning
processes to support continuously changing customer demands and
operational requirements. The Applix TM1 platform and modules
also enable the quick and effortless integration of information
from enterprise resource planning (ERP), financial systems, CRM,
human resources, and other legacy databases.
Applix TM1 is available on Windows and Unix platforms. However,
the majority of customers utilize Applix TM1 on Windows
platforms. As a result, Applix is constantly working with
Microsoft to enhance and expand its support on the Windows
platform.
Applix TM1 provides the following benefits:
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Familiar spreadsheet interface: Users access Applix TM1
features and capabilities directly from the familiar environment
of Microsoft Excel. |
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Instant response times: Because of Applix TM1s
ability to quickly load vast data sets into memory, it is
superior to other products that force the customer to
pre-calculate and re-calculate consolidations and derived values
before anyone can view the data. |
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Real-time multi-user read/write and what-if analyses:
Because of Applix TM1s memory-based approach, users can
instantly view the results of any updates and what-if analyses
they perform. |
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Rapid deployment: Applix TM1 typically builds complete
applications for customers in a fraction of the time required by
competing products. |
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Scalability: Applix TM1s 64-bit capability,
combined with its ability to support multiple servers, multiple
cubes, multi-threaded processing and multi-user data updating,
make it a logical choice for large-scale operations. |
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Efficient use of system resources: Because Applix TM1
never resorts to pre-calculating data, it requires much less
hardware and processing power than other products, which suffer
from a common data explosion predicament. |
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Dynamic business workflow: This enables a business to map
its processes with Applix TM1s workflow capabilities.
Easy-to-use wizards help ensure compliance with
organizational and regulatory processes. |
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Complex business modeling: Applix TM1s unique
architecture of multi-cubes, rules, a real-time engine, and
workflow allow a business to manage its complex business models. |
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Actionable alerts: Timely alerts generated from a
companys analyses and business processes enable it to be
proactive with respect to its business environment. |
Sales and Marketing
The Company focuses its marketing efforts on companies committed
to improving business analytics at the departmental level and
business performance management at the company-wide level. The
Company markets its products to mid-market and Global 2000
organizations across all industry segments with particular
success in the financial services, banking, healthcare,
pharmaceuticals, retail, telecommunications, manufacturing, and
consumer goods industries. The Company believes that these
industry sectors are, and will continue to be, some of the
fastest growing sectors for its products. A key part of the
Companys marketing strategy is an emphasis on its
high-performance Applix TM1 analytical engine for financial
reporting, financial modeling, real-time calculations, and
continuous planning; the rapid deployment of its products; and
the lower total cost of ownership of its solutions.
5
Applixs products are sold through a direct sales force and
a network of value added resellers (VARs) and original equipment
manufacturers (OEMs). The Companys sales teams operate out
of the Companys offices in major metropolitan cities in
the U.S. as well as its offices in the United Kingdom,
Germany, and Australia. These direct selling efforts are
supplemented both domestically and abroad with support from
business consulting groups and strategic marketing partners.
These organizations provide additional implementation resources,
domain expertise and complementary applications using the
Companys software products. While the sales cycle for
Applix products varies substantially from customer to customer,
it traditionally requires three to six months.
The Company strongly believes that, going forward, its hybrid
sales and marketing strategy, utilizing a direct sales force
working closely with consultants and strategic resellers, is an
important part of the Companys future success. The Company
also plans on continuing to establish strategic marketing
relationships with leading hardware and software vendors and
systems integrators within targeted industry sectors. This
strategy is expected to support the Company in penetrating both
new accounts within its existing markets and also entirely new
market segments, while also leveraging its sales and marketing
investments.
Financial information by geographical area may be found in
Note 8 of the Notes to Consolidated Financial Statements.
Customer Training, Maintenance Support, and Professional
Services
The Company believes that quality consulting services and
customer support are a critical part of the Companys sales
and marketing efforts. Many of the Companys customers use
the Companys products to develop and support mission
critical applications, and the Company therefore
recognizes that quality training, support and consulting
services are especially important to its customers. In addition
to in-house consultants, the Company works closely with partner
organizations to provide additional resources and domain
expertise.
The Companys in-house consultants and partners assist in
the sales process by working directly with potential customers,
educating them as to the benefits of the Companys
products, and often performing product demonstrations using the
customers own data or engaging in a more extensive proof
of concept project. In addition, the Companys in-house
consultants and partners work directly with customer personnel
in both information technology departments and in the functional
areas relevant to the application, to assist them in the
planning and deploying of Applix solutions.
Customers may elect to purchase a maintenance support plan for
an annual fee that is generally 18% of the list license fee for
covered products. The maintenance support plans include
unspecified product upgrades and interim fixes to reported
problems. Maintenance support plan revenues accounted for
approximately 90% of the Companys professional services
and maintenance revenue in 2004 compared to approximately 79% of
professional services and maintenance revenue in 2003.
Software Product Development
The Company believes strongly that the path to success is
predicated upon constantly being at the forefront of technology
and product innovation. With a strong commitment to the future,
Applix has continued its long history of investing in product
research and development. In 2004, Applix invested approximately
$4.8 million, or 15% of total revenues, in product research
and development.
Product development expenses were $4,785,000, $5,512,000, and
$5,699,000 for 2004, 2003, and 2002, respectively.
Competition
The Company believes that it competes principally on the basis
of product features and functionality (including cross-platform
availability, interoperability, integration and extensibility),
reliability, ease of use, ease of support, and total costs of
ownership (initial investment and on-going operating costs of
the solution).
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The markets for the Companys products are highly
competitive and subject to rapid change. The companies with
which Applix competes most often are Hyperion and Cognos. The
Company also competes with other smaller competitors, some of
whom build their product offerings on Microsoft technologies. In
general, both categories of competitors are marketing and
selling pre-built BI and BPM applications along with services to
implement and customize the applications. Applix approaches the
market differently by offering configurable BI and BPM modules,
and its partners and customers typically perform the
implementation.
Software vendors are under increasing pressure to provide
solutions that are easy to map to customers rapidly
evolving business models and that integrate with other
solutions. Customers have become more methodical in their
methods of evaluating vendors solutions, and they often
require that vendors substantiate their claims with case studies
that demonstrate compelling return on investment benefits.
Many of the Companys competitors have significantly
greater financial, engineering, and marketing resources than the
Company. No assurance can be given that the Company will be able
to compete successfully against current and future competition
or that the competitive pressures faced by the Company will not
adversely affect its financial performance.
Intellectual Property and Proprietary Rights
Applix relies primarily on a combination of copyright law and
trade secret law to protect its proprietary technology. The
Company has internal policies and systems to ensure limited
access to, and the confidential treatment of, its trade secrets.
The Company generally distributes its products under
shrink-wrap software license agreements, which
contain various provisions to protect the Companys
ownership and confidentiality of the underlying technology. The
Company also requires its employees and other parties with
access to confidential information to execute agreements
prohibiting the unauthorized use or disclosure of the
Companys technology. Despite these precautions, it may be
possible for a third party to misappropriate the Companys
technology or to independently develop similar technology. In
addition, effective copyright and trade secret protection may
not be available in every foreign country in which the
Companys products are distributed, and
shrink-wrap licenses, which are not signed by the
customer, may be unenforceable in certain jurisdictions.
The Company resells one technology that is added onto the
Companys products and licensed from a third party. The
Company generally pays royalties on this technology on a
percentage of revenue basis (the amount of which is not material
to the Company). Applix believes that if the license for this
third-party technology were terminated, it would be able to
develop such technology internally or license equivalent
technology from another vendor without significant expense. If
the Companys right to distribute such third-party product
were terminated, the Company does not believe that sales of its
products would be adversely affected.
The Company believes that, due to the rapid pace of
technological innovation for software applications, the
Companys ability to establish and maintain a position of
technology leadership in the industry is dependent more upon the
skills of its development personnel than upon the legal
protections afforded its existing technology.
Applix is not engaged in any material disputes with other
parties with respect to the ownership or use of the
Companys proprietary technology. However, there can be no
assurance that other parties will not assert technology
infringement claims or other claims against the Company in the
future. The litigation of such a claim may involve significant
expense and management time. In addition, if any such claims
were successful, the Company could be required to pay monetary
damages and may also be required to either refrain from
distributing the infringing product or obtain a license from the
party asserting the claim (which license may not be available on
commercially reasonable terms).
7
Employees
As of March 10, 2005, the Company had 123 employees.
Domestically, the Company had 79 employees, which includes 30
employees in product research and development, 23 employees in
sales and marketing, 5 employees in professional services,
4 employees in information systems, and 17 employees in finance,
operations, administration and facilities. Internationally, the
Company had 44 employees, which includes 28 employees in
sales and marketing, 7 employees in professional services and 9
in finance and operations. None of the Companys employees
are represented by a labor union, and the Company believes that
its employee relations are good.
The Company is headquartered at 289 Turnpike Road in
Westborough, Massachusetts. The Companys amended
headquarters lease for 24,376 square feet has a
seven-year term, which will expire on January 31, 2011. The
Company also leases smaller offices in several metropolitan
areas within the United States. Internationally, the Company has
three office leases: 1) London, United Kingdom,
2) Munich, Germany and 3) Sydney, Australia. The
Company believes that its existing facilities are adequate for
its current needs and that suitable additional or substitute
space will be available as needed.
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Item 3. |
Legal Proceedings |
From time to time, the Company is subject to routine litigation
and legal proceedings in the ordinary course of business. The
Company is not aware of any pending litigation to which the
Company is or may become a party to, that the Company believes
could result in a material adverse impact on its consolidated
results of operations or financial condition.
On June 16, 2003, the Company announced that is was the
subject of an investigation by the Securities and Exchange
Commission related to the restatement of the Companys
financial statements for fiscal years 2001 and 2002. The Company
is cooperating fully with the SEC in this matter.
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Item 4. |
Submission of Matters to a Vote of Security
Holders |
No matter was submitted to a vote of our stockholders during the
fourth quarter of 2004.
Directors and Executive Officers of the Registrant
The following is a list of our directors and executive officers,
their ages as of March 10, 2005 and their principal
position. Executive officers are appointed and may be removed by
the Board of Directors.
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John D. Loewenberg
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Chairman of the Board of Directors |
Bradley D. Fire
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Director |
Alain J. Hanover
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56 |
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Director |
Charles F. Kane
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47 |
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Director |
Peter Gyenes
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59 |
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Director |
David C. Mahoney
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60 |
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President, Chief Executive Officer and Director |
Milton A. Alpern
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53 |
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Chief Financial Officer and Treasurer |
Craig Cervo
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Vice President, Product Development |
Michael A. Morrison
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Vice President, Worldwide Field Operations |
Mr. Loewenberg has been a director of the Company since
March 2001 and Chairman of the Board of Directors since July
2002. Mr. Loewenberg has been the Managing Partner of JDL
Enterprises, a consulting company, since 1996.
Mr. Loewenberg served as interim President and CEO of Wang
Healthcare Information Systems, an electronic medical record
solution company, from March 1998 to September 1999.
Mr. Loewenberg is currently a director of DocuCorp
International.
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Mr. Fire has been a director of the Company since February
2003. Mr. Fire has been the owner of Pepper Ranch, an
equestrian facility, since March 2000. Mr. Fire served as a
Senior Software Engineer of Go2Net, Inc., an Internet services
company, from June 1998 to February 2000. Mr. Fire served
as the co-Chief Executive Officer of Silicon Investor, a
consumer website devoted to discussion about technology stocks,
from May 1995 to June 1998.
Mr. Hanover has been a director of the Company since July
1992. Mr. Hanover has been the Managing Director and CEO of
Navigator Technology Ventures, a venture capital firm, since
January 2002. He was the Managing Partner of Main Street
Partners LLC, a venture capital firm, from August 2000 to
December 2001. Mr. Hanover served as the President and
Chief Executive Officer of InCert Software Corp., a computer
software development and distribution company, from October 1997
to July 2000. Mr. Hanover served as Chairman of the Board
of Directors and Chief Executive Officer of Viewlogic Systems,
Inc., an engineering software company, from 1984 until May 1997.
Mr. Kane has been a director of the Company since March
2001. Mr. Kane has been the Senior Vice President and Chief
Financial Officer of Aspen Technology, Inc., a provider of
process management software and implementation services, since
July 2003. He served as President and Chief Executive Officer of
Corechange, Inc., an e-business access framework software
provider, from May 2001 until its sale to Open Text Corporation
in February 2003. From May 2000 to May 2001, Mr. Kane
served as the Chief Operating Officer of Corechange. Before
joining Corechange, from March 2000 to May 2000, Mr. Kane
served as Executive Vice President and Chief Financial Officer
of Ascential Software Corporation (formerly known as Informix
Corporation), a global provider of information management
software. Mr. Kane served as Executive Vice President and
Chief Financial Officer of Ardent Software, Inc., a data
integration software supplier, from November 1995 to March 2000
when it was acquired by Ascential.
Mr. Gyenes has been a director of the Company since May
2000. Mr. Gyenes has served as the Chief Executive Officer
of Ascential Software Corporation (formerly known as Informix
Corporation), a global provider of information management
software, since July 2000. Mr. Gyenes was Chairman,
President and Chief Executive Officer of Ardent Software, Inc.,
a data integration software supplier, from April 1997 until the
sale of Ardent to Ascential in March 2000. Mr. Gyenes is a
member of the Board of Directors of Ascential Software
Corporation and ViryaNet. Mr. Gyenes is also a member of
the Board of Trustees of the Massachusetts Software Council.
Mr. Mahoney was elected interim President and Chief
Executive Officer of Applix on February 28, 2003 and served
in that capacity until April 22, 2003 at which time he was
elected President and Chief Executive Officer. Mr. Mahoney
has also been a director of the Company since October 1992.
Mr. Mahoney served as Chief Executive Officer of Verbind,
Inc., a provider of real-time behavioral analysis and event
triggering technology, from May 2001 until February 2003,
following the sale of the company to SAS Institute. Prior to
joining Verbind, Mr. Mahoney served as Chairman of the
Board of Directors of LeadingSide, Inc. (formerly Dataware
Technologies, Incorporated), an e-business solutions provider,
from February 2000 to May 2001, and President and Chief
Executive Officer of LeadingSide from January 1999 to February
2000. LeadingSide filed for bankruptcy protection in April 2001.
Mr. Mahoney served as President and Chief Executive Officer
of Sovereign Hill Software, Inc., a collaborative knowledge
discovery software provider, from January 1998 to December 1998,
when it merged with Dataware Technologies. Mr. Mahoney
served as Chairman of the Board and Chief Executive Officer of
ePresence, Inc. (formerly Banyan Systems, Inc.), a networking
software company, from 1983 until May 1997.
Mr. Alpern was elected Chief Financial Officer and
Treasurer on June 16, 2003. From February 2002 through
March 2003, Mr. Alpern served as the Chief Financial
Officer of Viisage Technology, Inc., a publicly-held provider of
facial recognition and identity verification software and
solutions. Prior to joining Viisage Technology, Mr. Alpern
was the Chief Financial Officer of Eprise Corporation, a
publicly-held provider of business Web site content management
software and services, from March 1998 through February 2002.
Mr. Cervo joined the Company in October 1992 as Vice
President, Research & Development and was elected Vice
President of Product Development in October of 1994 and served
as Chief Technology Officer from March 2001 until February 2004.
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Mr. Morrison joined the Company in June 2004 as Vice
President, Worldwide Field Operations and is responsible for all
field sales operations, services and support personnel. Prior to
Applix, Mr. Morrison held various positions at Cognos
Incorporated, a publicly-held provider of business intelligence
and business performance software, from May 1993 through
February 2004, including Vice President of Enterprise Planning
Operations, Vice President of Finance and Administration, and
Corporate Counsel.
There are no family relationships among any of the directors or
executive officers.
PART II
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Item 5. |
Market for Registrants Common Stock, Related
Stockholder Matters and Issuer Purchases of Equity
Securities |
The Companys common stock is listed on the NASDAQ SmallCap
Market(NASDAQ) under the symbol APLX.
The table below reflects the range of high and low sales price
per share of common stock, as reported on NASDAQ for the periods
indicated.
|
|
|
|
|
|
|
|
|
Fiscal 2004 |
|
High | |
|
Low | |
|
|
| |
|
| |
First Quarter
|
|
$ |
5.49 |
|
|
$ |
3.33 |
|
Second Quarter
|
|
$ |
5.37 |
|
|
$ |
4.04 |
|
Third Quarter
|
|
$ |
5.01 |
|
|
$ |
3.30 |
|
Fourth Quarter
|
|
$ |
5.10 |
|
|
$ |
3.58 |
|
|
|
|
|
|
|
|
|
|
Fiscal 2003 |
|
High | |
|
Low | |
|
|
| |
|
| |
First Quarter
|
|
$ |
2.04 |
|
|
$ |
1.05 |
|
Second Quarter
|
|
$ |
2.40 |
|
|
$ |
1.31 |
|
Third Quarter
|
|
$ |
3.01 |
|
|
$ |
1.51 |
|
Fourth Quarter
|
|
$ |
4.37 |
|
|
$ |
2.65 |
|
Dividends
The Company has never paid any cash dividends on its common
stock. The Company intends to retain its earnings to finance
future growth and therefore does not anticipate paying any cash
dividends on its common stock in the foreseeable future.
Holders
The approximate number of holders of record of the
Companys common stock on March 8, 2005 was 172. This
number does not include shareholders for whom shares are held in
a nominee or street name.
10
|
|
Item 6. |
Selected Financial Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except per share data) | |
Statement of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software license
|
|
$ |
16,228 |
|
|
$ |
13,222 |
|
|
$ |
16,050 |
|
|
$ |
18,406 |
|
|
$ |
23,735 |
|
|
Professional services and maintenance
|
|
|
14,687 |
|
|
|
14,133 |
|
|
|
20,546 |
|
|
|
20,999 |
|
|
|
16,504 |
|
|
Total revenues
|
|
|
30,915 |
|
|
|
27,355 |
|
|
|
36,596 |
|
|
|
39,405 |
|
|
|
40,239 |
|
|
Sales and marketing
|
|
|
10,588 |
|
|
|
10,747 |
|
|
|
15,311 |
|
|
|
21,671 |
|
|
|
25,580 |
|
|
General and administrative
|
|
|
6,217 |
|
|
|
7,653 |
|
|
|
5,249 |
|
|
|
4,484 |
|
|
|
4,292 |
|
|
Product development
|
|
|
4,785 |
|
|
|
5,512 |
|
|
|
5,699 |
|
|
|
6,848 |
|
|
|
7,502 |
|
|
Compensation expenses and amortization of acquired intangible
asset
|
|
|
250 |
|
|
|
833 |
|
|
|
2,405 |
|
|
|
1,717 |
|
|
|
|
|
|
Write down of notes receivable
|
|
|
|
|
|
|
|
|
|
|
964 |
|
|
|
|
|
|
|
|
|
|
Restructuring expenses
|
|
|
577 |
|
|
|
3,238 |
|
|
|
381 |
|
|
|
1,700 |
|
|
|
|
|
|
Operating income (loss)
|
|
|
4,459 |
|
|
|
(7,748 |
) |
|
|
(5,442 |
) |
|
|
(11,886 |
) |
|
|
(12,877 |
) |
|
Net gain from sale of CRM business
|
|
|
261 |
|
|
|
7,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permanent impairment of cost based investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,250 |
) |
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
4,808 |
|
|
|
167 |
|
|
|
(5,570 |
) |
|
|
(13,404 |
) |
|
|
(15,307 |
) |
|
Net income (loss)
|
|
|
4,702 |
|
|
|
(10 |
) |
|
|
(5,774 |
) |
|
|
(12,323 |
) |
|
|
(18,912 |
) |
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations, basic
|
|
$ |
0.34 |
|
|
$ |
0.01 |
|
|
$ |
(0.46 |
) |
|
$ |
(1.13 |
) |
|
$ |
(1.36 |
) |
|
Net income (loss) per share from continuing operations, diluted
|
|
$ |
0.31 |
|
|
$ |
0.01 |
|
|
$ |
(0.46 |
) |
|
$ |
(1.13 |
) |
|
$ |
(1.36 |
) |
|
Net income (loss) per share, basic
|
|
$ |
0.33 |
|
|
$ |
(0.00 |
) |
|
$ |
(0.47 |
) |
|
$ |
(1.04 |
) |
|
$ |
(1.68 |
) |
|
Net income (loss) per share, diluted
|
|
$ |
0.30 |
|
|
$ |
(0.00 |
) |
|
$ |
(0.47 |
) |
|
$ |
(1.04 |
) |
|
$ |
(1.68 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000(a) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and short-term investments
|
|
$ |
15,924 |
|
|
$ |
9,241 |
|
|
$ |
8,389 |
|
|
$ |
8,228 |
|
|
$ |
12,546 |
|
|
Restricted cash
|
|
|
400 |
|
|
|
817 |
|
|
|
933 |
|
|
|
1,050 |
|
|
|
|
|
|
Working capital (deficit)
|
|
|
9,293 |
|
|
|
(2,119 |
) |
|
|
(4,457 |
) |
|
|
(175 |
) |
|
|
12,113 |
|
|
Total assets
|
|
|
27,185 |
|
|
|
21,949 |
|
|
|
23,547 |
|
|
|
24,938 |
|
|
|
33,074 |
|
|
Total stockholders equity
|
|
|
12,238 |
|
|
|
2,255 |
|
|
|
2,419 |
|
|
|
6,952 |
|
|
|
18,234 |
|
|
|
(a) |
The balance sheet for December 31, 2000 reflects the net
liabilities of the VistaSource business unit within current
liabilities. |
|
|
Item 7. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
OVERVIEW OF THE COMPANYS OPERATIONS
The Company is a global provider of business intelligence
(BI) and business performance management
(BPM) solutions, focused on interactive planning,
budgeting, forecasting and analytics as well as financial
reporting. These solutions enable customers to continuously
manage and monitor performance across financial
11
and operational functions within the enterprise, with the views
of past performance, the current state of business, and future
opportunities.
The Company sells its products through both a direct sales force
and an expanding network of partners, both domestically and
internationally. These partners provide additional
implementation resources, domain expertise and complementary
applications using the Companys software products. The
Company continues to focus its efforts selling and marketing the
licensing and maintenance of its products while increasing the
engagement of partners to provide consulting services on the
implementation and integration of its product.
The Company has decided to strategically and tactically focus
its efforts, including development, sales and marketing, on its
BI and BPM products. In the first quarter of 2003, the Company
sold its customer relationship management business (CRM
Business) (see Note 12 of the Notes to the
Consolidated Financial Statements). The Companys operating
results reflect the operations of the CRM Business up through
its sale, which occurred on January 21, 2003, followed by a
March 17, 2003 closing relating to the German component of
the CRM Business. The Company is currently only selling BPM and
BI products and related services. The Companys 2004
revenues are solely comprised of sales from its BI/ BPM products.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
This Managements Discussion and Analysis of Financial
Condition and Results of Operations discusses the Companys
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. Management bases its
estimates and assumptions on expected or known trends or events,
historical experience and various other factors that are
believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
Management believes the following critical accounting policies,
among others, involve the more significant judgments and
estimates used in the preparation of its consolidated financial
statements.
Revenue from software licensing and service fees is recognized
in accordance with Statement of Position (SOP) 97-2,
Software Revenue Recognition, and SOP 98-9
Software Revenue Recognition with Respect to Certain
Transactions. Substantially all of the Companys
product license revenue is earned from licenses of off-the-shelf
software requiring no customization. Accordingly, the Company
recognizes revenue from software licensing when all of the
following criteria are met: (1) persuasive evidence of an
arrangement exists via a signed agreement or purchase order;
(2) delivery has occurred including authorization keys;
(3) the fee is fixed or determinable representing amounts
that are due unconditionally with no future obligations under
customary payment terms; and (4) collectibility is probable.
For contracts with multiple obligations (e.g., delivered and
undelivered products, support obligations, consulting, and
training services), the Company determines the amount of revenue
to allocate to the licenses sold with services or maintenance
using the residual method of accounting. Under the
residual method, the Company allocates the total value of the
arrangement first to the undelivered elements based on their
vendor specific objective evidence (VSOE) and the remainder
to the delivered element, the software license. The Company has
determined fair value based upon prices it charges customers
when these elements are sold separately. Maintenance contracts
are generally sold with the initial licenses. The related
maintenance revenue is deferred based upon VSOE, which is
determined by the renewal price of the annual maintenance
contract, and is recognized ratably over the maintenance
contract period. The Company recognizes consulting and training
service revenues, including those sold with license fees, as the
services are performed based upon their established VSOE.
12
In those instances in which indirect channel partners provide
certain support services under the maintenance support contracts
to the end-user customer, the Company accounts for amounts
received in these arrangements in accordance with Emerging
Issues Task Force 99-19, Reporting Revenue Gross as a
Principal versus Net as an Agent. The Company must make
certain judgments in these types of arrangements including
whether the Company or the indirect channel partner is the
primary obligor in the arrangement with the end-user customer.
|
|
|
Accounts Receivable and Bad Debt |
The Company maintains allowances for doubtful accounts for
estimated losses resulting from the inability of its customers
to make required payments. The Company continuously monitors
collections and payments from its customers and determines the
allowance for doubtful accounts based upon analysis of aged
accounts receivable, historical experience and specific customer
collection issues. An allowance for doubtful accounts is
provided for accounts that management believes may not be
collected due to a customers financial circumstance (e.g.
bankruptcy), and for all accounts that are over 180 days
past due, absent evidence that supports their collectibility. If
the financial condition of the Companys customers were to
deteriorate, resulting in an impairment of their ability to make
payments, or the Companys overdue receivables balance were
to increase significantly, additional allowances may be
required. The Company generally invoices the customer in the
same local currency as to be paid by the customer. The Company
does not currently hedge its foreign customer receivables due to
the relatively small exposure from foreign currency rate
fluctuations.
|
|
|
Goodwill and Other Intangible Assets and Related
Impairment |
During 2001, the Company completed its acquisition of Dynamic
Decisions and recorded goodwill in the amount of $934,000
associated with the excess purchase price over the fair value of
the net assets acquired and identifiable intangible assets of
$1,500,000 assigned to identified customer relationships. The
amounts assigned to the identifiable assets and liabilities
acquired in connection with the acquisition were based on
estimated fair values at the date of acquisition. The fair
values were determined by the Companys management, based
in part upon information supplied by the management of the
acquired business and a valuation prepared by an independent
appraiser. The valuation of identified customer relationships
was based primarily upon future cash flow projections discounted
to present value using a risk-adjusted discount rate.
In assessing the recoverability of the Companys goodwill
and other intangible assets, the Company must make assumptions
regarding estimated future cash flows and other factors
including legal factors, market conditions and operational
performance of its acquired businesses to determine the fair
value of the respective assets. If these estimates or their
related assumptions change in the future, the Company may be
required to record impairment charges for these assets. If
events change and the Company has overestimated the economic
life of its intangible asset, the Company will begin to amortize
the remaining unamortized carrying value of this asset over the
newly estimated life, which may result in additional
amortization expense.
During 2004, 2003 and 2002, the Company recorded charges in
connection with its restructuring programs. These charges
include estimates pertaining to the settlements of contractual
obligations, including the restructuring of its UK office lease,
Westborough, MA headquarters lease and employee separation
costs resulting from the Companys actions. Although the
Company does not anticipate significant changes, the actual
costs may differ from these estimates, which would result in
incremental charges or credits to the income statement and have
cash flow ramifications.
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109
Accounting for Income Taxes
(SFAS No. 109), which requires that
deferred tax assets and liabilities be recognized using enacted
tax rates for the effect of temporary differences between the
book and tax bases of recorded assets and liabilities.
SFAS No. 109 also requires that deferred tax assets be
13
reduced by a valuation allowance if it is more likely than not
that some portion or all of the deferred tax asset will not be
realized. The Company evaluates quarterly the realizability of
its deferred tax assets by assessing its valuation allowance and
by adjusting the amount of such allowance, if necessary. At
December 31, 2004 and December 31, 2003, the
Companys U.S. deferred tax assets were fully
reserved. In the event the Company were to determine in the
future that it would be able to realize its deferred tax assets
in excess of its net-recorded amount, an adjustment to the
deferred tax asset would increase income in the period such
determination was made.
RESULTS OF OPERATIONS
|
|
|
Year Ended December 31, 2004 Compared to Year
Ended December 31, 2003 |
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
|
|
Percent of | |
|
|
|
Percent of | |
|
|
|
Percent of | |
|
|
2004 | |
|
Revenue | |
|
2003 | |
|
Revenue | |
|
2002 | |
|
Revenue | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except percentages) | |
BPM/ BI
|
|
$ |
16,228 |
|
|
|
52 |
% |
|
$ |
12,969 |
|
|
|
47 |
% |
|
$ |
11,114 |
|
|
|
30 |
% |
CRM
|
|
|
|
|
|
|
|
% |
|
|
253 |
|
|
|
1 |
% |
|
|
4,936 |
|
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Software License Revenues
|
|
|
16,228 |
|
|
|
52 |
% |
|
|
13,222 |
|
|
|
48 |
% |
|
|
16,050 |
|
|
|
44 |
% |
BPM/ BI
|
|
|
1,413 |
|
|
|
5 |
% |
|
|
2,597 |
|
|
|
9 |
% |
|
|
2,060 |
|
|
|
6 |
% |
CRM
|
|
|
|
|
|
|
|
% |
|
|
440 |
|
|
|
2 |
% |
|
|
3,812 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Professional Services Revenues
|
|
|
1,413 |
|
|
|
5 |
% |
|
|
3,037 |
|
|
|
11 |
% |
|
|
5,872 |
|
|
|
16 |
% |
BPM/ BI
|
|
|
13,274 |
|
|
|
43 |
% |
|
|
10,537 |
|
|
|
39 |
% |
|
|
8,046 |
|
|
|
22 |
% |
CRM
|
|
|
|
|
|
|
|
% |
|
|
559 |
|
|
|
2 |
% |
|
|
6,628 |
|
|
|
18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Maintenance Revenues
|
|
|
13,274 |
|
|
|
43 |
% |
|
|
11,096 |
|
|
|
41 |
% |
|
|
14,674 |
|
|
|
40 |
% |
BPM/ BI
|
|
|
14,687 |
|
|
|
48 |
% |
|
|
13,134 |
|
|
|
48 |
% |
|
|
10,106 |
|
|
|
28 |
% |
CRM
|
|
|
|
|
|
|
|
% |
|
|
999 |
|
|
|
4 |
% |
|
|
10,440 |
|
|
|
28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Professional Services and Maintenance Revenues
|
|
|
14,687 |
|
|
|
48 |
% |
|
|
14,133 |
|
|
|
52 |
% |
|
|
20,546 |
|
|
|
56 |
% |
BPM/ BI
|
|
|
30,915 |
|
|
|
100 |
% |
|
|
26,103 |
|
|
|
95 |
% |
|
|
21,220 |
|
|
|
58 |
% |
CRM
|
|
|
|
|
|
|
|
% |
|
|
1,252 |
|
|
|
5 |
% |
|
|
15,376 |
|
|
|
42 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
$ |
30,915 |
|
|
|
100 |
% |
|
$ |
27,355 |
|
|
|
100 |
% |
|
$ |
36,596 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues for the year ended December 31, 2004 were
$30,915,000, compared to $27,355,000 for the year ended
December 31, 2003. Revenues for the year ended
December 31, 2003 include $1,252,000 from the
Companys CRM Business, which was sold during the first
quarter of 2003. Revenue from BI/ BPM products increased 18%
from $26,103,000 for the year ended December 31, 2003 to
$30,915,000 for the year ended December 31, 2004. Total
revenues for the year ended December 31, 2004 increased
13%. The increases in BI/ BPM revenues and total revenues
included the favorable impacts of foreign currency exchange rate
fluctuations from the prior year. When expressed at constant
foreign currency rates, total revenues increased 5% for the year
ended December 31, 2004 compared to the prior year.
Software license revenue increased by $3,006,000 to $16,228,000,
or 52% of total revenues, in 2004 from $13,222,000, or 48% of
total revenues, in 2003. Software license revenues for the year
ended December 31, 2004 were solely from BI/ BPM products.
Domestic software license revenue increased 36% to $5,767,000 in
2004 from $4,244,000 in 2003. International software license
revenue increased 17% to $10,461,000 in 2004 from $8,978,000 in
2003.
14
The increase in domestic license revenues for the year ended
December 31, 2004 compared to same period of the prior year
was partially attributable to the Companys first-ever
license transaction in excess of $1 million completed in
the fourth quarter of 2004. The increase in international
software license revenue was partially due to favorable impacts
of foreign currency exchange rate fluctuations in the weighted
average values of the British pound, Euro and Australian dollar
in relation to the U.S. dollar. The net effect of foreign
currency exchange rate fluctuations was an increase in software
license revenues of approximately $1,070,000 for the year ended
December 31, 2004.
The Company markets its products through its direct sales force
and indirect partners. The Company continues to focus on
complementing its direct sales force with indirect channel
partners, which consist of original equipment manufacturers
(OEMs), value added resellers (VARs),
independent distributors and sales agents.
|
|
|
Professional Services and Maintenance |
Professional services and maintenance revenues increased by 4%
to $14,687,000 in 2004 as compared to $14,133,000 in 2003.
Maintenance revenues increased 20% to $13,274,000 in 2004
compared to $11,096,000 in 2003, while professional services
revenues decreased 53% to $1,413,000 in 2004 compared to
$3,037,000 in 2003. The increase in maintenance revenue was
primarily attributable to the sale of software licenses to new
customers coupled with high rates of renewals of annual
maintenance contracts from the sale of licenses in prior
periods. The decrease in professional services revenue was
primarily due to the Companys greater reliance on its
partners to perform these services. The Company will continue to
rely primarily on its partners to provide consulting services,
including BI/ BPM product implementations, as the Company
focuses on maintenance services, which include telephonic
support, unspecified product upgrades, and bug fixes and
patches. The increase in professional services and maintenance
revenues was also partially due to favorable impacts of foreign
currency exchange rate fluctuations in the weighted average
values of the British pound, Euro and Australian dollar in
relation to the U.S. dollar. The net effect of foreign
currency exchange rate fluctuations was an increase to
professional service and maintenance revenues of approximately
$1,013,000 for the year ended December 31, 2004. The
Company expects maintenance revenues to continue to increase due
to strong customer maintenance renewal rates.
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
|
|
2003 | |
|
|
|
2002 | |
|
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
(In thousands, except percentages) | |
Cost of Software License
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
427 |
|
|
|
|
|
|
$ |
1,850 |
|
|
|
|
|
|
$ |
2,040 |
|
|
|
|
|
Cost of Professional Services and Maintenance Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Professional Services Revenues
|
|
|
1,036 |
|
|
|
|
|
|
|
2,594 |
|
|
|
|
|
|
|
5,823 |
|
|
|
|
|
|
Cost of Maintenance Revenues
|
|
|
2,576 |
|
|
|
|
|
|
|
2,676 |
|
|
|
|
|
|
|
4,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,612 |
|
|
|
|
|
|
|
5,270 |
|
|
|
|
|
|
|
9,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost of Revenues
|
|
$ |
4,039 |
|
|
|
|
|
|
$ |
7,120 |
|
|
|
|
|
|
$ |
12,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin:
|
|
|
|
|
|
|
|
(A) |
|
|
|
|
|
|
|
(A) |
|
|
|
|
|
|
|
(A) |
|
|
Software License
|
|
$ |
15,801 |
|
|
|
97 |
% |
|
$ |
11,372 |
|
|
|
86 |
% |
|
$ |
14,010 |
|
|
|
87 |
% |
Professional Services and Maintenance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Services
|
|
|
377 |
|
|
|
27 |
% |
|
|
443 |
|
|
|
15 |
% |
|
|
49 |
|
|
|
1 |
% |
|
|
Maintenance
|
|
|
10,698 |
|
|
|
81 |
% |
|
|
8,420 |
|
|
|
76 |
% |
|
|
10,508 |
|
|
|
72 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
11,075 |
|
|
|
75 |
% |
|
|
8,863 |
|
|
|
63 |
% |
|
|
10,557 |
|
|
|
51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross Margin
|
|
$ |
26,876 |
|
|
|
87 |
% |
|
$ |
20,235 |
|
|
|
74 |
% |
|
$ |
24,567 |
|
|
|
67 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) |
Gross margins calculated as a percentage of related revenues. |
15
|
|
|
Cost of Software License Revenues |
Cost of software license revenues consist primarily of
third-party software royalties, cost of product packaging and
documentation materials, and amortization of capitalized
software costs. Cost of software license revenues as a
percentage of software license revenues was 3% for the year
ended December 31, 2004, compared to 14% for the year ended
December 31, 2003, respectively. The decrease in the
percentages above and corresponding improvement in software
license gross margin was primarily due to a decrease of $930,000
in the amortization of capitalized software development costs
for the year ended December 31, 2004 compared to the prior
year. Capitalized software development costs were fully
amortized in the second quarter of 2004. The decrease was also
attributable to a reduction of $540,000 in third-party software
royalties paid by the Company during 2004 compared to 2003.
|
|
|
Cost of Professional Services and Maintenance
Revenues |
The cost of professional services and maintenance revenues
consists primarily of personnel salaries and benefits,
facilities and information system costs incurred to provide
consulting, training and customer support and payments to
indirect channel partners to provide first level support to
end-user customers. These payments to indirect channel partners
to provide first level support are generally amortized over the
12-month maintenance support period of the underlying contract
with the end-user customer. Cost of professional services and
maintenance revenues decreased by $1,658,000 to $3,612,000 for
the year ended December 31, 2004 from $5,270,000 for the
year ended December 31, 2003. This decrease reflects a
reduction in professional service employees in general as the
Company focuses on the utilization of partners for consulting
services relating to its product. The decrease was also due to
the Companys decrease in the number of professional
service employees as a result of transfers in conjunction with
the sale of the CRM Business in the first quarter of 2003. Gross
margin of professional services and maintenance revenues
increased to 75% for the year ended December 31, 2004 as
compared to 63% for the year ended December 31, 2003. The
improvements in gross margins were due to, in addition to the
lower costs described above, a change in revenue mix from lower
margin consulting revenues to higher margin maintenance
revenues. The Company will continue to focus on the utilization
of partners to deliver consulting services for product
implementations and customization of its products.
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
|
|
Percent of | |
|
|
|
Percent of | |
|
|
|
Percent of | |
|
|
2004 | |
|
Revenue | |
|
2003 | |
|
Revenue | |
|
2002 | |
|
Revenue | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except percentages) | |
Sales and marketing
|
|
$ |
10,588 |
|
|
|
34 |
% |
|
$ |
10,747 |
|
|
|
39 |
% |
|
$ |
15,311 |
|
|
|
42 |
% |
General and administrative
|
|
|
6,217 |
|
|
|
20 |
% |
|
|
7,653 |
|
|
|
28 |
% |
|
|
5,249 |
|
|
|
14 |
% |
Product development
|
|
|
4,785 |
|
|
|
15 |
% |
|
|
5,512 |
|
|
|
20 |
% |
|
|
5,699 |
|
|
|
16 |
% |
Restructuring expense
|
|
|
577 |
|
|
|
2 |
% |
|
|
3,238 |
|
|
|
12 |
% |
|
|
381 |
|
|
|
1 |
% |
Compensation expenses related to an acquisition
|
|
|
|
|
|
|
|
|
|
|
583 |
|
|
|
2 |
% |
|
|
2,155 |
|
|
|
6 |
% |
Amortization of acquired intangible asset
|
|
|
250 |
|
|
|
1 |
% |
|
|
250 |
|
|
|
1 |
% |
|
|
250 |
|
|
|
1 |
% |
Write down of notes receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
964 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
$ |
22,417 |
|
|
|
73 |
% |
|
$ |
27,983 |
|
|
|
102 |
% |
|
$ |
30,009 |
|
|
|
82 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing expenses consist primarily of salaries and
benefits, commissions and bonuses for the Companys sales
and marketing personnel, field office expenses, travel and
entertainment, promotional and advertising expenses and the cost
of the Companys international operations, which are sales
operations. Sales
16
and marketing expenses decreased $159,000 to $10,588,000 for the
year ended December 31, 2004 from $10,747,000 for the year
ended December 31, 2003. Sales and marketing expenses as a
percentage of total revenue were 34% and 39% for the year ended
December 31, 2004 and 2003, respectively. The decrease in
sales and marketing expenses for the year ended
December 31, 2004 was primarily due to a decrease in sales
and marketing costs related to its CRM product and decreases in
sales and marketing employees and their related salaries as a
result of transfers in conjunction with the sale of the CRM
Business in the first quarter of 2003. This decrease was
partially offset by an unfavorable impact on sales and marketing
expenses for the year ended December 31, 2004 as a result
of foreign currency exchange rate fluctuations due to the
strength of the foreign currencies against the U.S. dollar
in 2004 versus 2003 and the related effects on the weighted
average values of the British pound, Euro and Australian dollar
in relation to the U.S. dollar. The net effect of foreign
currency exchange rate fluctuations was an increase to sales and
marketing expenses of approximately $621,000, or 6%, for the
year ended December 31, 2004.
|
|
|
General and Administrative |
General and administrative expenses consist primarily of
salaries, benefits and occupancy costs for executive,
administrative, finance, information technology, and human
resource personnel, as well as accounting and legal costs.
General and administrative expenses also include legal costs
(including costs under indemnification obligations to former
executives) associated with the investigation by the SEC related
to the Companys financial restatements for the fiscal
years 2001 and 2002. General and administrative expenses
decreased $1,436,000, to $6,217,000, or 20% of total revenues,
for the year ended December 31, 2004 from $7,653,000, or
28% of total revenues, for the year ended December 31,
2003. The decrease was primarily due to lower executive
severance costs and stock-based compensation expenses related to
certain executive stock options incurred during 2004 compared to
the prior year. The decrease was also attributable to a
reduction in allocated rent expense for 2004, resulting from the
Companys restructuring of its headquarters lease in
January 2004. The Company will continue to closely monitor
general and administrative costs.
Product development expenses include costs associated with the
development of new products, enhancements of existing products
and quality assurance activities, and consist primarily of
employee salaries and benefits, consulting costs and the cost of
software development tools. The Company capitalizes product
development costs during the required capitalization period once
the Company has reached technological feasibility through
general release of its software products. The Company considers
technological feasibility to be achieved when a product design
and working model of the software product have been completed
and the software product is ready for initial customer testing.
Capitalized software development costs are then amortized on a
product-by-product basis over the estimated product life of
between one to two years and are included in the cost of
software license revenue. There were no software development
costs that qualified for capitalization during the years ended
December 31, 2003 or 2004. Product development costs not
meeting the requirements of capitalization are expensed as
incurred.
Product development expenses decreased $727,000 to $4,785,000
for the year ended December 31, 2004 from $5,512,000 for
the year ended December 31, 2003. These expenses
represented 15% of total revenue for the year ended
December 31, 2004, as compared to 20% of total revenues for
the year ended December 31, 2003. The decrease in product
development expenses was primarily due to the transfer of
product development employees in conjunction with the sale of
the CRM Business in the first quarter of 2003. The decrease was
also attributable to a reduction in allocated rent expense
resulting from the Companys restructuring of its
headquarters lease in January 2004. The Company
anticipates that it will continue to devote substantial
resources to the development of new products, new versions of
its existing products, including Applix TM1 and related
applications.
In the fourth quarter of 2003, the Company adopted a plan of
restructuring to reduce operating costs. Under this plan, the
Company had ceased to use, and made the determination that it
had no future use of or
17
benefit from, certain space pertaining to its Westborough
headquarters office lease. The Company also commenced
negotiations with its landlord to settle amounts related to its
lease in general and the abandoned space in particular. These
negotiations were completed in January 2004, and as a result,
the Company was able to estimate the cost to exit this facility.
Additionally, the Company had determined that it would dispose
of certain assets, which were removed from service shortly after
the implementation of the plan. As a result of this
restructuring plan, the Company recorded a restructuring expense
for this space of $3,238,000. Restructuring expense included a
$3,000,000 fee paid to the landlord for the abandoned space, an
adjustment of $162,000 to reduce the Companys deferred
rent expense, adjusted transaction costs of $350,000 for
professional service fees (brokerage and legal) and $50,000 in
non-cash charges relating to the disposition of certain assets.
In the second quarter of 2004, the Company recorded a credit to
the restructuring charge of $27,000 as a change in estimate due
to lower than anticipated professional service fees. The
restructuring charge was fully paid as of December 31, 2004.
The accrued restructuring expenses, as well as the
Companys 2004 adjustments, payments and write-offs made
against accruals for the renegotiation of the Westborough
headquarters office lease are detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at | |
|
|
|
|
|
Balance at |
|
|
December 31, | |
|
|
|
Payments and | |
|
December 31, |
|
|
2003 | |
|
Adjustment | |
|
Write-Offs | |
|
2004 |
|
|
| |
|
| |
|
| |
|
|
Facility exit costs
|
|
$ |
3,050,000 |
|
|
$ |
|
|
|
$ |
(3,050,000 |
) |
|
$ |
|
|
Professional service fees
|
|
|
350,000 |
|
|
|
(27,000 |
) |
|
|
(323,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,400,000 |
|
|
$ |
(27,000 |
) |
|
$ |
(3,373,000 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the second quarter of 2004, the Company adopted a plan of
restructuring to reduce operating costs. Under this plan, the
Company made the determination that it had no future use of or
benefit from, certain space pertaining to its UK office lease.
In June 2004, the Company entered into a sublease agreement with
a subtenant for a portion of the Companys UK office lease.
In July 2004, upon exiting the space, the Company recorded a
restructuring charge of approximately $604,000. The
restructuring charge was primarily comprised of the difference
between the Companys contractual lease rate for the
subleased space and the anticipated sublease rate to be realized
over the remaining term of the original lease, discounted by a
credit adjusted risk rate of 8%. The restructuring charge also
consisted of other related professional services, including
legal fees, broker fees and certain build-out costs, incurred in
connection with the exiting of the facility.
Restructuring charges relating to the restructuring of the UK
office lease accrued and unpaid at December 31, 2004 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
Balance at | |
|
|
December 31, |
|
Restructuring | |
|
|
|
December 31, | |
|
|
2003 |
|
Expenses | |
|
Payments | |
|
2004 | |
|
|
|
|
| |
|
| |
|
| |
Facility exit costs
|
|
$ |
|
|
|
$ |
467,000 |
|
|
$ |
(94,000 |
) |
|
$ |
373,000 |
|
Other direct costs
|
|
|
|
|
|
|
137,000 |
|
|
|
(137,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
|
|
|
$ |
604,000 |
|
|
$ |
(231,000 |
) |
|
$ |
373,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Expenses Related to Acquisition |
Compensation expenses related to acquisition consists primarily
of contingent cash consideration relating to the Companys
March 2001 acquisition of Dynamic Decisions. For the year ended
December 31, 2003, the Company recorded $583,000 for
compensation expenses related to the acquisition of Dynamic
Decisions, which includes the impact of foreign currency
exchange rate fluctuations of translating the Australian dollar
to the U.S. dollar. All contingent amounts relating to the
Dynamic Decisions acquisition were paid in 2003 and no further
amounts are due.
18
|
|
|
Amortization of Acquired Intangible Asset |
Amortization expense for the acquired intangible asset, customer
relationships, associated with the Dynamic Decisions acquisition
in March 2001 was $250,000 for each of the years ended
December 31, 2004 and 2003, respectively. The amortization
expense will continue to be ratably amortized through the first
quarter of 2007.
Non-Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of | |
|
|
|
Percent of | |
|
|
|
Percent of | |
|
|
2004 | |
|
Revenue | |
|
2003 | |
|
Revenue | |
|
2002 | |
|
Revenue | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except percentages) | |
Interest and other income (loss), net
|
|
|
313 |
|
|
|
1 |
% |
|
|
933 |
|
|
|
3 |
% |
|
|
(47 |
) |
|
|
|
|
Net (loss) gain from sale of subsidiary
|
|
|
|
|
|
|
|
|
|
|
(164 |
) |
|
|
(1 |
)% |
|
|
141 |
|
|
|
|
|
Net gain from sale of CRM business
|
|
|
261 |
|
|
|
1 |
% |
|
|
7,910 |
|
|
|
29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
574 |
|
|
|
|
|
|
$ |
8,679 |
|
|
|
|
|
|
$ |
94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and Other Income (Loss), Net |
Interest and other income (loss), net consists primarily of
interest income, interest expense and gains and losses on
foreign currency exchange fluctuations.
Interest and other income (loss), net decreased to income of
$313,000 for the year ended December 31, 2004, as compared
to income of $933,000 for the year ended December 31, 2003.
The decrease was primarily due to a lower net gain on foreign
currency exchange fluctuations in 2004 compared to 2003 coupled
with a provision of approximately $300,000 recorded in the
fourth quarter of 2004 which represents the Companys
estimated exposure relating to the on-going unclaimed abandoned
property audit by the Commonwealth of Massachusetts. This
decrease in other income was offset by a gain recorded in the
second quarter of 2004 of approximately $195,000 relating to the
sale of its French subsidiary in second quarter of 2001. The
Company received $195,000 from the buyer which had been held in
escrow pending the outcome of a tax audit.
In December 2002, the Company sold the stock of its Dutch
subsidiary, a remote sales office, and recorded a gain from the
sale of $141,000. The transaction included substantially all of
the subsidiarys assets and liabilities and an amendment to
the existing distribution agreement between the Company and the
purchaser to provide the purchaser exclusive rights to resell
the Companys CRM products in the Netherlands. In 2003, the
Company eliminated the gain on the sale as a result of certain
post-closing adjustments and the additional accrual of
transaction costs.
|
|
|
Net Gain from Sale of CRM Business |
In the first quarter of 2003, the Company completed the sale of
certain assets relating to its customer relationship management
software solutions (the CRM Business) to iET
Acquisition, LLC (iET), a wholly-owned subsidiary of
Platinum Equity Holdings, LLC for $5,750,000 in cash
consideration, of which $487,000 was paid back as of
December 31, 2003 to iET for net working capital
adjustments. The sale excluded approximately $2,800,000 in net
accounts receivable generated from the sale of CRM products and
services. Accordingly, the Company recorded a net gain before
tax of $7,910,000 for the year ended December 31, 2003,
which includes net cash consideration of $5,263,000 and
$3,552,000 of net liabilities assumed by iET less transaction
costs of $905,000.
During 2004, the Company reversed an accrual related to the sale
of the CRM business since there were no identified remaining
transaction costs or post-closing adjustments. This reversal
resulted in an adjustment
19
of approximately $261,000 to the net gain from the sale of the
CRM business. As of December 31, 2004, the Company does not
anticipate any further adjustments relating to the sale of the
CRM business.
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Provision for Income Taxes |
The provision for income taxes represents the Companys
federal and state income tax obligations as well as foreign
current and deferred tax provisions. For the years ended
December 31, 2004 and 2003, provisions for income taxes
were $225,000 and $764,000, respectively. This decrease in tax
provision was primarily attributable to foreign deferred income
tax benefit of approximately $496,000 recorded during the year
ended December 31, 2004.
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|
Year Ended December 31, 2003 Compared to Year
Ended December 31, 2002 |
Total revenues in 2003 decreased 25% to $27,355,000 compared to
$36,596,000 in 2002. Software license revenue decreased in 2003
to $13,222,000 from $16,050,000 in 2002. This decrease in
software license revenue of $2,828,000 was primarily due to the
Companys sale of the CRM business in the first quarter of
2003, as CRM software license revenue decreased by $4,683,000 to
$253,000 in 2003 from $4,936,000 in 2002. The software license
revenue decrease was partially offset by a $1,855,000, or 17%
increase in BPM/ BI software license revenues. Domestic software
license revenue decreased 42% to $4,244,000 in 2003 from
$7,288,000 in 2002. International software license revenue
increased 2% to $8,978,000 in 2003 from $8,762,000 in 2002. The
decrease was primarily due to the decline in the global economy
especially in the European market and the continued slowdown in
CRM market and in information technology spending.
Professional services and maintenance revenues decreased 31% to
$14,133,000 in 2003 as compared to $20,546,000 in 2002.
Maintenance revenues decreased 24% to $11,096,000 in 2003
compared to $14,674,000 in 2002, while consulting and training
revenues decreased 48% to $3,037,000 in 2003 compared to
$5,872,000 in 2002. The total maintenance, consulting and
training revenues decrease of $6,413,000 was primarily due to
the Companys sale of the CRM business in the first quarter
2003, as well as the Companys focus on more selective
consulting engagements, greater reliance on indirect Applix
partners and the increase in BPM/ BI implementations, which
require fewer consulting hours to implement these products. The
Company will continue to rely on its partners to provide
consulting, including BPM/ BI implementations as it focuses on
maintenance services, which includes telephonic support,
unspecified product upgrades and bug fixes and patches.
Gross margin increased to 74% in 2003 from 67% in 2002. Software
license revenue gross margin decreased slightly to 86% in 2003
from 87% in 2002, due to a decline in software license revenue
offset by a decrease in amortization of capitalized software
development costs and third party royalties. Professional
services and maintenance revenue gross margin from increased to
63% in 2003 from 51% in 2002 due to a change in revenue mix from
lower margin consulting revenues to higher margin maintenance
revenues.
Sales and marketing expenses decreased 30% to $10,747,000 for
the year ended December 31, 2003 from $15,311,000 for the
year ended December 31, 2002. The overall decrease in
spending was primarily attributable to the decrease in sales
commissions that resulted from a decrease in the Companys
license revenues and a reduction in sales and marketing
salaries, commissions, bonuses and benefits from those employees
transferred in connection with the sale of the CRM business in
the first quarter of 2003. Sales and marketing expenses
decreased as a percentage of total revenue to 39% for the year
ended December 31, 2003 compared to 42% for the year ended
December 31, 2002. The Company anticipates an increase in
the size of its direct sales force and an increase in marketing
efforts associated with its current products and future product
releases.
Product development expenses decreased 3% to $5,512,000 for the
year ended December 31, 2003 from $5,699,000 for the year
ended December 31, 2002. These expenses represent 20% of
total revenue for year ended December 31, 2003 compared to
16% of total revenue for the year ended December 31, 2002.
The increase in product development expenses as a percentage of
total revenues was primarily due to the Company not capitalizing
any additional product development costs related to its software
products as no costs met the criteria for capitalization in
2003. This is compared to $1,553,000 which the Company
capitalized in product
20
development costs for the year ended December 31, 2002.
This percentage of revenue increase was partially offset by a
reduction in product development salaries and benefits from
those employees transferred in connection with the sale of the
CRM business in the first quarter of 2003.
General and administrative expenses increased 46% to $7,653,000
for the year ended December 31, 2003 compared to $5,249,000
for the year ended December 31, 2002. The increase was
primarily due to executive termination costs, including
severance pay, extended medical benefits, and stock-based
compensation related to the modifications of terminated
executives stock awards, costs associated with the
Companys two financial restatements, costs associated with
the related SEC investigation and legal and auditing fees. As a
percentage of total revenues, general and administrative
expenses were 28% in 2003 compared to 14% in 2002. The increase
in general and administrative expenses as a percentage of total
revenues in 2003 as compared to 2002 was due in part to the
decrease in total revenues.
In the second quarter of 2002, the Company adopted a plan of
restructuring to reduce operating costs. The plan included the
reduction of headcount of five non-management employees, four
sales people and one administrative employee. The plan also
included the closure of two foreign offices. As a result of the
restructuring plan, the Company recorded a charge of $103,000
comprising of $74,000 for workforce reduction and $29,000 for
office closures. The restructuring charge was fully paid as of
December 31, 2002. Also, in the second quarter of 2002, the
Company negotiated an early lease cancellation for a certain
office lease for an amount less than the remaining lease
obligation, which resulted in a credit of $140,000 relating to
the 2001 restructuring charge.
In the third quarter of 2002, the Company adopted a plan of
restructuring to further reduce operating costs. The plan
included a reduction of headcount of 21 non-management and three
management employees, primarily professional services, sales,
marketing, and customer support personnel. The plan also
included the closure of one foreign office. As a result of the
restructuring plan, the Company recorded a charge of $398,000,
which is comprised of $372,000 for workforce reduction, $20,000
related termination costs, and $6,000 for office closure. During
the fourth quarter of 2002, the Company recorded an adjustment
to increase this charge by $20,000. In addition, the Company
changed its estimate of the amounts within workforce, office
closures and other contractual obligations, which did not result
in a change in the total amount of the charge. These changes
were not significant. The remaining unpaid balance of $71,000 as
of December 31, 2002 was paid in full during the first
quarter of 2003.
Compensation expenses and amortization of acquired intangibles
consists primarily of contingent cash consideration relating to
the Companys March 2001 acquisition of Dynamic Decisions
and the amortization of identified intangible assets, consisting
of customer relationships, associated with the acquisition. For
the years ended 2003 and 2002, the Company recorded compensation
expense, which includes the impact of foreign currency exchange
rate fluctuations of translating the Australian dollar to the
U.S. dollar, related to these contingent payments of
$583,000 and $2,153,000, respectively. Amortization expense for
the customer relationships associated with the Dynamic Decisions
acquisition was $250,000 and $252,000, for the year ended 2003
and 2002, respectively. All contingent amounts due for the
Dynamic Decisions acquisition had been paid in 2003 and no
further amounts are due.
In September 2000, the Company sold 256,002 shares of
common stock to certain Company executives. The purchases of
such shares were funded by loans from the Company to the
executives evidenced by full-recourse promissory notes due and
payable on July 31, 2005. Repayment terms were extended to
the original maturity date for several employees who
subsequently left the Company. The aggregate principal amount of
the notes totaled $1,120,000 at December 31, 2002. Certain
of these loans are and have been past due for some time, and
subsequent to December 31, 2002, in connection with a
severance arrangement the Company forgave one of the loans. As a
result of the foregoing, for accounting purposes only the
Company has characterized all of the notes as non-recourse. In
this regard, the accounting for these notes has been treated as
a repurchase of stock and the issuance of options. During the
year ended December 31, 2002, the Company recorded a charge
of $964,000 for the difference between the amounts due on the
loans, including accrued interest of $128,000, and the fair
value of the underlying stock at December 31, 2002. In
February 2005, the
21
Company collected approximately $892,000 as part of the
repayment of the remaining outstanding executive loans.
Interest and other income (expense), net increased to income of
$933,000 in 2003 from expense of $47,000 in 2002. This increase
is primarily attributable to favorable foreign currency
fluctuations in the British pound, Euro, and Australian dollar.
Additionally the increase was due to an increase in interest
income due to an increase in the average cash and cash
equivalents balance and a reduction in effective interest
expense related to the Companys bank credit facilities.
In December 2000, the Board of Directors committed to a plan to
dispose of the operations of the Companys VistaSource
business. On March 30, 2001, the Company completed the sale
of the VistaSource business unit to Real Time International,
Inc. (Real-Time), a subsidiary of Parallax Capital
Partners, LLC for $1,300,000 and a 19% equity interest in
Real-Time. The results of operations including revenue,
operating expenses, other income and expense, and income taxes
of the VistaSource business unit was reclassified as a
discontinued operation. On March 30, 2001, the Company
completed the sale of the VistaSource business and received the
purchase price of $1,300,000. For the year ended
December 31, 2001, the Company recognized a gain of
$1,081,000 for discontinued operations due to a favorable
liquidation of the net assets and liabilities of the VistaSource
business compared to previous estimates. The Companys
results of operations for the year ended December 31, 2003
and 2002 included $177,000 and $204,000, respectively, in
expenses primarily relating to certain defense costs incurred
from a claim filed against VistaSource and legal and accounting
costs associated with winding down the VistaSource business.
In December 2002, the Company sold the stock of its Dutch
subsidiary, a remote sales office, and recorded a gain from the
sale of $141,000. The transaction included substantially all of
the subsidiarys assets and liabilities and an amendment to
the existing distribution agreement between the Company and the
purchaser to provide the purchaser exclusive rights to resell
the Companys CRM products in the Netherlands. In 2003, the
Company eliminated the gain on the sale as a result of certain
post-closing adjustments and the additional accrual of
transaction costs.
Liquidity and Capital Resources
The Company derives its liquidity and capital resources
primarily from the Companys cash flow from operations. In
addition, the Company sold, at fair market value,
$3 million of its common stock in February 2004 to a member
of the Companys Board of Directors, along with another
investor who is related to the Board member, and increased its
cash balance by $1.9 million from the issuance of the
Companys common stock under its stock plans in the year
ended December 31, 2004. The Companys cash and cash
equivalent balance were $15,924,000 and $9,241,000 as of
December 31, 2004 and December 31, 2003, respectively,
which excludes restricted cash of $400,000 and $817,000,
respectively. The Companys days sales outstanding
(DSO) in accounts receivable was 59 days as of
December 31, 2004, compared with 63 days as of
December 31, 2003.
Cash provided by the Companys operating activities was
$1,553,000 for the year ended December 31, 2004 compared to
cash used in operating activities of $4,269,000 for the same
period in the prior year. Cash provided by operating activities
was due to the net income of $4,702,000 for the year ended
December 31, 2004, partially offset by the decrease in
accrued restructuring expenses of $3,027,000.
Cash used in investing activities totaled $126,000 for the year
ended December 31, 2004 compared to cash provided by
investing activities of $4,924,000 for the year ended
December 31, 2003. The decrease in cash provided in
investing activities is primarily a result of the net cash
proceeds of $5,263,000 from the sale of the CRM Business during
2003.
Cash provided by financing activities totaled $5,155,000 for the
year ended December 31, 2004, which primarily consisted of
proceeds of $1,935,000 from the issuance of stock under stock
plans, coupled with cash proceeds of $2,989,000, net of issuance
costs, from the sale of common stock to two investors described
above. This compares to total cash provided by financing
activities of $661,000 for the year ended December 31, 2003.
22
Cash paid for income taxes by the Company of $949,000 and
$574,000 for the years ended December 31, 2004 and 2003,
respectively, was primarily due to foreign taxes paid by the
Companys foreign subsidiaries.
Contractual Obligations and Off-Balance Sheet Arrangements
The Company has future cash commitments pertaining to its
contractual obligations under its non-cancelable leases. The
Companys future minimum operating and capital lease
payments for its office facilities and certain equipment as of
December 31, 2004 are:
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Less Than | |
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After | |
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Total Years | |
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1 Year | |
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1-3 Years | |
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4-5 Years | |
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5 Years | |
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| |
|
| |
|
| |
|
| |
|
| |
Non-cancelable operating leases
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|
$ |
5,556,000 |
|
|
$ |
1,191,000 |
|
|
$ |
1,843,000 |
|
|
$ |
1,808,000 |
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|
$ |
714,000 |
|
Non-cancelable capital leases
|
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|
41,000 |
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|
29,000 |
|
|
|
12,000 |
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|
|
|
|
|
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Purchase obligations
|
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|
227,000 |
|
|
|
227,000 |
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Total contractual cash obligations
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$ |
5,824,000 |
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|
$ |
1,447,000 |
|
|
$ |
1,855,000 |
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|
$ |
1,808,000 |
|
|
$ |
714,000 |
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|
In January 2004, the Company entered into a lease amendment of
its original lease with its landlord for its Westborough, MA
headquarters. The amendment required the payment of a $3,000,000
restructuring fee to the landlord, which was paid on
January 22, 2004. Per terms of the amendment, the original
lease was amended as follows: 1) a reduction in the amount
of space leased from 49,960 square feet to
24,376 square feet, 2) a reduction in annual rental
payments from approximately $1,400,000 to $550,000, 3) a
reduction in the remaining term of the lease from
93/4 years
to 7 years, and 4) a reduction in the amount of the
required irrevocable standby letter of credit from $817,000 to
$400,000. The payment required pursuant to the release of excess
space was expensed in 2003 as part of the accrued restructuring
expenses.
In June 2004, the Company entered into a sublease agreement with
a subtenant for a portion of the Companys UK office lease.
In July 2004, upon exiting the space, the Company recorded a
restructuring charge of approximately $604,000. The
restructuring charge was primarily comprised of the difference
between the Companys contractual lease rate for the
subleased space and the anticipated sublease rate to be realized
over the remaining term of the original lease, discounted by a
credit adjusted risk rate of 8%. The restructuring charge also
consisted of other related professional services, including
legal fees, broker fees and certain build-out costs, incurred in
connection with the exiting of the facility.
In March 2005, the Company signed a term sheet to renew its
credit facility, which provides for loans and other financial
accommodations, with Silicon Valley Bank (SVB). The
renewed credit facility will be a domestic working capital
line of credit and has an interest rate of prime and is in the
aggregate principal amount of up to the lesser of:
(i) $3,000,000; and (ii) an amount based upon
a percentage the Companys qualifying domestic
accounts receivable. The facility will expire in March 2007. The
Company plans to execute the renewal of its credit facility
agreement in April 2005.
The Company does not have any off-balance-sheet arrangements
with unconsolidated entities or related parties, and as such,
the Companys liquidity and capital resources are not
subject to off-balance-sheet risks from unconsolidated entities.
The Company has plans for approximately $600,000 in capital
expenditures for 2005, including hardware, software, upgrades
and replacements. The Company may finance these purchases
through use of third-party financing arrangements including its
line of credit.
For the year ended December 31, 2004, the Company achieved
operating profitability and generated positive operating cash
flow. The Company has, however, historically incurred operating
losses and negative cash flows for the last several years. As of
December 31, 2004, the Company had an accumulated deficit
of $40.7 million. Managements plans include
increasing revenues and generating positive cash flows from
operations. The Company currently expects that the principal
sources of funding for its operating expenses, capital
expenditures and other liquidity needs will be a combination of
its available cash balances, funds
23
expected to be generated from operations, and the SVB credit
facility. The availability of borrowings under the
Companys credit facility is subject to the maintenance of
certain financial covenants and the borrowing limits described
above. The Company believes that the sources of funds currently
available will be sufficient to fund its operations for at least
the next 12 months. However, there are a number of factors
that may negatively impact the Companys available sources
of funds. The amount of cash generated from or used by
operations will be dependent primarily upon the successful
execution of the Companys business plan, including
increasing revenues and reinvesting into its sales and marketing
and field operations. If the Company does not meet its plans to
generate sufficient revenue or positive cash flows, it may need
to raise additional capital or reduce spending.
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New Accounting Pronouncements |
In December 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards No. 123R, Share-Based Payment
(SFAS No. 123R). This Statement is a
revision of SFAS No. 123, Accounting for
Stock-Based Compensation, and supersedes Accounting
Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, and its related implementation
guidance. SFAS No. 123R focuses primarily on
accounting for transactions in which an entity obtains employee
services in share-based payment transactions. The Statement
requires entities to recognize stock compensation expense for
awards of equity instruments to employees based on the
grant-date fair value of those awards (with limited exceptions).
SFAS No. 123R is effective for the first interim or
annual reporting period that begins after June 15, 2005.
The Company is currently assessing the impact of
SFAS No. 123R and considering the valuation models
available.
RISK FACTORS
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OUR STOCK PRICE MAY BE ADVERSELY AFFECTED BY SIGNIFICANT
FLUCTUATIONS IN OUR QUARTERLY RESULTS. |
We may experience significant fluctuations in our future results
of operations due to a variety of factors, many of which are
outside of our control, including:
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demand for and market acceptance of our products and services; |
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the size and timing of customer orders, particularly large
orders, some of which represent more than 10% of total revenue
during a particular quarter; |
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introduction of products and services or enhancements by us and
our competitors; |
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competitive factors that affect our pricing; |
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the mix of products and services we sell; |
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the hiring and retention of key personnel; |
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our expansion into international markets; |
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the timing and magnitude of our capital expenditures, including
costs relating to the expansion of our operations; |
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the acquisition and retention of key partners; |
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changes in generally accepted accounting policies, especially
those related to the recognition of software revenue; and |
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new government legislation or regulation. |
We typically receive a majority of our orders in the last month
of each fiscal quarter because our customers often delay
purchases of products until the end of the quarter as our sales
organization and our individual sales representatives strive to
meet quarterly sales targets. As a result, any delay in
anticipated sales is likely to result in the deferral of the
associated revenue beyond the end of a particular quarter, which
would
24
have a significant effect on our operating results for that
quarter. In addition, most of our operating expenses do not vary
directly with net sales and are difficult to adjust in the short
term. As a result, if net sales for a particular quarter were
below expectations, we could not proportionately reduce
operating expenses for that quarter, and, therefore, that
revenue shortfall would have a disproportionate adverse effect
on our operating results for that quarter. If our operating
results are below the expectations of public market analysts and
investors, the price of our common stock may fall significantly.
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WE MAY NOT BE ABLE TO FULFILL ANY FUTURE CAPITAL
NEEDS. |
Although we were profitable in 2004, we have incurred losses
from continuing operations for the last several years prior to
2004. We could incur operating losses and negative cash flows in
the future because of costs and expenses relating to brand
development, marketing and other promotional activities,
continued development of our information technology
infrastructure, expansion of product offerings and development
of relationships with other businesses. There can be no
assurance that we will continue to achieve a profitable level of
operations in the future.
We believe, based upon our current business plan, that our
current cash and cash equivalents, funds expected to be
generated from operations and available credit lines should be
sufficient to fund our operations as planned for at least the
next twelve months. However, we may need additional funds sooner
than anticipated if our performance deviates significantly from
our current business plan or if there are significant changes in
competitive or other market factors. If we elect to raise
additional operating funds, such funds, whether from equity or
debt financing or other sources, may not be available, or
available on terms acceptable to us.
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IF WE DO NOT INTRODUCE NEW PRODUCTS AND SERVICES IN A
TIMELY MANNER, OUR PRODUCTS AND SERVICES WILL BECOME OBSOLETE,
AND OUR OPERATING RESULTS WILL SUFFER. |
The business performance management and business intelligence
markets, including in interactive planning, budgeting and
analytics are characterized by rapid technological change,
frequent new product enhancements, uncertain product life
cycles, changes in customer demands and evolving industry
standards. Our products could be rendered obsolete if products
based on new technologies are introduced or new industry
standards emerge.
Enterprise computing environments are inherently complex. As a
result, we cannot accurately estimate the life cycles of our
products. New products and product enhancements can require long
development and testing periods, which requires us to hire and
retain technically competent personnel. Significant delays in
new product releases or significant problems in installing or
implementing new products could seriously damage our business.
We have, on occasion, experienced delays in the scheduled
introduction of new and enhanced products and may experience
similar delays in the future.
Our future success depends upon our ability to enhance existing
products, develop and introduce new products, satisfy customer
requirements and achieve market acceptance. We may not
successfully identify new product opportunities and develop and
bring new products to market in a timely and cost-effective
manner.
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ATTEMPTS TO EXPAND BY MEANS OF BUSINESS COMBINATIONS AND
ACQUISITIONS MAY NOT BE SUCCESSFUL AND MAY DISRUPT OUR
OPERATIONS OR HARM OUR REVENUES. |
We have in the past, and may in the future, buy businesses,
products or technologies. In the event of any future purchases,
we will face additional financial and operational risks,
including:
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difficulty in assimilating the operations, technology and
personnel of acquired companies; |
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disruption in our business because of the allocation of
resources to consummate these transactions and the diversion of
managements attention from our core business; |
25
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difficulty in retaining key technical and managerial personnel
from acquired companies; |
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dilution of our stockholders, if we issue equity to fund these
transactions; |
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assumption of increased expenses and liabilities; |
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our relationships with existing employees, customers and
business partners may be weakened or terminated as a result of
these transactions; and |
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additional ongoing expenses associated with write-downs of
goodwill and other purchased intangible assets. |
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WE RELY HEAVILY ON KEY PERSONNEL. |
We rely heavily on key personnel throughout the organization.
The loss of any of our members of management, or any of our
staff of sales and development professionals, could prevent us
from successfully executing our business strategies. Any such
loss of technical knowledge and industry expertise could
negatively impact our success. Moreover, the loss of any
critical employees or a group thereof, particularly to a
competing organization, could cause us to lose market share, and
the Applix brand could be diminished.
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WE MAY NOT BE ABLE TO MEET THE OPERATIONAL AND FINANCIAL
CHALLENGES THAT WE ENCOUNTER IN OUR INTERNATIONAL
OPERATIONS. |
Due to the Companys significant international operations,
we face a number of additional challenges associated with the
conduct of business overseas. For example:
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we may have difficulty managing and administering a
globally-dispersed business; |
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fluctuations in exchange rates may negatively affect our
operating results; |
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we may not be able to repatriate the earnings of our foreign
operations; |
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we have to comply with a wide variety of foreign laws; |
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we may not be able to adequately protect our trademarks overseas
due to the uncertainty of laws and enforcement in certain
countries relating to the protection of intellectual property
rights; |
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reductions in business activity during the summer months in
Europe and certain other parts of the world could negatively
impact the operating results of our foreign operations; |
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export controls could prevent us from shipping our products into
and from some markets; |
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multiple and possibly overlapping tax structures could
significantly reduce the financial performance of our foreign
operations; |
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changes in import/export duties and quotas could affect the
competitive pricing of our products and services and reduce our
market share in some countries; and |
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economic or political instability in some international markets
could result in the forfeiture of some foreign assets and the
loss of sums spent developing and marketing those assets. |
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BECAUSE THE BUSINESS PERFORMANCE MANAGEMENT AND BUSINESS
INTELLIGENCE MARKETS ARE HIGHLY COMPETITIVE, WE MAY NOT BE ABLE
TO SUCCEED. |
If we fail to compete successfully in the highly competitive and
rapidly changing business performance management and business
intelligence markets, we may not be able to succeed. We face
competition primarily from business intelligence firms. We also
face competition from large enterprise application software
vendors, independent systems integrators, consulting firms and
in-house IT departments. Because barriers to entry into the
software market are relatively low, we expect to face additional
competition in the future.
Many of our competitors can devote significantly more resources
to the development, promotion and sale of products than we can,
and many of them can respond to new technologies and changes in
customer
26
preferences more quickly than we can. Further, other companies
with resources greater than ours may attempt to gain market
share in the customer analytics and business planning markets by
acquiring or forming strategic alliances with our competitors.
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BECAUSE WE DEPEND IN PART ON THIRD-PARTY SYSTEMS
INTEGRATORS TO PROMOTE, SELL AND IMPLEMENT OUR PRODUCTS, OUR
OPERATING RESULTS WILL LIKELY SUFFER IF WE DO NOT DEVELOP AND
MAINTAIN THESE RELATIONSHIPS. |
We rely in part on systems integrators to promote, sell and
implement our solutions. If we fail to maintain and develop
relationships with systems integrators, our operating results
will likely suffer. In addition, if we are unable to rely on
systems integrators to install and implement our products, we
will likely have to provide these services ourselves, resulting
in increased costs. As a result, our results of operations may
be harmed. In addition, systems integrators may develop, market
or recommend products that compete with our products. Further,
if these systems integrators fail to implement our products
successfully, our reputation may be harmed.
|
|
|
BECAUSE THE SALES CYCLE FOR OUR PRODUCTS CAN BE LENGTHY,
IT IS DIFFICULT FOR US TO PREDICT WHEN OR WHETHER A SALE WILL BE
MADE. |
The timing of our revenue is difficult to predict in large part
due to the length and variability of the sales cycle for our
products. Companies often view the purchase of our products as a
significant and strategic decision. As a result, companies tend
to take significant time and effort evaluating our products. The
amount of time and effort depends in part on the size and the
complexity of the deployment. This evaluation process frequently
results in a lengthy sales cycle, typically ranging from three
to six months. During this time we may incur substantial sales
and marketing expenses and expend significant management
efforts. We do not recoup these investments if the prospective
customer does not ultimately license our product.
|
|
|
OUR BUSINESS WILL BE HARMED IF WE ARE UNABLE TO PROTECT
OUR TRADEMARKS FROM MISUSE BY THIRD PARTIES. |
Our collection of trademarks is important to our business. The
protective steps we take or have taken may be inadequate to
deter misappropriation of our trademark rights. We have filed
applications for registration of some of our trademarks in the
United States. Effective trademark protection may not be
available in every country in which we offer or intend to offer
our products and services. Failure to protect our trademark
rights adequately could damage our brand identity and impair our
ability to compete effectively. Furthermore, defending or
enforcing our trademark rights could result in the expenditure
of significant financial and managerial resources.
|
|
|
OUR PRODUCTS MAY CONTAIN DEFECTS THAT MAY BE COSTLY TO
CORRECT, DELAY MARKET ACCEPTANCE OF OUR PRODUCTS AND EXPOSE US
TO LITIGATION. |
Despite testing by Applix and our customers, errors may be found
in our products after commencement of commercial shipments. If
errors are discovered, we may have to make significant
expenditures of capital to eliminate them and yet may not be
able to successfully correct them in a timely manner or at all.
Errors and failures in our products could result in a loss of,
or delay in, market acceptance of our products and could damage
our reputation and our ability to convince commercial users of
the benefits of our products.
In addition, failures in our products could cause system
failures for our customers who may assert warranty and other
claims for substantial damages against us. Although our license
agreements with our customers typically contain provisions
designed to limit our exposure to potential product liability
claims, it is possible that these provisions may not be
effective or enforceable under the laws of some jurisdictions.
Our insurance policies may not adequately limit our exposure to
this type of claim. These claims, even if unsuccessful, could be
costly and time-consuming to defend.
27
|
|
Item 7A. |
Quantitative and Qualitative Disclosures about Market
Risk |
As a multinational corporation, the Company is exposed to market
risk, primarily from changes in foreign currency exchange rates,
in particular the British pound, the Euro and the Australian
dollar. These exposures may change over time and could have a
material adverse impact on the Companys financial results.
Most of the Companys international sales through its
subsidiaries are denominated in foreign currencies. Although
foreign currency exchange rates have fluctuated significantly in
recent years, the Companys exposure to changes in net
income, due to foreign currency exchange rates fluctuations, in
the Companys foreign subsidiaries is mitigated to some
extent by expenses incurred by the foreign subsidiary in the
same currency. The Companys primary foreign currency
exposures relate to its short-term intercompany balances with
its foreign subsidiaries, primarily the Australian dollar. The
Companys foreign subsidiaries have functional currencies
denominated in the Euro, Australian dollar, British pound and
Swiss franc. Intercompany transactions denominated in these
currencies are remeasured at each period end with any exchange
gains or losses recorded in the Companys consolidated
statements of operations. During 2004, the Company reported a
net gain on foreign exchange of approximately $407,000 in its
Consolidated Financial Statements of Operations, primarily due
to favorable movements in the Australian dollar exchange rate.
Based on foreign currency exposures existing at
December 31, 2004, a 10% unfavorable movement in foreign
exchange rates related to the British pound, Euro, Australian
dollar, and Swiss franc would result in an approximately
$676,000 loss to earnings. The Company has currently not engaged
in activities to hedge these exposures.
At December 31, 2004, the Company held $15,924,000 in cash
equivalents, excluding $400,000 of restricted cash, consisting
primarily of money market funds. Cash equivalents are classified
as available for sale and carried at fair value, which
approximates cost. A hypothetical 10% increase in interest rates
would not have a material impact on the fair market value of
these instruments due to their short maturity and the
Companys intention that all the securities will be sold
within one year.
|
|
Item 8. |
Financial Statements and Supplementary Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2004 | |
|
Q2 2004 | |
|
Q3 2004 | |
|
Q4 2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(Unaudited) | |
|
|
(In thousands, except per share amounts) | |
Revenue from continuing operations
|
|
$ |
7,383 |
|
|
$ |
7,263 |
|
|
$ |
6,909 |
|
|
$ |
9,360 |
|
Gross margin from continuing operations
|
|
$ |
6,154 |
|
|
$ |
6,135 |
|
|
$ |
6,046 |
|
|
$ |
8,541 |
|
Restructuring expenses
|
|
$ |
|
|
|
$ |
(27 |
) |
|
$ |
604 |
|
|
$ |
|
|
Compensation expenses and amortization of acquired intangible
asset
|
|
$ |
63 |
|
|
$ |
62 |
|
|
$ |
63 |
|
|
$ |
62 |
|
Net gain from sale of CRM business
|
|
$ |
10 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
251 |
|
Income from continuing operations
|
|
$ |
764 |
|
|
$ |
469 |
|
|
$ |
452 |
|
|
$ |
3,123 |
|
Loss from discontinued operations
|
|
$ |
(26 |
) |
|
$ |
(18 |
) |
|
$ |
(36 |
) |
|
$ |
(26 |
) |
Net income
|
|
$ |
738 |
|
|
$ |
451 |
|
|
$ |
416 |
|
|
$ |
3,097 |
|
Net income per share, basic
|
|
$ |
0.05 |
|
|
$ |
0.03 |
|
|
$ |
0.03 |
|
|
$ |
0.22 |
|
Net income per share, diluted
|
|
$ |
0.05 |
|
|
$ |
0.03 |
|
|
$ |
0.03 |
|
|
$ |
0.20 |
|
Weighted average number of basic shares outstanding
|
|
|
13,466 |
|
|
|
14,158 |
|
|
|
14,243 |
|
|
|
14,281 |
|
Weighted average number of diluted shares outstanding
|
|
|
15,010 |
|
|
|
15,725 |
|
|
|
15,539 |
|
|
|
15,631 |
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2003 | |
|
Q2 2003 | |
|
Q3 2003 | |
|
Q4 2003 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(Unaudited) | |
|
|
(In thousands, except per share amounts) | |
Revenue from continuing operations
|
|
$ |
6,833 |
|
|
$ |
5,942 |
|
|
$ |
6,423 |
|
|
$ |
8,157 |
|
Gross margin from continuing operations
|
|
$ |
4,687 |
|
|
$ |
4,331 |
|
|
$ |
4,930 |
|
|
$ |
6,287 |
|
Restructuring expenses
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,238 |
|
Compensation expenses and amortization of acquired intangible
asset
|
|
$ |
646 |
|
|
$ |
62 |
|
|
$ |
63 |
|
|
$ |
62 |
|
Net gain from sale of CRM business
|
|
$ |
8,000 |
|
|
$ |
(78 |
) |
|
$ |
(12 |
) |
|
$ |
|
|
Income (loss) from continuing operations
|
|
$ |
5,094 |
|
|
$ |
(1,671 |
) |
|
$ |
(602 |
) |
|
$ |
(2,654 |
) |
Loss from discontinued operations
|
|
$ |
(33 |
) |
|
$ |
(23 |
) |
|
$ |
(106 |
) |
|
$ |
(15 |
) |
Net income (loss)
|
|
$ |
5,061 |
|
|
$ |
(1,694 |
) |
|
$ |
(708 |
) |
|
$ |
(2,669 |
) |
Net income (loss) per share, basic
|
|
$ |
0.41 |
|
|
$ |
(0.14 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.21 |
) |
Net income (loss) per share, diluted
|
|
$ |
0.40 |
|
|
$ |
(0.14 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.21 |
) |
Weighted average number of basic shares outstanding
|
|
|
12,453 |
|
|
|
12,472 |
|
|
|
12,590 |
|
|
|
12,825 |
|
Weighted average number of diluted shares outstanding
|
|
|
12,649 |
|
|
|
12,472 |
|
|
|
12,590 |
|
|
|
12,825 |
|
The Companys Consolidated Financial Statements are listed
under Item 15 of this Annual Report on Form 10-K are
incorporated herein by reference.
|
|
Item 9. |
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure |
This information was previously reported in a Current Report on
Form 8-K filed with the SEC on September 22, 2003.
|
|
Item 9A. |
Controls and Procedures |
The Companys management, with the participation of the
Companys chief executive officer and chief financial
officer, evaluated the effectiveness of the Companys
disclosure controls and procedures as of December 31, 2004.
The term disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the Exchange Act),
means controls and other procedures of a company that are
designed to ensure that information required to be disclosed by
a company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SECs rules and
forms. Disclosure controls and procedures include, without
limitation, controls and procedures deigned to ensure that
information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated
and communicated to the companys management, including its
principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required
disclosures. Management recognizes that any controls and
procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving their objectives
and management necessarily applies its judgment in evaluating
the cost-benefit relationship of possible controls and
procedures. Based on the evaluation of the Companys
disclosure controls and procedures as of December 31, 2004,
the Companys chief executive officer and chief financial
officer concluded that, as of such date, the Companys
disclosure controls and procedures were effective at the
reasonable assurance level.
In conjunction with the 2003 financial statement audit, in 2004,
the Company discovered that it was unable to locate certain of
its fixed assets. This matter was identified as a reportable
condition and disclosed in our Form 10-K for the year ended
December 31, 2003. In response to this identified weakness
and in an effort to correct this issue, the Company implemented
improvements to its internal controls over financial reporting
relating to its fixed assets. The net book value of these fixed
assets was deemed immaterial and, therefore, this weakness did
not have a material impact on the accuracy of our financial
statements.
Other than those procedures we have implemented to correct a
certain weakness in the internal controls over fixed assets, no
change in the Companys internal control over financial
reporting (as defined in
29
Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
occurred during the fiscal quarter ended December 31, 2004
that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over
financial reporting.
|
|
Item 9B. |
Other Information |
None.
PART III
|
|
Item 10. |
Directors and Executive Officers of the
Registrant |
The response to this item is contained in part under the caption
Directors and Executive Officers of the Registrant
in Part I of this Annual Report on Form 10-K, and in
part in the Companys Proxy Statement for the Annual
Meeting of Stockholders to be held on June 9, 2005 (the
2005 Proxy Statement) in the sections entitled
Board of Directors and Corporate Governance
Information Members of the Board of Directors,
Board of Directors and Corporate Governance
Information Director Candidates, Other
Matters Section 16(a) Beneficial Ownership
Reporting Compliance, Board of Directors and
Corporate Governance Information Board
Committees, and Board of Directors and Corporate
Governance Information Code of Business Conduct and
Ethics, which sections are incorporated herein by
reference.
|
|
Item 11. |
Executive Compensation |
The response to this item is contained in the 2005 Proxy
Statement in the section entitled Executive Compensation
And Related Matters, which section is incorporated herein
by reference.
|
|
Item 12. |
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters |
The response to this item is contained in the 2005 Proxy
Statement in the sections entitled General Information
About the Annual Meeting Beneficial Ownership of
Voting Stock, Executive Compensation and Related
Matters Equity Compensation Plan Disclosure
and Executive Compensation and Related Matters
Retention Arrangements, which sections are incorporated
herein by reference.
|
|
Item 13. |
Certain Relationships and Related
Transactions |
The response to this item is contained in the 2005 Proxy
Statement in the section entitled Executive Compensation
and Related Matters Certain Relationships and
Related Transactions, which section is incorporated herein
by reference.
|
|
Item 14. |
Principal Accountant Fees and Services |
The information required by this item is contained in the 2005
Proxy Statement Proposal 3 Ratification
of Selection of Independent Auditors Independent
Auditors Fees And Other Matters, which section is
incorporated herein by reference.
PART IV
|
|
Item 15. |
Exhibits and Financial Statement Schedules |
(a) The following are filed as part of this Annual
Report on Form 10-K.
1. Consolidated Financial Statements.
The consolidated financial statements listed in the accompanying
Index to Consolidated Financial Statements and Financial
Statement Schedule is filed as a part of this Annual Report on
Form 10-K.
2. Consolidated Financial Statement Schedules.
30
All schedules have been omitted because the required information
either is not applicable or is shown in the financial statements
or notes thereto
3. Exhibits.
The exhibits filed as a part of this Annual Report on
Form 10-K are as follows:
|
|
|
|
|
|
|
|
2 |
.1(1) |
|
|
|
Asset Purchase Agreement, dated January 21, 2003, by and
between iET Acquisition, LLC and the Registrant. |
|
|
3 |
.1(2) |
|
|
|
Restated Articles of Organization. |
|
|
3 |
.2 |
|
|
|
Amended and Restated By-laws. |
|
|
4 |
.1(3) |
|
|
|
Form of Rights Agreement, dated as of September 18, 2000,
between the Registrant and American Stock Transfer &
Trust Company, which includes as Exhibit A the terms of the
Series A Junior Participating Preferred Stock, as
Exhibit B the Form of Rights Certificate, and as
Exhibit C the Summary of Rights to Purchase Preferred Stock. |
|
|
4 |
.2(10) |
|
|
|
First Amendment to Form of Rights Agreement, dated
February 27, 2004, between the Registrant and American
Stock Transfer & Trust Company. |
|
|
10 |
.1(4) |
|
|
|
Applix, Inc. 1994 Equity Incentive Plan, as amended. |
|
|
10 |
.2(2) |
|
|
|
Applix, Inc. 1984 Stock Option Plan. |
|
|
10 |
.3(5) |
|
|
|
Applix, Inc. 2000 Director Stock Option Plan, as amended. |
|
|
10 |
.4(6) |
|
|
|
Applix, Inc. 2001 Employee Stock Purchase Plan. |
|
|
10 |
.5(7) |
|
|
|
Single Tenant Commercial Lease by and between Westborough Land
Realty Trust and the Registrant, dated January 23, 2001. |
|
|
10 |
.6(14) |
|
|
|
Letter of Intent Single Tenant Commercial Lease by and between
Westborough Land Realty Trust and the Registrant, dated
December 12, 2003. |
|
|
10 |
.7(14) |
|
|
|
First Amendment of Single Tenant Commercial Lease by and between
Westborough Land Realty Trust and the Registrant dated
December 31, 2003. |
|
|
10 |
.8(14) |
|
|
|
Second Amendment of Single Tenant Commercial Lease by and
between Westborough Land Realty Trust and the Registrant dated
January 22, 2004. |
|
|
10 |
.9(11) |
|
|
|
Severance Agreement, dated February 27, 2003, between the
Registrant and Alan Goldsworthy. |
|
|
10 |
.10(6) |
|
|
|
Executive Stock Option Acceleration Agreement between the
Registrant and Craig Cervo, dated June 9, 2000. |
|
|
10 |
.11(12) |
|
|
|
Executive Change-in-Control Agreement between the Registrant and
Craig Cervo, dated April 9, 2003. |
|
|
10 |
.12(13) |
|
|
|
Retention Agreement between the Registrant and David C. Mahoney,
dated May 1, 2003. |
|
|
10 |
.13(13) |
|
|
|
Retention Agreement between the Registrant and Milton A. Alpern,
dated June 16, 2003. |
|
|
10 |
.14(14) |
|
|
|
Purchase Agreement by and between Brad Fire and the Registrant,
dated February 27, 2004. |
|
|
10 |
.15(14) |
|
|
|
Purchase Agreement by and between Jeffrey A. Dryer and the
Registrant, dated February 27, 2004. |
|
10 |
.16(14) |
|
|
|
Loan and Security Agreement, dated March 19, 2004 between
the Registrant and Silicon Valley Bank. |
|
|
10 |
.17(9) |
|
|
|
Applix, Inc. 2003 Director Equity Plan. |
|
|
10 |
.18(15) |
|
|
|
Retention Agreement between the Registrant and Michael Morrison,
dated as of June 1, 2004. |
|
|
10 |
.19(15) |
|
|
|
Applix, Inc. 2004 Equity Incentive Plan. |
|
|
10 |
.20(15) |
|
|
|
Form of Incentive Stock Option Agreement for the 2004 Equity
Incentive Plan. |
|
|
10 |
.21(15) |
|
|
|
Form of Nonstatutory Stock Option Agreement for the 2004 Equity
Incentive Plan. |
|
|
10 |
.22(16) |
|
|
|
Summary of 2004 Management Incentive Compensation Plan. |
|
|
10 |
.23(16) |
|
|
|
Form of Stock Option Agreement for 2003 Director Equity
Plan. |
|
|
10 |
.24 |
|
|
|
Summary of Compensation Policy for Directors of Applix, Inc. |
31
|
|
|
|
|
|
|
|
|
21 |
.1 |
|
|
|
Subsidiaries of the Registrant. |
|
|
23 |
.1 |
|
|
|
Consent of Independent Registered Public Accounting Firm,
Deloitte & Touche LLP. |
|
|
23 |
.2 |
|
|
|
Consent of Independent Registered Public Accounting Firm,
Ernst & Young LLP. |
|
|
31 |
.1 |
|
|
|
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Exchange Act, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Chief Executive Officer). |
|
|
31 |
.2 |
|
|
|
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Exchange Act, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Chief Financial Officer). |
|
|
32 |
.1 |
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350
(Chief Executive Officer). |
|
|
32 |
.2 |
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350
(Chief Financial Officer). |
|
|
1. |
Incorporated by reference from the Registrants Current
Report on Form 8-K, as filed with the Commission on
February 5, 2003. |
|
2. |
Incorporated by reference from the Registrants
Registration Statement on Form S-1 (File No. 33-85688). |
|
3. |
Incorporated by reference to the Registrants Registration
Statement on Form 8-A dated September 20, 2000. |
|
4. |
Incorporated by reference to the Registrants Proxy
Statement on Schedule 14A, as filed with the Commission on
April 3, 2001. |
|
5. |
Incorporated by reference to the Registrants Report on
Form 10-Q for the fiscal quarter ended June 30, 2002,
as filed with the Commission on August 14, 2002. |
|
6. |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
June 30, 2001, as filed with the Commission on
August 13, 2001. |
|
7. |
Incorporated by reference to the Registrants Report on
Form 10-K for the fiscal year ended December 31, 2000,
as originally filed with the Commission on April 2, 2001
and amended on June 15, 2001. |
|
8. |
Incorporated by reference to the Registrants Report on
Form 10-K for the fiscal year ended December 31, 2001,
as originally filed with the Commission on April 1, 2002. |
|
9. |
Incorporated by reference to the Registrants Proxy
Statement on Schedule 14A, as filed with the Commission on
April 30, 2003. |
|
|
10. |
Incorporated by reference to the Registrants Current
Report on Form 8-K/ A, as filed with the Commission on
March 4, 2004. |
|
11. |
Incorporated by reference to the Registrants Annual Report
on Form 10-K for the fiscal year ended December 31,
2002, as originally filed with the Commission on March 31,
2003. |
|
12. |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
March 31, 2003, as filed with the Commission on
May 15, 2003. |
|
13. |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
June 30, 2003, as filed with the Commission on
August 14, 2003. |
|
14. |
Incorporated by reference to the Registrants Annual Report
on Form 10-K for the fiscal year ended December 31,
2003, as filed with the Commission on March 30, 2004. |
|
15. |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
June 30, 2004, as filed with the Commission on
August 13, 2004. |
|
16. |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
September 30, 2004, as filed with the Commission on
November 15, 2004. |
|
|
|
Management contract or compensatory plan. |
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf as of March 31, 2005
by the undersigned, thereunto duly authorized.
|
|
|
|
|
David C. Mahoney |
|
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons in
the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ David C. Mahoney
David
C. Mahoney |
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
March 31, 2005 |
|
/s/ Milton A. Alpern
Milton
A. Alpern |
|
Chief Financial Officer and Treasurer
(Principal Financial and
Accounting Officer) |
|
March 31, 2005 |
|
/s/ John D. Loewenberg
John
D. Loewenberg |
|
Chairman of the Board of Directors |
|
March 31, 2005 |
|
/s/ Bradley D. Fire
Bradley
D. Fire |
|
Director |
|
March 31, 2005 |
|
/s/ Peter Gyenes
Peter
Gyenes |
|
Director |
|
March 31, 2005 |
|
/s/ Alain J. Hanover
Alain
J. Hanover |
|
Director |
|
March 31, 2005 |
|
/s/ Charles F. Kane
Charles
F. Kane |
|
Director |
|
March 31, 2005 |
33
Index to Consolidated Financial Statements
|
|
|
|
|
|
|
Page | |
|
|
| |
|
|
|
35 |
|
|
|
|
36 |
|
|
|
|
37 |
|
|
|
|
38 |
|
|
|
|
39 |
|
|
|
|
40 |
|
|
|
|
41 |
|
34
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Applix, Inc.:
We have audited the accompanying consolidated balance sheets of
Applix, Inc. as of December 31, 2004 and 2003 and the
related consolidated statements of operations,
stockholders equity and comprehensive income (loss), and
cash flows for the years then ended. These financial statements
are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion
on the effectiveness of the Companys internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of
Applix, Inc. as of December 31, 2004 and 2003 and the
results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally
accepted in the United States of America.
/s/ Deloitte &
Touche LLP
Boston, Massachusetts
March 31, 2005
35
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Applix, Inc.
We have audited the accompanying consolidated statements of
operations, stockholders equity and comprehensive income
(loss) and cash flows of Applix, Inc. for the year ended
December 31, 2002. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
results of operations and cash flows of Applix, Inc. for the
year ended December 31, 2002, in conformity with U.S.
generally accepted accounting principles.
Boston, Massachusetts
March 7, 2003, except for Note 12,
as to which the date is March 17, 2003,
and Note 9, as to which the date is May 12, 2003
36
APPLIX, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2004 and 2003
(In thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
ASSETS |
Current assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
15,924 |
|
|
$ |
9,241 |
|
|
|
Accounts receivable, less allowance for doubtful accounts of
$227 and $252, respectively
|
|
|
6,171 |
|
|
|
5,715 |
|
|
|
Other current assets
|
|
|
1,207 |
|
|
|
2,125 |
|
|
|
Deferred tax assets
|
|
|
496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
23,798 |
|
|
|
17,081 |
|
Restricted cash
|
|
|
400 |
|
|
|
817 |
|
Property and equipment, net
|
|
|
580 |
|
|
|
973 |
|
Capitalized software costs, net of accumulated amortization of
$1,840 and $1,575, respectively
|
|
|
|
|
|
|
265 |
|
Other assets
|
|
|
687 |
|
|
|
843 |
|
Intangible assets, net of accumulated amortization of $938 and
$688, respectively
|
|
|
562 |
|
|
|
812 |
|
Goodwill
|
|
|
1,158 |
|
|
|
1,158 |
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$ |
27,185 |
|
|
$ |
21,949 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
795 |
|
|
$ |
1,083 |
|
|
|
Accrued expenses
|
|
|
5,177 |
|
|
|
6,657 |
|
|
|
Accrued restructuring expenses, current portion
|
|
|
112 |
|
|
|
3,400 |
|
|
|
Deferred revenues
|
|
|
8,421 |
|
|
|
8,060 |
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
14,505 |
|
|
|
19,200 |
|
Accrued restructuring expenses, long term portion
|
|
|
261 |
|
|
|
|
|
Other long term liabilities
|
|
|
181 |
|
|
|
494 |
|
Commitments and contingencies (Note 17)
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value; 1,000,000 shares
authorized; none issued and outstanding
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.0025 par value; 30,000,000 shares
authorized; 14,290,584 and 13,220,950 shares issued,
respectively, and 14,290,584 and 12,863,323 shares
outstanding, respectively
|
|
|
36 |
|
|
|
33 |
|
|
|
Additional paid-in capital
|
|
|
54,348 |
|
|
|
50,497 |
|
|
|
Accumulated deficit
|
|
|
(40,673 |
) |
|
|
(45,375 |
) |
|
|
Accumulated other comprehensive loss
|
|
|
(1,473 |
) |
|
|
(1,539 |
) |
|
|
|
|
|
|
|
|
|
|
12,238 |
|
|
|
3,616 |
|
|
|
Less: treasury stock, 0 and 357,627 shares at cost,
respectively (Note 6)
|
|
|
|
|
|
|
(1,361 |
) |
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
12,238 |
|
|
|
2,255 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
|
$ |
27,185 |
|
|
$ |
21,949 |
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
37
APPLIX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 2004, 2003 and 2002
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software license
|
|
$ |
16,228 |
|
|
$ |
13,222 |
|
|
$ |
16,050 |
|
|
Professional services and maintenance
|
|
|
14,687 |
|
|
|
14,133 |
|
|
|
20,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
30,915 |
|
|
|
27,355 |
|
|
|
36,596 |
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software license
|
|
|
427 |
|
|
|
1,850 |
|
|
|
2,040 |
|
|
Professional services and maintenance
|
|
|
3,612 |
|
|
|
5,270 |
|
|
|
9,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues
|
|
|
4,039 |
|
|
|
7,120 |
|
|
|
12,029 |
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
26,876 |
|
|
|
20,235 |
|
|
|
24,567 |
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing (includes $23 of stock-based compensation
for the year ended December 31, 2003)
|
|
|
10,588 |
|
|
|
10,747 |
|
|
|
15,311 |
|
|
General and administrative (includes $60 and $267 of stock based
compensation for the years ended December 31, 2004 and
December 31, 2003, respectively)
|
|
|
6,217 |
|
|
|
7,653 |
|
|
|
5,249 |
|
|
Product development
|
|
|
4,785 |
|
|
|
5,512 |
|
|
|
5,699 |
|
|
Restructuring expense
|
|
|
577 |
|
|
|
3,238 |
|
|
|
381 |
|
|
Compensation expenses and amortization of acquired intangible
asset
|
|
|
250 |
|
|
|
833 |
|
|
|
2,405 |
|
|
Write down of notes receivable
|
|
|
|
|
|
|
|
|
|
|
964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
22,417 |
|
|
|
27,983 |
|
|
|
30,009 |
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
4,459 |
|
|
|
(7,748 |
) |
|
|
(5,442 |
) |
Non-operating income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income (expense), net
|
|
|
313 |
|
|
|
933 |
|
|
|
(47 |
) |
Net (loss) gain from sale of subsidiary (Note 11)
|
|
|
|
|
|
|
(164 |
) |
|
|
141 |
|
Net gain from sale of CRM business (Note 12)
|
|
|
261 |
|
|
|
7,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes
|
|
|
5,033 |
|
|
|
931 |
|
|
|
(5,348 |
) |
Provision for income taxes
|
|
|
(225 |
) |
|
|
(764 |
) |
|
|
(222 |
) |
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
4,808 |
|
|
|
167 |
|
|
|
(5,570 |
) |
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
|
(106 |
) |
|
|
(177 |
) |
|
|
(204 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
4,702 |
|
|
$ |
(10 |
) |
|
$ |
(5,774 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share, basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations, basic
|
|
$ |
0.34 |
|
|
$ |
0.01 |
|
|
$ |
(0.46 |
) |
|
Continuing operations, diluted
|
|
$ |
0.31 |
|
|
$ |
0.01 |
|
|
$ |
(0.46 |
) |
|
Discontinued operations
|
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share, basic
|
|
$ |
0.33 |
|
|
$ |
(0.00 |
) |
|
$ |
(0.47 |
) |
|
Net income (loss) per share, diluted
|
|
$ |
0.30 |
|
|
$ |
(0.00 |
) |
|
$ |
(0.47 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
14,038 |
|
|
|
12,601 |
|
|
|
12,223 |
|
|
Diluted
|
|
|
15,482 |
|
|
|
13,197 |
|
|
|
12,223 |
|
See accompanying Notes to Consolidated Financial Statements.
38
APPLIX, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME (LOSS)
Years Ended December 31, 2004, 2003 and 2002
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes | |
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated | |
|
Receivable | |
|
|
|
|
|
|
|
|
Additional | |
|
|
|
Other | |
|
from Stock | |
|
|
|
Total | |
|
|
Common | |
|
Paid-In | |
|
Accumulated | |
|
Comprehensive | |
|
Purchase | |
|
Treasury | |
|
Stockholders | |
|
|
Stock | |
|
Capital | |
|
Deficit | |
|
(Loss) Income | |
|
Agreement | |
|
Stock | |
|
Equity | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance, January 1, 2002
|
|
$ |
31 |
|
|
$ |
49,212 |
|
|
$ |
(39,591 |
) |
|
$ |
(503 |
) |
|
$ |
(1,120 |
) |
|
$ |
(1,077 |
) |
|
$ |
6,952 |
|
Stock issued under stock plans (355,080 shares)
|
|
|
1 |
|
|
|
388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
389 |
|
Write down of notes receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,120 |
|
|
|
(284 |
) |
|
|
836 |
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(5,774 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,774 |
) |
Foreign currency exchange translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,758 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2002
|
|
|
32 |
|
|
|
49,600 |
|
|
|
(45,365 |
) |
|
|
(487 |
) |
|
|
|
|
|
|
(1,361 |
) |
|
|
2,419 |
|
Stock issued under stock plans (549,573 shares)
|
|
|
1 |
|
|
|
897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
898 |
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10 |
) |
Foreign currency exchange translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,052 |
) |
|
|
|
|
|
|
|
|
|
|
(1,052 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,062 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2003
|
|
|
33 |
|
|
|
50,497 |
|
|
|
(45,375 |
) |
|
|
(1,539 |
) |
|
|
|
|
|
|
(1,361 |
) |
|
|
2,255 |
|
Stock issued under stock plans (769,367 shares)
|
|
|
2 |
|
|
|
1,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,995 |
|
Sale of common stock to affiliates (657,894 shares)
|
|
|
2 |
|
|
|
2,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,989 |
|
Executive loans settlement
|
|
|
|
|
|
|
179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
|
231 |
|
Elimination of treasury shares
|
|
|
(1 |
) |
|
|
(1,308 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,309 |
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
4,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,702 |
|
Foreign currency exchange translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004
|
|
$ |
36 |
|
|
$ |
54,348 |
|
|
$ |
(40,673 |
) |
|
$ |
(1,473 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
12,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements.
39
APPLIX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2004, 2003 and 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
4,702 |
|
|
$ |
(10 |
) |
|
$ |
(5,774 |
) |
|
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
573 |
|
|
|
941 |
|
|
|
1,097 |
|
|
|
Amortization
|
|
|
515 |
|
|
|
1,445 |
|
|
|
1,387 |
|
|
|
Net gain on sale of CRM business
|
|
|
(261 |
) |
|
|
(7,910 |
) |
|
|
|
|
|
|
Loss on disposal of property and equipment
|
|
|
99 |
|
|
|
|
|
|
|
|
|
|
|
Net loss (gain) on sale of subsidiary
|
|
|
|
|
|
|
164 |
|
|
|
(141 |
) |
|
|
Non-cash restructuring expenses
|
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
Write down of notes receivable
|
|
|
|
|
|
|
|
|
|
|
964 |
|
|
|
Non-cash stock compensation expense
|
|
|
60 |
|
|
|
290 |
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
(496 |
) |
|
|
|
|
|
|
(131 |
) |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in accounts receivable
|
|
|
(144 |
) |
|
|
1,048 |
|
|
|
(1,358 |
) |
|
|
Sale of accounts receivables
|
|
|
|
|
|
|
|
|
|
|
2,323 |
|
|
|
Decrease (increase) in other assets
|
|
|
955 |
|
|
|
(909 |
) |
|
|
(558 |
) |
|
|
Decrease in restricted cash
|
|
|
417 |
|
|
|
117 |
|
|
|
117 |
|
|
|
(Decrease) increase in accounts payable
|
|
|
(309 |
) |
|
|
(1,243 |
) |
|
|
182 |
|
|
|
(Decrease) increase in accrued expenses
|
|
|
(1,612 |
) |
|
|
(1,530 |
) |
|
|
2,156 |
|
|
|
(Decrease) increase in accrued restructuring expenses
|
|
|
(3,027 |
) |
|
|
3,279 |
|
|
|
(695 |
) |
|
|
(Decrease) increase in other liabilities
|
|
|
(304 |
) |
|
|
9 |
|
|
|
|
|
|
|
Increase (decrease) in deferred revenue
|
|
|
385 |
|
|
|
(10 |
) |
|
|
2,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) operating activities
|
|
|
1,553 |
|
|
|
(4,269 |
) |
|
|
1,816 |
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment expenditures
|
|
|
(321 |
) |
|
|
(194 |
) |
|
|
(680 |
) |
|
|
Capitalized software costs
|
|
|
|
|
|
|
|
|
|
|
(1,553 |
) |
|
|
Net proceeds from CRM sale
|
|
|
|
|
|
|
5,263 |
|
|
|
|
|
|
|
Proceeds (payments) from sale of subsidiary
|
|
|
195 |
|
|
|
(145 |
) |
|
|
362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (used in) provided by investing activities
|
|
|
(126 |
) |
|
|
4,924 |
|
|
|
(1,871 |
) |
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock under stock plans
|
|
|
1,935 |
|
|
|
898 |
|
|
|
389 |
|
|
|
Proceeds from issuance of common stock to affiliate
|
|
|
2,989 |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from settlement of executive loans
|
|
|
231 |
|
|
|
|
|
|
|
|
|
|
|
Payment on short-term borrowing
|
|
|
|
|
|
|
(237 |
) |
|
|
(368 |
) |
|
|
Proceeds from short-term borrowing
|
|
|
|
|
|
|
|
|
|
|
237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by financing activities
|
|
|
5,155 |
|
|
|
661 |
|
|
|
258 |
|
Effect of exchange rate changes on cash
|
|
|
101 |
|
|
|
(464 |
) |
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
6,683 |
|
|
|
852 |
|
|
|
161 |
|
Cash and cash equivalents at beginning of period
|
|
|
9,241 |
|
|
|
8,389 |
|
|
|
8,228 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
15,924 |
|
|
$ |
9,241 |
|
|
$ |
8,389 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income tax
|
|
$ |
949 |
|
|
$ |
574 |
|
|
$ |
319 |
|
See accompanying Notes to Consolidated Financial Statements.
40
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Applix, Inc. (the Company) is a global provider of
Business Intelligence (BI) and Business Performance
Management (BPM) solutions, focused on interactive
planning, budgeting and analytics, as well as financial
reporting, which includes Applix TM1 and related modules. The
Companys products represent one principal business
segment, which the Company reports as its continuing operations.
Historically, the Company also provided customer relationship
management (CRM) software solutions. The Company
sold certain assets relating to its CRM software solutions (the
CRM Business) in the first quarter of 2003 (See
Note 12). The Companys operating results reflect the
CRM Business up through the sale of the business, which occurred
on January 21, 2003, followed by a March 17, 2003
closing of certain assets relating to the German CRM operations.
|
|
2. |
SIGNIFICANT ACCOUNTING POLICIES |
|
|
|
Principles of Consolidation |
The consolidated financial statements include the accounts of
Applix, Inc. and all of its subsidiaries. All significant
intercompany transactions and balances have been eliminated.
The preparation of financial statements and accompanying notes
in conformity with accounting principles generally accepted in
the United States of America requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Estimates and assumptions in these financial statements relate
to, among other items, the useful lives of fixed assets,
capitalized software costs and their realizability, intangible
assets, domestic and foreign income tax liabilities, valuation
of deferred tax assets, the allowance for doubtful accounts and
accrued liabilities.
The Company generates revenues mainly from licensing the rights
to use its software products and providing services. The Company
sells products primarily through a direct sales force, indirect
channel partners and original equipment manufacturers
(OEMs). The Company accounts for software revenue
transactions in accordance with Statement of Position
(SOP) 97-2, Software Revenue
Recognition, as amended. Revenues from software
arrangements are recognized when:
|
|
|
|
|
Persuasive evidence of an arrangement exists, which is typically
when a non-cancelable sales and software license agreement has
been signed, or purchase order has been received; |
|
|
|
Delivery has occurred. If the assumption by the customer of the
risks and rewards of its licensing rights occurs upon the
delivery to the carrier (FOB Shipping Point), then delivery
occurs upon shipment (which is typically the case). If
assumption of such risks and rewards occurs upon delivery to the
customer (FOB Destination), then delivery occurs upon receipt by
the customer. In all instances, delivery includes electronic
delivery of authorization keys to the customer; |
|
|
|
The customers fee is deemed to be fixed or determinable
and free of contingencies or significant uncertainties; |
|
|
|
Collectibility is probable; and |
|
|
|
Vendor specific objective evidence of fair value exists for all
undelivered elements, typically maintenance and professional
services. |
41
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company uses the residual method under SOP 98-9,
Modification of SOP 97-2, Software Revenue
Recognition with Respect to Certain Transactions. Under
the residual method, the fair value of the undelivered elements
is deferred and the remaining portion of the arrangement fee is
allocated to the delivered elements and is recognized as
revenue, assuming all other conditions for revenue recognition
have been satisfied. Substantially all of the Companys
product revenue is recognized in this manner. If the Company
cannot determine the fair value of any undelivered element
included in an arrangement, the Company will defer revenue until
all elements are delivered, until services are performed or
until fair value of the undelivered elements can be objectively
determined. In circumstances where the Company offers
significant and incremental fair value discounts for future
purchases of other software products or services to its
customers as part of an arrangement, utilizing the residual
method, the Company defers the value of the discount and
recognizes such discount to revenue as the related product or
service is delivered.
As part of an arrangement, end-user customers typically purchase
maintenance contracts and in certain instances, professional
services. Maintenance services include telephone and Web based
support as well as rights to unspecified upgrades and
enhancements, when and if the Company makes them generally
available. Substantially all of the Companys software
license revenue is earned from perpetual licenses of
off-the-shelf software requiring no modification or
customization. Therefore, professional services are deemed to be
non-essential to the functionality of the software and typically
are for implementation planning, loading of software, training,
building simple interfaces and running test data.
In instances where the services are deemed to be essential to
the functionality of the software, both license and service
revenues are recognized together on a percentage of completion
basis utilizing hours incurred to date as a percentage of total
estimated hours to complete the project.
Revenues from maintenance services are recognized ratably over
the term of the maintenance contract period, which is typically
one year, based on vendor specific objective evidence of fair
value. Vendor specific objective evidence of fair value is based
upon the amount charged when maintenance is sold separately,
which is typically the contracts renewal rate.
Revenues from professional services are generally recognized
based on vendor specific objective evidence of fair value when:
(1) a non-cancelable agreement for the services has been
signed or a customers purchase order has been received;
and (2) the professional services have been delivered.
Vendor specific objective evidence of fair value is based upon
the price charged when these services are sold separately and is
typically an hourly rate for professional services and a per
class rate for training. Revenues for consulting services are
generally recognized on a time and material basis as services
are delivered. Based upon the Companys experience in
completing product implementations, these services are typically
delivered within three months or less subsequent to the contract
signing.
The Companys license arrangements with its end-user
customers and indirect channel partners do not include any
rights of return or price protection, nor do arrangements with
indirect channel partners typically include any sell-through
contingencies. In those instances where the Company has granted
a customer rights to when-and-if available additional products,
the Company recognizes the arrangement fee ratably over the term
of the agreement.
Generally, the Companys arrangements with end-user
customers and indirect channel partners do not include any
acceptance provisions. In those cases in which significant
uncertainties exist with respect to customer acceptance or in
which specific customer acceptance criteria are included in the
arrangement, the Company defers the entire arrangement fee and
recognizes revenue, assuming all other conditions for revenue
recognition have been satisfied, when the uncertainty regarding
acceptance is resolved as generally evidenced by written
acceptance by the customer. The Companys arrangements with
indirect channel partners and end-user customers do include a
standard warranty provision whereby the Company will use
reasonable efforts to cure material nonconformity or defects of
the software from the Companys published specifications.
The
42
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
standard warranty provision does not provide the indirect
channel partners or end-user customer with the right of refund.
In very limited instances, the Company has granted the right to
refund for an extended period if the arrangement is terminated
because the product does not meet the Companys published
technical specifications, and the Company is unable to
reasonably cure the nonconformity or defect. Generally, the
Company considers that this warranty provision is not an
acceptance provision and therefore accounts for it as a warranty
in accordance with Statement of Financial Accounting Standards
No. 5, Accounting for Contingencies.
At the time the Company enters into an arrangement, the Company
assesses the probability of collection of the fee and the
payment terms granted to the customer. For end-user customers
and indirect channel partners, the Companys typical
payment terms are due within 30 days of the invoice date.
However, in those cases where payment terms are greater than
30 days, the Company does not recognize revenue from the
arrangement fee unless the payment is due within 90 days.
If the payment terms for the arrangement are considered extended
(greater than 90 days), the Company defers revenue under
these arrangements and such revenue is recognized, assuming all
other conditions for revenue recognition have been satisfied,
when the payment of the arrangement fee becomes due.
In some instances, indirect channel partners provide first level
maintenance services to the end-user customer and the Company
provides second level maintenance support to the indirect
channel partner. The Company accounts for amounts received in
these arrangements in accordance with Emerging Issues Task Force
99-19, Reporting Revenue Gross as a Principal versus Net
as an Agent. When the Company receives a net fee from the
indirect channel partner to provide second level support to the
indirect channel partner, this amount is recorded as revenue
over the term of the maintenance period at the net amount
received because the Company: (1) does not collect the fees
from the end-user customer (2) does not have latitude in
establishing the price paid by the end-user customer for
maintenance services and (3) does not have the latitude to
select the supplier providing first level support. However, in
circumstances where the Company renews maintenance contracts
directly with the end-user customers, receives payment for the
gross amount of the maintenance fee, has the ability to select
the supplier for first level support, and the Company believes
that it is the primary obligor for first level support to the
end customer, the Company records revenue for the gross amounts
received. In such circumstances, the Company remits a portion of
the payment received to the indirect channel partner to provide
first level support to the end-user customer, and such amounts
are capitalized and amortized over the maintenance period.
Revenue recorded for amounts collected by the Company and
remitted to the indirect channel partners for such renewals
aggregated $864,000, $705,000 and $570,000 for the years ended
December 31, 2004, 2003 and 2002, respectively.
|
|
|
Cash and Cash Equivalents |
Cash and cash equivalents include all highly liquid investments,
including money market accounts, with an original maturity of
three months or less at time of purchase. Cash and cash
equivalents are carried at amortized cost, which approximates
their fair value. Cash equivalents totaled $15,924,000 and
$9,241,000 at December 31, 2004 and 2003, respectively.
Restricted cash of $400,000 and $817,000 at December 31,
2004 and 2003, respectively, represents the required collateral
on the Companys lease of its headquarters located in
Westborough, Massachusetts.
|
|
|
Concentrations of Credit Risk, Accounts Receivable and
Allowance for Doubtful Accounts |
The Companys financial instruments that are exposed to
concentrations of credit risk consist primarily of cash, cash
equivalents and trade receivables. The Company maintains cash
and cash equivalents with high credit quality financial
institutions and monitors the amount of credit exposure to any
one financial institution.
The Company extends credit to its customers in the normal course
of business, resulting in trade receivables. The Companys
normal credit terms are 30 days.
43
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company performs continuing credit evaluations of its
customers financial condition, and although the Company
generally does not require collateral, letters of credit may be
required from its customers in certain circumstances. An
allowance for doubtful accounts is provided for customer
accounts receivable, for which management believes may not be
collected due to uncertainty regarding the customers
financial solvency.
The following table of qualifying accounts provides a
rollforward of the allowance for doubtful accounts for each of
the years ended December 31, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Balance, beginning of year
|
|
$ |
252 |
|
|
$ |
2,098 |
|
|
$ |
1,446 |
|
Bad debt expense
|
|
|
79 |
|
|
|
15 |
|
|
|
1,198 |
|
Write-offs of accounts
|
|
|
(104 |
) |
|
|
(1,861 |
) |
|
|
(546 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$ |
227 |
|
|
$ |
252 |
|
|
$ |
2,098 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment are recorded at cost. Assets are
depreciated by use of the straight-line and double declining
balance methods over the estimated useful lives of the related
assets (2 to 6 years) as detailed below. Assets financed
under a capital lease are depreciated by the straight-line
method over the shorter of their respective useful lives or the
lease term.
|
|
|
|
|
|
|
|
|
|
|
Estimated | |
|
|
|
|
Useful Life | |
|
|
Asset Type |
|
(In Year) | |
|
|
|
|
| |
|
|
Office furniture
|
|
|
6 |
|
|
|
|
|
Leasehold improvement
|
|
|
5 |
|
|
|
(or life of lease, whichever is shorter |
) |
Equipment
|
|
|
3 |
|
|
|
|
|
Computer equipment
|
|
|
3 |
|
|
|
|
|
Software
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Property and equipment:
|
|
|
|
|
|
|
|
|
|
Computer equipment and software
|
|
$ |
1,849 |
|
|
$ |
11,064 |
|
|
Furniture, equipment and leasehold improvements
|
|
|
1,241 |
|
|
|
2,340 |
|
|
|
|
|
|
|
|
|
|
$ |
3,090 |
|
|
$ |
13,404 |
|
|
Less: accumulated depreciation and amortization
|
|
|
(2,510 |
) |
|
|
(12,431 |
) |
|
|
|
|
|
|
|
|
|
$ |
580 |
|
|
$ |
973 |
|
|
|
|
|
|
|
|
During the fourth quarter of 2004, the Company performed a
physical inventory of its fixed assets after the discovery that
certain of its fully depreciated fixed assets could not be
located. As a result, the Company wrote down approximately
$10 million of gross fixed assets and accumulated
depreciation yielding a loss on disposal of property and
equipment of approximately $99,000 which was recorded during the
fourth quarter of 2004.
|
|
|
Product Development Costs |
Product development costs are expensed as incurred until
technological feasibility has been established, at which time
such costs are capitalized until the product is available for
general release to customers. The
44
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Company considers technological feasibility to be achieved when
a product design and working model of the software product have
been completed and the software product is ready for initial
customer testing. Capitalized software development costs are
then amortized on a product-by-product basis over the estimated
product life of between one to two years and are included in the
cost of software license revenue.
The Company evaluates the net realizable value of capitalized
software on an annual basis, relying on a number of factors
including demand for a product, operating results, business
plans and economic projections. In addition, the Company
considers non-financial data such as market trends, product
development cycles and changes in managements market
emphasis. The Company evaluates the net realizable value of its
capitalized software based primarily on actual and forecasted
sales and records a charge to write-down the carrying value if
factors indicate that the carrying value will not be realizable.
There were no software development costs that qualified for
capitalization during the years ended December 31, 2003 or
2004. Amortization expense related to software development cost
was $265,000, $1,195,000 (which includes $249,000 of write-down
to its net realizable value), and $1,135,000 for the years ended
December 31, 2004, 2003 and 2002, respectively, and is
included in the cost of software license revenue. As of
December 31, 2004, capitalized software development costs
were fully amortized.
|
|
|
Goodwill and Intangible Assets |
The Company tests its goodwill for impairment annually or more
frequently upon occurrence of certain events or circumstances.
Goodwill is tested for impairment annually in a two-step
process. First, the Company determines if the fair value of its
reporting unit exceeds the carrying amount of the
reporting unit. If the fair value does not exceed the carrying
amount, goodwill of the reporting unit is potentially impaired,
and the Company must then measure the impairment loss by
comparing the implied fair value of the goodwill, as
defined by Statement of Financial Accounting Standards
No. 142 Goodwill and Other Intangible Assets
(SFAS 142), to its carrying amount. The fair
value of the reporting unit at September 30, 2004 is
estimated using the Market Value Approach. At September 30,
2004 and 2003, the Company evaluated its goodwill and determined
that the fair value had not decreased below the carrying value
and, accordingly, no impairment adjustments have been recorded
to date.
Intangible assets, other than goodwill, are amortized on a
straight-line basis over their estimated useful lives, typically
6 years. Intangible assets, other than goodwill, are
evaluated for impairment whenever events or changes in
circumstances indicate that the carrying value of those assets
may not be recoverable based on expected undiscounted cash flows
attributable to those assets. Should such undiscounted cash
flows be less than the carrying value of the assets, an
impairment charge would be recorded to adjust the carrying value
to fair value. No impairment adjustments have been recorded to
date.
Amortization expense related to the Companys sole
intangible asset, the customer relationships acquired in the
Dynamic Decisions acquisition, totaled $250,000 during 2004,
2003, and 2002. The estimated future annual amortization expense
for this intangible asset remaining as of December 31, 2004
is as follows:
|
|
|
|
|
2005
|
|
$ |
250,000 |
|
2006
|
|
$ |
250,000 |
|
2007
|
|
$ |
62,000 |
|
Deferred tax assets and liabilities are provided for differences
between the financial reporting and tax bases of assets and
liabilities and for loss and credit carryforwards and are
measured using enacted income tax rates and laws that will be in
effect when the temporary differences are expected to reverse. A
valuation
45
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
allowance is established against net deferred tax assets if,
based on the weighted available evidence, it is more likely than
not that some or all of the deferred tax assets will not be
realized.
|
|
|
Net Income (Loss) Per Share |
Basic net income (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares
outstanding during the period. Dilutive net income (loss) is
computed using the weighted average number of common shares
outstanding during the period, plus the dilutive effect, if any,
of potential incremental common shares, determined through the
application of the treasury stock method under
SFAS No. 128 Earnings Per Share to the
stock options outstanding during the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands, except per share | |
|
|
amounts) | |
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$ |
4,808 |
|
|
$ |
167 |
|
|
$ |
(5,570 |
) |
Loss from discontinued operations
|
|
|
(106 |
) |
|
|
(177 |
) |
|
|
(204 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
4,702 |
|
|
$ |
(10 |
) |
|
$ |
(5,774 |
) |
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic net income (loss) per share
Weighted shares outstanding
|
|
|
14,038 |
|
|
|
12,601 |
|
|
|
12,223 |
|
Diluted effect of assumed exercise of stock options
|
|
|
1,444 |
|
|
|
596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted net income (loss) per share
|
|
|
15,482 |
|
|
|
13,197 |
|
|
|
12,223 |
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$ |
0.34 |
|
|
$ |
0.01 |
|
|
$ |
(0.46 |
) |
|
Discontinued operations
|
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total net income (loss) per share
|
|
$ |
0.33 |
|
|
$ |
(0.00 |
) |
|
$ |
(0.47 |
) |
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$ |
0.31 |
|
|
$ |
0.01 |
|
|
$ |
(0.46 |
) |
|
Discontinued operations
|
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total net income (loss) per share
|
|
$ |
0.30 |
|
|
$ |
(0.00 |
) |
|
$ |
(0.47 |
) |
|
|
|
|
|
|
|
|
|
|
Common stock equivalents (stock options) of 554,905, 3,691,040,
3,173,982 were excluded from the calculation of diluted earnings
per share for the years ended December 31, 2004, 2003 and
2002, respectively,
46
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
because these options were anti-dilutive as either the Company
reported a net loss for the period or the stock option exercise
price exceeded the average market price for the respective
periods. However, these options could be dilutive in the future.
|
|
|
Foreign Currency Translation |
The Company considers the functional currency of its foreign
subsidiaries to be the local currency, and accordingly, the
financial statements of the foreign subsidiaries are translated
into U.S. dollars using exchange rates in effect at the
period end for assets and liabilities and average exchange rates
during each reporting period for the results of operations.
Adjustments resulting from translation of foreign subsidiary
financial statements are reported on the balance sheet in
accumulated other comprehensive income (loss) within
stockholders equity. The Company has determined that its
intercompany payables and receivables balances with its foreign
subsidiaries are short-term in nature and as a result, the
Company re-measures these balances at each period end and
records any related foreign currency gains and losses in its
consolidated statements of operations. The short-term
intercompany balances with its foreign subsidiaries are
denominated in the British pound, the Euro, the Australian
dollar, and the Swiss franc. For the years ended
December 31, 2004, 2003 and 2002 foreign exchange net gains
recorded in the consolidated statements of operations totaled
$407,000, $945,000 and $285,000, respectively, primarily as a
result of the strengthening Euro, British pound and Australian
dollar against the U.S. dollar.
The Company previously entered into foreign currency forward
contracts that economically hedge gains and losses generated by
the re-measurement of certain assets and liabilities denominated
in a foreign currency. These foreign currency forward contracts
were entered into in the ordinary course of business, and
accordingly, were not speculative in nature. The Company would
typically hedge intercompany and receivable balances for periods
of 90 days or less. The changes in the fair value of these
undesignated hedges are recognized in the statements of
operations immediately as an offset to the changes in fair value
of the asset or liability being hedged.
The Company entered into one hedging contract in 2002 and did
not have any open hedging contracts as of December 31, 2004
and 2003. For the year ended December 31, 2002 realized and
unrealized gains and losses on these contracts were not material.
|
|
|
Comprehensive Income (Loss) |
Components of comprehensive income (loss) include net income
(loss) and certain transactions that have been reported as a
separate component of stockholders equity. Other
comprehensive income (loss) is comprised of foreign currency
translation adjustments.
Advertising costs are expensed as incurred. Advertising expense
amounted to $62,000, $34,000, and $85,000 in 2004, 2003 and
2002, respectively.
The Company periodically grants stock options for a fixed number
of shares to employees and directors with an exercise price
equal to the fair market value of the shares at the date of the
grant. The Company currently accounts for stock option grants to
employees and directors using the intrinsic value method. Under
the intrinsic value method, compensation associated with stock
awards to employees and directors is determined as the
difference, if any, between the current fair value of the
underlying common stock on the date compensation is measured and
the price the employee or director must pay to exercise the
award. The measurement date for employee awards is generally the
date of grant.
47
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For purposes of pro forma disclosure, the fair value of the
Companys stock-based awards to employees are estimated
using the Black-Scholes option valuation model. The
Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting
restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective
assumptions, including the expected stock price volatility.
Because the Companys stock-based awards to employees have
characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in
managements opinion, the existing models do not
necessarily provide a reliable single measure of the fair value
of its stock-based awards to employees. The fair value of the
Companys stock-based awards to employees was estimated
assuming no expected dividends and the following weighted
average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Expected life (years)
|
|
|
4 |
|
|
|
4 |
|
|
|
4 |
|
Expected stock price volatility
|
|
|
80.0 |
% |
|
|
83.5 |
% |
|
|
97.1 |
% |
Risk free interest rate
|
|
|
3.00 |
% |
|
|
2.61 |
% |
|
|
3.82 |
% |
If compensation expense had been recorded based on the fair
value of stock awards at the date of grant, the Companys
net income (loss) and net income (loss) per share would have
been adjusted to the pro forma amounts presented below (in
thousands, except for share and per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Net income (loss), as reported
|
|
$ |
4,702 |
|
|
$ |
(10 |
) |
|
$ |
(5,774 |
) |
Add: Stock-based employee compensation expense included in
reported net loss, net of related tax effects
|
|
|
60 |
|
|
|
290 |
|
|
|
|
|
Deduct: Total stock-based employee compensation expense
determined under fair value method, net of related tax effects
|
|
|
(1,291 |
) |
|
|
(2,370 |
) |
|
|
(2,258 |
) |
|
|
|
|
|
|
|
|
|
|
Pro forma net income (loss)
|
|
$ |
3,471 |
|
|
$ |
(2,090 |
) |
|
$ |
(8,032 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic as reported
|
|
$ |
0.33 |
|
|
$ |
(0.00 |
) |
|
$ |
(0.47 |
) |
Diluted as reported
|
|
$ |
0.30 |
|
|
$ |
(0.00 |
) |
|
$ |
(0.47 |
) |
Basic pro forma
|
|
$ |
0.25 |
|
|
$ |
(0.17 |
) |
|
$ |
(0.66 |
) |
Diluted pro forma
|
|
$ |
0.23 |
|
|
$ |
(0.17 |
) |
|
$ |
(0.66 |
) |
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
14,038 |
|
|
|
12,601 |
|
|
|
12,223 |
|
Diluted
|
|
|
15,187 |
|
|
|
12,601 |
|
|
|
12,223 |
|
|
|
|
New Accounting Pronouncements |
In December 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards No. 123R, Share-Based Payment
(SFAS No. 123R). This Statement is a
revision of SFAS No. 123, Accounting for
Stock-Based Compensation, and supersedes Accounting
Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, and its related implementation
guidance. SFAS No. 123R focuses primarily on
accounting for transactions in which an entity obtains employee
services in share-based payment transactions. The Statement
requires entities to recognize stock compensation expense for
awards of equity instruments to employees based on the
grant-date fair value of those awards (with limited exceptions).
SFAS No. 123R is effective for the first interim or
annual reporting period that begins after June 15, 2005.
The Company is currently assessing the impact of
SFAS No. 123R and considering the valuation models
available.
48
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3. |
DISCONTINUED OPERATIONS |
On March 31, 2001, the Company completed the sale of the
VistaSource business, including all of its domestic and foreign
operations. The Companys results of operations for the
years ended December 31, 2004, 2003 and 2002 included costs
of $106,000, $177,000 and $204,000, respectively. These costs
primarily relate to legal and accounting costs associated with
winding down the VistaSource business in Europe.
Accrued expenses at December 31, 2004 and 2003 consisted of
the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Income taxes
|
|
$ |
1,044 |
|
|
$ |
748 |
|
Sales and value added taxes
|
|
|
844 |
|
|
|
2,351 |
|
Compensation and benefits
|
|
|
1,707 |
|
|
|
2,171 |
|
Other
|
|
|
1,582 |
|
|
|
1,387 |
|
|
|
|
|
|
|
|
Total
|
|
$ |
5,177 |
|
|
$ |
6,657 |
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes was
taxed under the following jurisdictions (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Domestic
|
|
$ |
3,875 |
|
|
$ |
(1,018 |
) |
|
$ |
(6,183 |
) |
Foreign
|
|
|
1,158 |
|
|
|
1,949 |
|
|
|
835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
5,033 |
|
|
$ |
931 |
|
|
$ |
(5,348 |
) |
|
|
|
|
|
|
|
|
|
|
The components of the income tax provision (benefit) from
continuing operations are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal and state
|
|
|
(98 |
) |
|
|
(128 |
) |
|
|
68 |
|
|
Foreign
|
|
|
819 |
|
|
|
892 |
|
|
|
285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current
|
|
|
721 |
|
|
|
764 |
|
|
|
353 |
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal and state
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
(496 |
) |
|
|
|
|
|
|
(131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deferred
|
|
|
(496 |
) |
|
|
|
|
|
|
(131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax provision
|
|
$ |
225 |
|
|
$ |
764 |
|
|
$ |
222 |
|
|
|
|
|
|
|
|
|
|
|
49
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The approximate tax effect of each type of temporary difference
and carryforward is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Net operating loss carryforwards
|
|
$ |
9,572 |
|
|
$ |
10,080 |
|
Accounts receivable
|
|
|
59 |
|
|
|
5 |
|
Accrued expenses
|
|
|
535 |
|
|
|
1,491 |
|
Accrued compensation and benefits
|
|
|
371 |
|
|
|
171 |
|
Software/fixed assets
|
|
|
80 |
|
|
|
137 |
|
Tax credit carryforwards
|
|
|
3,507 |
|
|
|
2,506 |
|
Deferred tax liability
|
|
|
(169 |
) |
|
|
(207 |
) |
Valuation allowance
|
|
|
(13,459 |
) |
|
|
(14,183 |
) |
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$ |
496 |
|
|
$ |
|
|
|
|
|
|
|
|
|
The following schedule reconciles the difference between the
federal income tax rate and the effective income tax rate for
continuing operations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
U.S. federal statutory rate
|
|
$ |
1,711 |
|
|
$ |
(402 |
) |
|
$ |
(1,818 |
) |
State and foreign current tax provision, net
|
|
|
743 |
|
|
|
(803 |
) |
|
|
(368 |
) |
Foreign deferred tax provision
|
|
|
(496 |
) |
|
|
|
|
|
|
|
|
Research and experimentation tax credit
|
|
|
|
|
|
|
|
|
|
|
(366 |
) |
Permanent items
|
|
|
32 |
|
|
|
24 |
|
|
|
16 |
|
Other
|
|
|
(206 |
) |
|
|
|
|
|
|
|
|
(Benefit from utilization of NOLs)Unbenefitted losses
|
|
|
(1,559 |
) |
|
|
1,945 |
|
|
|
2,758 |
|
|
|
|
|
|
|
|
|
|
|
Income tax provision
|
|
$ |
225 |
|
|
$ |
764 |
|
|
$ |
222 |
|
|
|
|
|
|
|
|
|
|
|
The Company had federal net operating loss carryforwards of
approximately $21,030,000 and $24,800,000 at December 31,
2004 and 2003, respectively. The Company also had federal
research tax credits of approximately $2,226,000 and $1,603,000
at December 31, 2004 and 2003, respectively. These net
operating loss carryforwards and credits expire in various
amounts through 2023.
A valuation allowance is established if it is more likely than
not that all or a portion of the deferred tax asset will not be
realized. As a result of the Companys review of its
available evidence supporting the deferred tax asset, the
Company established a valuation allowance for the full amount of
the U.S. deferred tax asset due to the uncertainty of
realization. The valuation allowance decreased during 2004,
primarily due to the utilization of net operating loss
carryforwards. Any subsequently recognized tax benefits relating
to the valuation allowance for deferred tax assets as of
December 31, 2004 would be allocated as follows (in
thousands):
|
|
|
|
|
Reported in the statement of operations
|
|
$ |
13,459 |
|
Reported in capital in excess of par
|
|
|
|
|
|
|
|
|
|
|
$ |
13,459 |
|
|
|
|
|
Under the provisions of the Internal Revenue Code, certain
substantial changes in the Companys ownership may have
limited, or may limit in the future, the amount of net operating
loss carryforwards which could be utilized annually to offset
future taxable income and income tax liabilities. The amount of
any annual limitation is determined based upon the
Companys value prior to an ownership change.
50
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company has provided for potential amounts due in various
foreign tax jurisdictions. Judgment is required in determining
the Companys worldwide income tax expense provision. In
the ordinary course of global business, there are many
transactions and calculations where the ultimate tax outcome is
uncertain. Some of these uncertainties arise as a consequence of
cost reimbursement arrangements among related entities. Although
management believes its estimates are reasonable, no assurance
can be given that the final tax outcome of these matters will
not be different from that which is reflected in the
Companys historical income tax provisions and accruals.
Such differences could have a material impact on the
Companys income tax provision and operating results in the
period in which such determination is made.
The Company has 1,000,000 authorized shares of Preferred Stock,
$0.01 par value per share. The Board of Directors is
authorized to fix designations, relative rights, preferences and
limitations on the preferred stock at the time of issuance. As
of December 31, 2004, none of the preferred stock was
issued and outstanding.
The Company has 30,000,000 authorized shares of Common Stock,
$0.0025 par value per share. As of December 31, 2004
and 2003, 14,290,584 shares of common stock were issued and
outstanding. As of December 31, 2003,
13,220,950 shares of common stock were issued and
12,863,323 were outstanding.
On February 27, 2004, a member of the Companys Board
of Directors along with another investor, who is related to the
Board member, purchased a total 657,894 shares of common
stock for approximately $3,000,000. The board member and the
other investor each purchased 328,947 shares of common
stock. The purchase price of the shares was $4.56 per
share, which represents the average of the last reported sales
price per share of Applix common stock on the NASDAQ SmallCap
Market over the five consecutive trading days ending
February 26, 2004.
Effective July 1, 2004, companies incorporated in
Massachusetts became subject to the Massachusetts Business
Corporation Act, Chapter 156D. Chapter 156D provides
that shares that are reacquired by a company become authorized
but unissued shares. As a result, Chapter 156D eliminated
the concept of treasury shares. Accordingly, at
September 30, 2004, the Company redesignated its existing
treasury shares, at an aggregate cost of approximately
$1,309,000, as authorized but unissued shares and has allocated
this amount to the common stock par value and additional paid-in
capital.
|
|
|
Common Stock Purchase Rights |
On September 15, 2000, the Board of Directors of the
Company declared a dividend of one right for each outstanding
share of the Companys common stock at the close of
business on October 2, 2000. Under certain circumstances,
each right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, $0.01 par value per share
(the Preferred Stock), at a purchase price of $42.00
in cash, subject to adjustment.
The rights are not exercisable and cannot be transferred
separately from the common stock until the earlier of
(i) 10 business days following the later of (a) the
first date of a public announcement that a person or group of
affiliated or associated persons (an Acquiring
Person) has acquired (or obtained the right to acquire)
beneficial ownership of 15% or more of the outstanding shares of
common stock or (b) the first date on which an executive
officer of the Company has actual knowledge that an Acquiring
Person has become such (the Stock Acquisition Date),
or (ii) 10 business days (or such later date as may be
determined by the
51
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Board of Directors of the Company) following the commencement of
a tender offer or exchange offer that would result in a person
or group beneficially owning 15% or more of the outstanding
shares of common stock (the earlier of (i) and
(ii) being the Distribution Date).
In the event that any person becomes an Acquiring Person, unless
the event causing the 15% threshold to be crossed is a Permitted
Offer (as defined in the Rights Agreement), each holder of a
right, with certain exceptions, shall have the right to receive,
upon exercise, in lieu of the Preferred Stock, that number of
shares of common stock (or in certain circumstances, cash,
property or other securities of the Company) that equals the
exercise price of the right divided by 50% of the current market
price (as defined in the Rights Agreement) per share of common
stock at the date of the occurrence of such event. However, the
rights are not exercisable following such event until the time
that the rights are no longer redeemable by the Company as
described below. Notwithstanding the foregoing, following such
event, all rights that are, or (under certain circumstances
specified in the Rights Agreement), were, beneficially owned by
any Acquiring Person will be null and void. Following such
event, subject to certain conditions, the Board of Directors of
the Company may exchange the Rights (other than rights owned by
such Acquiring Person which have become void), in whole or in
part, at an exchange ratio of one share of common stock, or one
one-thousandth of a share of Preferred Stock, per right, subject
to adjustment.
In the event that, at any time after any person becomes an
Acquiring Person, (i) the Company is consolidated with, or
merged with and into, another entity and the Company is not the
surviving entity of such consolidation or merger (other than a
consolidation or merger which follows a Permitted Offer) or if
the Company is the surviving entity, but shares of its
outstanding common stock are not changed or exchanged for stock
or securities (of any other person) or cash or any other
property, or (ii) more than 50% of the Companys
assets or earning power is sold or transferred, each holder of a
right shall thereafter have the right to receive, upon exercise,
that number of shares of common stock of the acquiring company
that equals the exercise price of the right divided by 50% of
the current market price (as defined in the Rights Agreement) of
such common stock at the date of the occurrence of the event.
The rights have certain anti-takeover effects, in that they
would cause substantial dilution to a person or group that
attempts to acquire a significant interest in the Company on
terms not approved by the Board of Directors of the Company. The
rights expire on September 18, 2010 (the Final
Expiration Date), but may be redeemed by the Company in
whole, but not in part, for $0.001 per right (the
Redemption Price), payable in cash or stock, at
any time prior to (i) the tenth business day after the
Stock Acquisition Date, or (ii) the Final Expiration Date.
Immediately upon the action of the Board of Directors of the
Company ordering redemption of the rights, the rights will
terminate and the only right of the holders of the rights will
be to receive the Redemption Price. The rights may also be
redeemable following certain other circumstances specified in
the Rights Agreement. Rights shall be issued (i) in respect
of each new share of common stock issued after October 2,
2000 but prior to the earlier of the Distribution Date or the
Final Expiration Date and (ii) in connection with the
issuance or sale of common stock following the Distribution Date
but prior to the Final Expiration Date upon the exercise of
stock options or under any employee benefit plan or arrangement,
or upon the exercise, conversion or exchange of securities,
granted or issued by the Company prior to the Distribution Date.
On February 27, 2004, the Company amended its Rights
Agreement. The amendment provided that the Board member
purchasing shares of common stock on that date, as described
above, and any person or entity deemed to be affiliated or
associated with him shall not be considered an Acquiring
Person, as defined under the Rights Agreement, unless the
board member together with affiliates become the beneficial
owner of 20% or more of the shares of common stock of the
Company then outstanding.
52
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company has a number of stock award plans, which provide for
the grant or issuance of options, restricted common stock, and
unrestricted common stock. These plans are administered by the
compensation committee of the board of directors, and allow for
grants to employees, non-employee directors of the Company, or
to non-employees. Option grants can be in the form of either
incentive stock options or non-qualified options. Exercise
prices are set at the date of grant and are required to be at
fair value, in the case of incentive stock options, or at the
discretion of the compensation committee, in the case of
non-qualified stock option. Awards to non-employee directors
must be at no less than the fair value of the common stock on
the date of grant.
Awards to employees require approval by the Board of Directors
compensation committee. Awards generally vest in equal
installments over four to five year periods. There are generally
no performance conditions attached to employee awards, other
than continued employment by the Company.
On May 27, 2004, the stockholders approved the 2004 Equity
Incentive Plan (the 2004 Plan) previously adopted by
the Board of Directors in the first quarter of 2004. Under the
2004 Plan, up to 1,000,000 shares of common stock (subject
to adjustment in the event of stock splits and other similar
events) may be issued pursuant to awards granted under the 2004
Plan. The 2004 Plan is intended to replace the 1994 Plan, which
expired by its terms on April 10, 2004. No additional stock
awards were issued under the 1994 Plan after its expiration.
In 2003, the Board of Directors adopted, and the stockholders
approved, the 2003 Director Equity Plan (the
2003 Director Plan). The 2003 Director
Plan provides for the grant of non-statutory options not
intended to meet the requirements of the Section 422 of the
Internal Revenue Code of 1986, as amended. Only directors of the
Company who are not full-time employees (Non-Employee
Directors) of the Company or any subsidiary of the Company
are eligible to be granted awards under the Plan. A total of
300,000 shares of the Companys common stock may be
issued under the 2003 Director Plan. Any shares subject to
options granted pursuant to the 2003 Director Plan which
terminate or expire unexercised will be available for future
grants under the 2003 Director Plan. The 2003 Director
Plan is administered by the Board of Directors of the Company.
The directors are elected by the stockholders of the Company in
accordance with the provisions of the Restated Articles of
Organization, as amended, and the By-Laws of the Company. Under
the 2003 Director Plan, the stock options must be granted
with an exercise price of no less than the fair market value of
the stock on the date of grant.
Pursuant to the 2003 Director Plan, each Non-Employee
Director receives an automatic grant of common stock and an
option for the purchase of common stock on January 1 of each
year, beginning January 1, 2004 (except that a grant of
common stock with respect to 2003 which occurred on the date
that the 2003 Director Plan was approved by the
stockholders in June 2003). Each Non-Employee Director receives
an amount of common shares as determined in accordance with the
2003 Director Plan including whether the Director serves on
a Board committee. Except for Election Grants, both the grant of
shares and options are contingent upon attendance by the
Non-Employee Director at least 75% of the meetings of the Board
of Directors and any committees on which he or she served in the
preceding year. Each new Non-Employee Director receives an
option to purchase 10,000 shares of common stock upon
such directors initial election to the Board of Directors
(an Election Grant). Each option will become
exercisable (or vest), with respect to Election
Grants, in two equal annual installments on the first and second
anniversary of the date of grant, and with respect to all other
options, on the first anniversary of the date of grant, provided
in each case that the optionee continues to serve as a director
on such date. The Board of Directors may suspend, discontinue or
amend the 2003 Director Plan.
53
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Information with respect to activity under the various stock
plans is as shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding | |
|
|
|
|
| |
|
|
Available for | |
|
|
|
Weighted Average | |
|
|
Grant | |
|
Number | |
|
Exercise Price | |
|
|
| |
|
| |
|
| |
Balance at December 31, 2001
|
|
|
989,931 |
|
|
|
3,661,600 |
|
|
$ |
4.52 |
|
|
|
|
|
|
|
|
|
|
|
Additional authorized
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
Expiration of options under 1984 Plan and Sinper Plan
|
|
|
(534 |
) |
|
|
|
|
|
|
|
|
Options granted
|
|
|
(711,000 |
) |
|
|
711,000 |
|
|
$ |
1.53 |
|
Options exercised
|
|
|
|
|
|
|
(14,214 |
) |
|
$ |
1.42 |
|
Options cancelled
|
|
|
1,184,404 |
|
|
|
(1,184,404 |
) |
|
$ |
3.94 |
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2002
|
|
|
1,612,801 |
|
|
|
3,173,982 |
|
|
$ |
4.08 |
|
|
|
|
|
|
|
|
|
|
|
Additional authorized
|
|
|
300,000 |
|
|
|
|
|
|
|
|
|
Stock issued
|
|
|
(44,558 |
) |
|
|
|
|
|
|
|
|
Expiration of options under 1984 Plan and Sinper Plan
|
|
|
(12,580 |
) |
|
|
|
|
|
|
|
|
Options granted
|
|
|
(1,620,900 |
) |
|
|
1,620,900 |
|
|
$ |
1.80 |
|
Options exercised
|
|
|
|
|
|
|
(269,424 |
) |
|
$ |
1.46 |
|
Options cancelled
|
|
|
834,418 |
|
|
|
(834,418 |
) |
|
$ |
3.31 |
|
Shares repurchased (treasury stock, at cost)
|
|
|
51,429 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2003
|
|
|
1,120,610 |
|
|
|
3,691,040 |
|
|
$ |
3.44 |
|
|
|
|
|
|
|
|
|
|
|
Additional authorized
|
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
Stock issued
|
|
|
(17,094 |
) |
|
|
|
|
|
|
|
|
Expiration of options
|
|
|
(906,178 |
) |
|
|
|
|
|
|
|
|
Options granted
|
|
|
(1,125,500 |
) |
|
|
1,125,500 |
|
|
$ |
4.08 |
|
Options exercised
|
|
|
|
|
|
|
(617,915 |
) |
|
$ |
2.64 |
|
Options cancelled
|
|
|
712,510 |
|
|
|
(712,510 |
) |
|
$ |
7.50 |
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004
|
|
|
784,348 |
|
|
|
3,486,115 |
|
|
$ |
2.96 |
|
|
|
|
|
|
|
|
|
|
|
Information regarding options outstanding and exercisable as
December 31, 2004, under the various stock plans is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding | |
|
Options Exercisable | |
|
|
| |
|
| |
|
|
|
|
Weighted Average | |
|
|
|
|
|
|
Number | |
|
Remaining | |
|
Weighted Average | |
|
Number | |
|
Weighted Average | |
Range of Exercise Prices |
|
Outstanding | |
|
Contractual Life | |
|
Exercise Prices | |
|
Exercisable | |
|
Exercise Prices | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
$ .61-$ .99
|
|
|
9,125 |
|
|
|
3.8 |
|
|
$ |
0.82 |
|
|
|
6,375 |
|
|
$ |
0.83 |
|
$1.00-$ 1.65
|
|
|
1,215,821 |
|
|
|
4.8 |
|
|
$ |
1.51 |
|
|
|
584,419 |
|
|
$ |
1.46 |
|
$1.66-$ 2.95
|
|
|
887,787 |
|
|
|
4.9 |
|
|
$ |
2.07 |
|
|
|
315,945 |
|
|
$ |
2.03 |
|
$2.96-$ 4.88
|
|
|
1,171,237 |
|
|
|
6.7 |
|
|
$ |
4.18 |
|
|
|
241,166 |
|
|
$ |
4.13 |
|
$4.89-$ 9.81
|
|
|
131,445 |
|
|
|
1.9 |
|
|
$ |
5.71 |
|
|
|
122,632 |
|
|
$ |
5.76 |
|
$9.82-$18.06
|
|
|
70,700 |
|
|
|
2.0 |
|
|
$ |
14.22 |
|
|
|
70,700 |
|
|
$ |
14.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,486,115 |
|
|
|
5.3 |
|
|
$ |
2.96 |
|
|
|
1,341,237 |
|
|
$ |
3.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
At December 31, 2004, 4,270,463 shares of common stock
were reserved for future issuance under the stock plans, which
include stock options outstanding and stock options available
for future grant.
At December 31, 2003 and 2002, there were 1,778,766 and
1,576,167 exercisable options, respectively with weighted
average exercise prices of $4.90, and $5.21, respectively.
The weighted average grant date fair values for options granted
were $2.55, $1.03, and $1.09, in 2004, 2003, and 2002,
respectively.
|
|
|
Employee Stock Purchase Plan |
On February 26, 2001, the Board of Directors adopted, and
on May 4, 2001, the stockholders approved the
Companys Employee Stock Purchase Plan (2001 Plan), which
authorized the issuance of up to 800,000 shares of common
stock, allowing eligible employees to purchase common stock, in
a series of offerings, through payroll deductions of up to 10%
of their total compensation. The purchase price in each offering
is 85% of the fair market value of the stock on either
(i) the offering commencement date or (ii) the
offering termination date (six months after commencement date),
whichever is lower. On May 27, 2004, the stockholders
approved an amendment to the 2001 Employee Stock Purchase Plan,
previously adopted by the Board of Directors in the first
quarter of 2004, increasing the total number of shares reserved
for issuance by an additional 500,000 shares of common
stock to an aggregate of 1,300,000 shares of common stock.
During 2004, 134,358 shares were issued under the 2001 Plan
and in 2003, 235,591 shares were issued under the 2001
Plan. At December 31, 2004, 491,727 shares were
available for issuance under the 2001 Plan.
|
|
|
Notes Receivable from Stock Purchase
Agreements |
In September 2000, the Company sold 256,002 shares of
common stock to certain company executives. The purchase of such
shares was funded by loans from the Company to the executives
evidenced by full-recourse promissory notes due and payable on
July 31, 2005. Interest on the promissory notes was
calculated on the unpaid principal balance at a rate of
6% per year, compounded annually until paid in full. In the
event that the executive sold any shares prior to July 31,
2005, the net proceeds from such sale would have become
immediately due and payable without notice or demand. In the
event the executive left the Company, voluntarily or for cause,
the loan would have become immediately due and payable.
Repayment terms were extended to the original maturity date for
several employees who subsequently left the Company. The
aggregate principal amount of the notes totaled $1,120,000 at
December 31, 2002. Certain of these loans had been past due
for some time, and subsequent to December 31, 2002, in
connection with a severance arrangement the Company forgave one
of the loans. As a result of the foregoing, consistent with
EITF 00-23, Issues Related to the Accounting for
Stock Compensation under APB Opinion No. 25 and FASB
Interpretation 44, for accounting purposes only the
Company has characterized all of the notes as non- recourse. In
this regard, the accounting for these notes has been treated as
a repurchase of stock and the issuance of options. During the
year ended December 31, 2002, the Company recorded a charge
of $964,000 for the difference between the amounts due on the
loans, including accrued interest of $128,000, and the fair
value of the underlying stock at December 31, 2002. In
February 2004, the Company collected approximately $231,000 as
part of the settlement of three of the outstanding executive
loans. As of December 31, 2004 and 2003, there were no
amounts reflected on the Companys Consolidated Balance
Sheets as owed on these notes for accounting purposes only. In
February 2005, the Company collected approximately $892,000 as
part of the repayment of the remaining outstanding executive
loans.
55
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company has a defined contribution plan (401(k)) (the
Plan), in which all full time employees are eligible
to participate once they have attained 21 years of age. The
Company may make discretionary contributions to the Plan as
determined by the Board of Directors. Employee contributions
vest immediately while employer contributions vest fully after
two years of employment. The Companys matching
contribution to the Plan was $117,000, $113,000, and $178,000
for the years ended December 31, 2004, 2003, and 2002,
respectively.
|
|
8. |
MAJOR CUSTOMER AND GEOGRAPHIC SEGMENT INFORMATION |
The Company and its subsidiaries are principally engaged in the
design, development, marketing and support of the Companys
business performance management and business intelligence
software products (See Note 1). The Company generates
substantially all of its revenues from the licensing of the
Companys software products and related professional
services and maintenance services. Financial information
provided to the Companys chief operating decision maker is
accompanied by disaggregated information about revenues and
expenses by geographic region for purposes of making operating
decisions and assessing each geographic regions financial
performance. The Company had only one operating segment at
December 31, 2004, 2003, and 2002.
A summary of the Companys operations by geographic
locations for the years ended December 31, 2004, 2003, and
2002 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Segment Information |
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Revenue from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
10,764 |
|
|
$ |
8,991 |
|
|
$ |
15,078 |
|
|
Europe
|
|
|
15,334 |
|
|
|
13,062 |
|
|
|
17,055 |
|
|
Pacific Rim
|
|
|
4,817 |
|
|
|
5,302 |
|
|
|
4,463 |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue from continuing operations
|
|
$ |
30,915 |
|
|
$ |
27,355 |
|
|
$ |
36,596 |
|
|
|
|
|
|
|
|
|
|
|
A summary of the Companys long lived assets by geographic
locations as of December 31, 2004 and 2003 is as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2004 | |
|
|
| |
|
|
Total | |
|
United States | |
|
Europe | |
|
Pacific Rim | |
|
|
| |
|
| |
|
| |
|
| |
Property and equipment, net
|
|
$ |
580 |
|
|
$ |
432 |
|
|
$ |
137 |
|
|
$ |
11 |
|
Other assets
|
|
|
687 |
|
|
|
6 |
|
|
|
681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2003 | |
|
|
| |
|
|
Total | |
|
United States | |
|
Europe | |
|
Pacific Rim | |
|
|
| |
|
| |
|
| |
|
| |
Property and equipment, net
|
|
$ |
973 |
|
|
$ |
773 |
|
|
$ |
177 |
|
|
$ |
23 |
|
Other assets
|
|
|
843 |
|
|
|
228 |
|
|
|
615 |
|
|
|
|
|
On March 31, 2001, the Company acquired all of the outstanding
capital stock of Dynamic Decisions Pty Limited, its primary
Australian reseller, to improve its market presence and increase
the Companys sales in the Pac Rim region, for total cost
of $5,867,000 consisting of maximum cash consideration of
$5,150,000, transaction costs of $490,000 and 100,000 shares of
the Companys common stock, which had a fair market value
at the date of acquisition of $227,000. According to the terms
of the share purchase agreement, the total maximum cash
consideration relating to the purchase of Dynamic Decisions was
$5,150,000 payable in 10
56
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
installments over a maximum of 30 months beginning on July 1,
2001. Of the 10 installments, two of the installments totaling
$1,267,000 were guaranteed and paid in 2001 and accounted for as
purchase price. The remaining eight installments were contingent
upon the employment of the two key employees, who were former
shareholders of Dynamic Decisions, and therefore were being
accounted for as compensation expense within operating expenses.
These eight installments were expensed ratably on a
straight-line basis over the employees contractual
employment period, which commenced on April 1, 2001 and ended on
March 31, 2003. The amounts that are recognized as expenses and
accrued were translated into U.S. dollars from Australian
dollars, resulting in foreign currency exchange fluctuations to
the Companys financial statements. Of these contingent
payments, the Company made four cash payments totaling
$2,536,000 in 2003 and four cash payments totaling $2,153,000 in
2002. For the years ended December 31, 2003 and 2002, the
Company recorded compensation expense related to these
contingent payments of $583,000 and $2,153,000, respectively.
|
|
10. |
BANK CREDIT FACILITIES |
On March 19, 2004, the Company entered into two credit
facilities, providing for lines of credit, with Silicon Valley
Bank (SVB). The first facility, a domestic working
capital line of credit, has an interest rate of prime plus
1.00% per annum and provides for borrowings of up to the
lesser of (i) $2,000,000 or (ii) an amount based upon
a percentage the Companys qualifying domestic accounts
receivable. The second facility, an equipment line of credit,
has an interest rate of prime plus 1.50% per annum and
provides for borrowings of up to $1,000,000. The two credit
facilities expired on March 18, 2005. As of
December 31, 2004, there were no amounts outstanding under
these two credit facilities.
In December 2002, the Company sold the stock of its Dutch
subsidiary, a remote sales office, and recorded a gain from the
sale of $141,000. The transaction included substantially all of
the subsidiarys assets and liabilities and an amendment to
the existing distribution agreement between the Company and the
purchaser to provide the purchaser exclusive rights to resell
the Companys CRM products in the Netherlands. In 2003, the
Company eliminated the gain on the sale as a result of certain
post-closing adjustments and the additional accrual of
transaction costs.
In the second quarter of 2004, the Company recorded a gain in
other income of approximately $195,000 relating to the sale of
its French subsidiary which occurred in the second quarter of
2001. The Company received $195,000 from the buyer, which was
released from escrow upon completion of a tax audit.
|
|
12. |
NET GAIN FROM SALE OF CRM BUSINESS |
In the first quarter of 2003, the Company completed the sale of
the CRM Business to iET Acquisition, LLC (iET), a
wholly-owned subsidiary of Platinum Equity Holdings, LLC for
$5,750,000 in cash consideration, of which $487,000 was paid to
iET for net working capital adjustments and $3,552,000 in net
assumed liabilities. The sale excluded approximately $2,800,000
in net accounts receivable generated from the sale of CRM
products and services.
iET paid $4,250,000 of the Purchase Price in cash at the initial
closing and paid an additional $1,500,000 in cash on
March 17, 2003 upon the completion of the closing of
certain assets of the Companys German subsidiary, Applix
GmbH. During the period of the initial closing and completion of
the Companys German subsidiary closing, Applix GmbH
continued to resell the CRM software products sold to iET, and
to provide professional services and maintenance support under a
resellers agreement between the Company and iET.
The Companys results for the twelve months ended
December 31, 2003 included CRM license revenues of $253,000
and CRM professional services and maintenance revenues of
$999,000.
57
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company recorded a net gain before tax of $7,910,000, which
includes net cash consideration of $5,263,000 and $3,552,000 of
net liabilities assumed by iET less transaction costs of
$905,000. The purchase price was subject to certain post closing
adjustments relating to the net working capital as set forth in
the Asset Purchase Agreement between the Company and iET, dated
January 21, 2003.
During 2004, the Company reversed an accrual related to the sale
of the CRM business as all remaining transaction costs and
post-closing adjustments had been recorded. This reversal
resulted in an increase of approximately $260,000 to the net
gain from the sale of the CRM business. As of December 31,
2004, the Company does not anticipate any further adjustments
relating to the sale of the CRM business.
|
|
13. |
RESTRUCTURING EXPENSES |
In 2002, 2003 and 2004, the Company adopted several plans of
restructuring aimed at reducing operating costs company-wide,
strengthening the Companys financial position, and
reallocating resources to pursue the Companys future
operating strategies.
In the second quarter of 2002, the Company adopted a plan of
restructuring to reduce operating costs. The plan included the
reduction of headcount of five non-management employees, four
sales people and one administrative employee. The plan also
included the closure of two foreign offices. As a result of the
restructuring plan, the Company recorded a charge of $103,000
comprising of $74,000 for workforce reduction and $29,000 for
office closures. The restructuring charge was fully paid as of
December 31, 2002. Also, in the second quarter of 2002, the
Company negotiated an early lease cancellation for a certain
office lease for an amount less than the remaining lease
obligation, which resulted in a credit of $140,000 relating to
the 2001 restructuring charge.
In the third quarter of 2002, the Company adopted a plan of
restructuring to further reduce operating costs. The plan
included a reduction of headcount of 21 non-management and three
management employees, primarily professional services, sales,
marketing, and customer support personnel. The plan also
included the closure of one foreign office. As a result of the
restructuring plan, the Company recorded a charge of $398,000,
which is comprised of $372,000 for workforce reduction, $20,000
related termination costs, and $6,000 for office closure. During
the fourth quarter of 2002, the Company recorded an adjustment
to increase this charge by $20,000. In addition, the Company
changed its estimate of the amounts within workforce, office
closures and other contractual obligations, which did not result
in a change in the total amount of the charge. These changes
were not significant. The remaining unpaid balance of $71,000 as
of December 31, 2002 was paid in full during the first
quarter of 2003.
In the fourth quarter of 2003, the Company adopted a plan of
restructuring to reduce operating costs. Under this plan, the
Company had ceased to use, and made the determination that it
had no future use of or benefit from, certain space pertaining
to its Westborough headquarters office lease. The Company
also commenced negotiations with its landlord to settle amounts
related to its lease in general and the abandoned space in
particular. These negotiations were completed in January 2004,
and as a result, the Company was able to estimate the cost to
exit this facility. Additionally, the Company had determined
that it would dispose of certain assets, which were removed from
service shortly after the implementation of the plan. As a
result of this restructuring plan, the Company recorded a
restructuring charge for this space of $3,238,000. Restructuring
charge included a $3,000,000 fee paid to the landlord for the
abandoned space, an adjustment of $162,000 to reduce the
Companys deferred rent expense, adjusted transaction costs
of $350,000 for professional service fees (brokerage and legal)
and $50,000 in non-cash charges relating to the disposition of
certain assets. In the second quarter of 2004, the Company
recorded a credit to the restructuring charge of $27,000 as a
change in estimate due to lower than anticipated professional
service fees. The restructuring charge was fully paid as of
December 31, 2004.
58
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The accrued restructuring expenses, as well as the
Companys 2004 adjustments, payments and write-offs made
against accruals are detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
Balance at | |
|
|
|
|
|
Balance at |
|
|
January 1, |
|
Restructuring | |
|
|
|
December 31, | |
|
|
|
Payments and | |
|
December 31, |
|
|
2003 |
|
Expenses | |
|
Reclass | |
|
2003 | |
|
Adjustment | |
|
Write-Offs | |
|
2004 |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Facility exit costs
|
|
$ |
|
|
|
$ |
2,888,000 |
|
|
$ |
162,000 |
|
|
$ |
3,050,000 |
|
|
$ |
|
|
|
$ |
(3,050,000 |
) |
|
$ |
|
|
Professional service fees
|
|
|
|
|
|
|
350,000 |
|
|
|
|
|
|
|
350,000 |
|
|
|
(27,000 |
) |
|
|
(323,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
|
|
|
$ |
3,238,000 |
|
|
$ |
162,000 |
|
|
$ |
3,400,000 |
|
|
$ |
(27,000 |
) |
|
$ |
(3,373,000 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the second quarter of 2004, the Company adopted a plan of
restructuring to reduce operating costs. Under this plan, the
Company made the determination that it had no future use of or
benefit from, certain space pertaining to its UK office lease
which extends through 2010. In June 2004, the Company entered
into a sublease agreement with a subtenant for a portion of the
Companys UK office lease. In July 2004, upon exiting the
space, the Company recorded a restructuring charge of
approximately $604,000. The restructuring charge was primarily
comprised of the difference between the Companys
contractual lease rate for the subleased space and the
anticipated sublease rate to be realized over the remaining term
of the original lease, discounted by a credit adjusted risk rate
of 8%. The restructuring charge also consisted of other related
professional services, including legal fees, broker fees and
certain build-out costs, incurred in connection with the exiting
of the facility.
Restructuring charges accrued and unpaid as of December 31,
2004, including current and long term portions of $112,000 and
$261,000, respectively, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
Balance at | |
|
|
December 31, |
|
Restructuring | |
|
|
|
December 31, | |
|
|
2003 |
|
Expenses | |
|
Payments | |
|
2004 | |
|
|
|
|
| |
|
| |
|
| |
Facility exit costs
|
|
$ |
|
|
|
$ |
467,000 |
|
|
$ |
(94,000 |
) |
|
$ |
373,000 |
|
Other direct costs
|
|
|
|
|
|
|
137,000 |
|
|
|
(137,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
|
|
|
$ |
604,000 |
|
|
$ |
(231,000 |
) |
|
$ |
373,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14. |
RELATED PARTY TRANSACTIONS |
On December 29, 2003, the Company licensed its product to a
customer whose Chief Executive Officer and President serves on
the Companys Board of Directors. The amount paid by this
customer was $50,000, which also included first years
maintenance. As of December 31, 2003, no amounts remained
outstanding from the customer.
For the years ended December 31, 2003 and 2002, software
license revenues and cost of software license revenues included
sales and royalty expenses incurred in connection with a
reseller agreement between the Company and Beachware Pty Ltd
(Beachware) whose owners were also employees of the
Company. During 2003 and 2002 the Company recorded $810,000 and
$686,000, respectively, in revenues and incurred royalty
expenses of $514,000 and $405,000, respectively, related to
Beachware product sales. As of December 31, 2003, royalties
owed to Beachware were $176,000.
In December 2003, the Company terminated the employment of the
two principal owners of Beachware, who were former shareholders
of Dynamic Decisions. The two former employees will continue to
resell the Companys product under terms of a reseller
agreement entered into with the Company in December 2003.
On February 27, 2004, a member of the Companys Board
of Directors along with another investor, who is related to the
Board member, purchased a total 657,894 shares of common
stock for approximately
59
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
$3,000,000. The board member and the other investor each
purchased 328,947 shares of common stock. The purchase
price of the shares was $4.56 per share, which represents
the average of the last reported sales price per share of Applix
common stock on the NASDAQ SmallCap Market over the five
consecutive trading days ending February 26, 2004.
|
|
15. |
NON-RECOURSE SALE OF RECEIVABLES |
The Company had a Non-Recourse Accounts Receivable Purchase
Agreement (the Receivable Purchase Agreement) with a
certain bank, which allowed the Company from time to time to
sell qualifying accounts receivable to the bank, in an aggregate
amount of up to $2 million outstanding, at a purchase price
equal to the balance of the accounts less a discount rate and a
fee. During 2003, the Company did not sell any of its accounts
receivables. The Receivable Purchase Agreement expired in
January 2004 and has not been renewed.
|
|
16. |
EXECUTIVE TERMINATION COSTS |
On February 27, 2003, the Company entered into a Severance
Agreement with an executive of the Company. Pursuant to this
agreement, the Company agreed to pay the executive
15 months of salary and provide the executive certain
medical benefits during the 15-month period after his
termination. In addition, the Company forgave all outstanding
principal and interest due under a Secured Promissory Note dated
July 30, 2000 in the principal amount of $225,000, executed
pursuant to the Companys Executive Stock Loan Purchase
Program. Pursuant to the Severance Agreement, the executive
transferred to the Company 51,429 shares of the
Companys common stock, which were held by the Company in
treasury as of December 31, 2003, which was stock the
executive had purchased using the funds loaned to the executive
pursuant to such Secured Promissory Note. During the first
quarter of 2003, the Company recorded $356,000 in costs related
to the termination of employment of the executive. The severance
amounts were to be paid in 15 equal installments, and were fully
paid as of December 31, 2004.
In the second quarter of 2003, the Company entered into
Severance Agreements with two executives. Pursuant to their
agreements, the Company agreed to pay the executives their
salary and provide the executives certain benefits including
medical during their severance period. During the second quarter
of 2003, the Company recorded $206,000 in costs related to the
termination of the executives, and $103,000 in stock-based
compensation related to modifications to stock awards to one of
the executives. The severance amounts were paid in equal
installments. In the third quarter, the Company recorded an
adjustment of $37,000 for changes in the estimated severance
amounts for one of these executives. There is no remaining
unpaid balance as of December 31, 2004.
|
|
17. |
COMMITMENTS AND CONTINGENCIES |
From time to time, the Company is subject to routine litigation
and legal proceedings in the ordinary course of business. The
Company is not aware of any pending litigation to which the
Company is or may become a party to, that the Company believes
could result in a material adverse impact on its consolidated
results of operations or financial condition.
On June 16, 2003, the Company announced that is was the
subject of an investigation by the Securities and Exchange
Commission related to the restatement of the Companys
financial statements for fiscal years 2001 and 2002. The Company
is cooperating fully with the SEC in this matter. In connection
with this investigation, the Company is subject to
indemnification obligations to certain former executives.
The Company is currently undergoing an unclaimed abandoned
property (UAP) audit by the Commonwealth of
Massachusetts. During the fourth quarter of 2004, the Company
recorded a provision of
60
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
approximately $300,000 based on its estimated exposure relating
to the UAP audit. However, it is possible that additional
provisions may be required in future periods if it becomes
probable that the actual results from the ultimate disposition
of the UAP audit differ from this estimate.
The Company has frequently agreed to indemnification provisions
in software license agreements with customers and in its real
estate leases in the ordinary course of its business.
With respect to software license agreements, these
indemnifications generally include provisions indemnifying the
customer against losses, expenses, and liabilities from damages
that may be awarded against the customer in the event the
Companys software is found to infringe upon a patent or
copyright of a third party. The software license agreements
generally limit the scope of and remedies for such
indemnification obligations in a variety of industry-standard
respects, including but not limited to certain geography-based
scope limitations, the right to replace or modify an infringing
product, and the right to terminate the license and refund a
portion of the original license fee within a defined period of
time from the original licensing date if a remedy is not
commercially practical. The Company believes its internal
development processes and other policies and practices limit its
exposure related to the indemnification provisions of the
software license agreements. In addition, the Company requires
its employees to sign an agreement, pursuant to which the
Company assigned the rights to its employees development
work. To date, the Company has not had to reimburse any of its
customers for any losses related to these indemnification
provisions.
With respect to real estate lease agreements, these
indemnifications typically apply to claims asserted against the
landlord relating to personal injury and property damage which
may occur at the leased premises, or to certain breaches of the
Companys contractual obligations. The term of these
indemnification provisions generally survive the termination of
the agreement, although the provision has the most relevance
during the contract term and for a short period of time
thereafter. The maximum potential amount of future payments that
the Company could be required to make under these
indemnification provisions is unlimited. The Company has
purchased insurance that reduces its monetary exposure for
landlord indemnifications. The Company has never paid any
amounts to defend lawsuits or settle claims related to these
indemnification provisions. Accordingly, the Company believes
the estimated fair value of these indemnification arrangements
is minimal.
61
APPLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
As of December 31, 2004, the Company had future cash
commitments for the payments pertaining to its world-wide
obligations under its non-cancelable leases. The Companys
future minimum lease payments for its operating lease payments
for its office facilities and certain equipment are:
|
|
|
|
|
|
|
Operating Leases | |
|
|
| |
|
|
(In thousands) | |
2005
|
|
$ |
1,220 |
|
2006
|
|
|
972 |
|
2007
|
|
|
883 |
|
2008
|
|
|
905 |
|
2009
|
|
|
903 |
|
2010 and after
|
|
|
714 |
|
|
|
|
|
Total minimum lease payments
|
|
$ |
5,597 |
|
|
|
|
|
The Company incurred $1,338,000, $2,312,000, and $2,639,000 in
rent expense for the years ended December 31, 2004, 2003,
and 2002, respectively.
62
EXHIBIT INDEX
|
|
|
|
|
|
|
|
2 |
.1(1) |
|
|
|
Asset Purchase Agreement, dated January 21, 2003, by and
between iET Acquisition, LLC and the Registrant. |
|
|
3 |
.1(2) |
|
|
|
Restated Articles of Organization. |
|
|
3 |
.2 |
|
|
|
Amended and Restated By-laws. |
|
|
4 |
.1(3) |
|
|
|
Form of Rights Agreement, dated as of September 18, 2000,
between the Registrant and American Stock Transfer &
Trust Company, which includes as Exhibit A the terms of the
Series A Junior Participating Preferred Stock, as
Exhibit B the Form of Rights Certificate, and as
Exhibit C the Summary of Rights to Purchase Preferred Stock. |
|
|
4 |
.2(10) |
|
|
|
First Amendment to Form of Rights Agreement, dated
February 27, 2004, between the Registrant and American
Stock Transfer & Trust Company. |
|
|
10 |
.1(4) |
|
|
|
Applix, Inc. 1994 Equity Incentive Plan, as amended. |
|
|
10 |
.2(2) |
|
|
|
Applix, Inc. 1984 Stock Option Plan. |
|
|
10 |
.3(5) |
|
|
|
Applix, Inc. 2000 Director Stock Option Plan, as amended. |
|
|
10 |
.4(6) |
|
|
|
Applix, Inc. 2001 Employee Stock Purchase Plan. |
|
|
10 |
.5(7) |
|
|
|
Single Tenant Commercial Lease by and between Westborough Land
Realty Trust and the Registrant, dated January 23, 2001. |
|
|
10 |
.6(14) |
|
|
|
Letter of Intent Single Tenant Commercial Lease by and between
Westborough Land Realty Trust and the Registrant, dated
December 12, 2003. |
|
|
10 |
.7(14) |
|
|
|
First Amendment of Single Tenant Commercial Lease by and between
Westborough Land Realty Trust and the Registrant dated
December 31, 2003. |
|
|
10 |
.8(14) |
|
|
|
Second Amendment of Single Tenant Commercial Lease by and
between Westborough Land Realty Trust and the Registrant dated
January 22, 2004. |
|
|
10 |
.9(11) |
|
|
|
Severance Agreement, dated February 27, 2003, between the
Registrant and Alan Goldsworthy. |
|
|
10 |
.10(6) |
|
|
|
Executive Stock Option Acceleration Agreement between the
Registrant and Craig Cervo, dated June 9, 2000. |
|
|
10 |
.11(12) |
|
|
|
Executive Change-in-Control Agreement between the Registrant and
Craig Cervo, dated April 9, 2003. |
|
|
10 |
.12(13) |
|
|
|
Retention Agreement between the Registrant and David C. Mahoney,
dated May 1, 2003. |
|
|
10 |
.13(13) |
|
|
|
Retention Agreement between the Registrant and Milton A. Alpern,
dated June 16, 2003. |
|
|
10 |
.14(14) |
|
|
|
Purchase Agreement by and between Brad Fire and the Registrant,
dated February 27, 2004. |
|
|
10 |
.15(14) |
|
|
|
Purchase Agreement by and between Jeffrey A. Dryer and the
Registrant, dated February 27, 2004. |
|
|
10 |
.16(14) |
|
|
|
Loan and Security Agreement, dated March 19, 2004 between
the Registrant and Silicon Valley Bank. |
|
|
10 |
.17(9) |
|
|
|
Applix, Inc. 2003 Director Equity Plan. |
63
|
|
|
|
|
|
|
|
|
10 |
.18(15) |
|
|
|
Retention Agreement between the Registrant and Michael Morrison,
dated as of June 1, 2004. |
|
|
10 |
.19(15) |
|
|
|
Applix, Inc. 2004 Equity Incentive Plan. |
|
|
10 |
.20(15) |
|
|
|
Form of Incentive Stock Option Agreement for the 2004 Equity
Incentive Plan. |
|
|
10 |
.21(15) |
|
|
|
Form of Nonstatutory Stock Option Agreement for the 2004 Equity
Incentive Plan. |
|
|
10 |
.22(16) |
|
|
|
Summary of 2004 Management Incentive Compensation Plan. |
|
|
10 |
.23(16) |
|
|
|
Form of Stock Option Agreement for 2003 Director Equity
Plan. |
|
|
10 |
.24 |
|
|
|
Summary of Compensation Policy for Directors of Applix, Inc. |
|
|
21 |
.1 |
|
|
|
Subsidiaries of the Registrant. |
|
|
23 |
.1 |
|
|
|
Consent of Independent Registered Public Accounting Firm,
Deloitte & Touche LLP. |
|
|
23 |
.2 |
|
|
|
Consent of Independent Registered Public Accounting Firm,
Ernst & Young LLP. |
|
|
31 |
.1 |
|
|
|
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Exchange Act, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Chief Executive Officer). |
|
|
31 |
.2 |
|
|
|
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Exchange Act, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Chief Financial Officer). |
|
|
32 |
.1 |
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350
(Chief Executive Officer). |
|
|
32 |
.2 |
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350
(Chief Financial Officer). |
|
|
1. |
Incorporated by reference from the Registrants Current
Report on Form 8-K, as filed with the Commission on
February 5, 2003. |
|
2. |
Incorporated by reference from the Registrants
Registration Statement on Form S-1 (File No. 33-85688). |
|
3. |
Incorporated by reference to the Registrants Registration
Statement on Form 8-A dated September 20, 2000. |
|
4. |
Incorporated by reference to the Registrants Proxy
Statement on Schedule 14A, as filed with the Commission on
April 3, 2001. |
|
5. |
Incorporated by reference to the Registrants Report on
Form 10-Q for the fiscal quarter ended June 30, 2002,
as filed with the Commission on August 14, 2002. |
|
6. |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
June 30, 2001, as filed with the Commission on
August 13, 2001. |
|
7. |
Incorporated by reference to the Registrants Report on
Form 10-K for the fiscal year ended December 31, 2000,
as originally filed with the Commission on April 2, 2001
and amended on June 15, 2001. |
|
8. |
Incorporated by reference to the Registrants Report on
Form 10-K for the fiscal year ended December 31, 2001,
as originally filed with the Commission on April 1, 2002. |
|
9. |
Incorporated by reference to the Registrants Proxy
Statement on Schedule 14A, as filed with the Commission on
April 30, 2003. |
|
|
10. |
Incorporated by reference to the Registrants Current
Report on Form 8-K/ A, as filed with the Commission on
March 4, 2004. |
|
11. |
Incorporated by reference to the Registrants Annual Report
on Form 10-K for the fiscal year ended December 31,
2002, as originally filed with the Commission on March 31,
2003. |
|
12. |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
March 31, 2003, as filed with the Commission on
May 15, 2003. |
|
13. |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
June 30, 2003, as filed with the Commission on
August 14, 2003. |
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|
|
14. |
Incorporated by reference to the Registrants Annual Report
on Form 10-K for the fiscal year ended December 31,
2003, as filed with the Commission on March 30, 2004. |
|
15. |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
June 30, 2004, as filed with the Commission on
August 13, 2004. |
|
16. |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
September 30, 2004, as filed with the Commission on
November 15, 2004. |
|
|
|
Management contract or compensatory plan. |
65