-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vooid8iBeJxr7HetnSOB6NOW8ETMLDit8GOt6EGJ+ceRfCZVXSyHtxEChZrKXaW9 3q9KboNxu5jNWyFw1wGg+w== 0001193125-07-273411.txt : 20071231 0001193125-07-273411.hdr.sgml : 20071231 20071231172628 ACCESSION NUMBER: 0001193125-07-273411 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071025 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071231 DATE AS OF CHANGE: 20071231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGNOS INC CENTRAL INDEX KEY: 0000746782 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980119485 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-72402 FILM NUMBER: 071335021 BUSINESS ADDRESS: STREET 1: 3755 RIVERSIDE DR STREET 2: PO BOX 9707 CITY: OTTAWA ONTARIO CAN K STATE: A6 ZIP: 00000 BUSINESS PHONE: 6137381440 MAIL ADDRESS: STREET 1: 3755 RIVERSIDE DR STREET 2: POST OFFICE BOX 9707 CITY: ONTARIO 8-K/A 1 d8ka.htm FORM 8-K/A Form 8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2007

COGNOS INCORPORATED

(Exact name of registrant as specified in its charter)

Canada


(State or other jurisdiction of incorporation)

 

0-16006   98-0119485
 
(Commission File Number No.)   (IRS Employer Identification No.)

3755 Riverside Drive

P.O. Box 9707, Station T

Ottawa, Ontario, Canada

K1G 4K9


(Address of principal executive offices)

Registrant’s telephone number, including area code:

(613) 738-1440


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Amendment No. 1

Explanatory Note

As previously reported, on October 25, 2007, pursuant to an Agreement and Plan of Merger dated September 4, 2007 (the “Merger Agreement”), by and among Cognos Incorporated, a corporation organized and existing under the laws of Canada (“Cognos”), Dimension Acquisition Corp., a Massachusetts corporation and an indirect, wholly-owned subsidiary of Cognos (“Merger Subsidiary”), and Applix, Inc., a Massachusetts corporation (“Applix”), Cognos completed its acquisition of all the outstanding shares of common stock of Applix (the “Applix Shares”). Cognos’ acquisition of the Applix Shares was structured as a two-step transaction, with a cash tender offer by Merger Subsidiary for the Applix Shares (the “Offer”) followed by the merger of Merger Subsidiary with and into Applix (the “Merger”), with Applix becoming the surviving corporation and an indirect, wholly-owned subsidiary of Cognos.

This Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Cognos on October 30, 2007 to report the completion of its acquisition of Applix under Items 2.01 and 9.01 (the “Initial 8-K”). This Amendment No. 1 is being filed to include the financial information required under parts (a) and (b) of Item 9.01.


Item 2.01

Completion of Acquisition or Disposition of Assets

On October 25, 2007, pursuant to the Agreement and Plan of Reorganization dated as of September 4, 2007 (the “Merger Agreement”), by and among Cognos Incorporated (“Cognos”), a Canadian corporation, Dimension Acquisition Corp. (“Merger Sub”), a Massachusetts corporation and an indirect wholly-owned subsidiary of Cognos, and Applix, Inc. (“Applix”), a Massachusetts corporation, Cognos completed its acquisition of Applix. Pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into Applix with Applix continuing as the surviving corporation as an indirect wholly-owned subsidiary of Cognos.

On October 25, 2007, pursuant to an Agreement and Plan of Merger dated September 4, 2007 (the “Merger Agreement”), by and among Cognos Incorporated, a corporation organized and existing under the laws of Canada (“Cognos”), Dimension Acquisition Corp., a Massachusetts corporation and an indirect, wholly-owned subsidiary of Cognos (“Merger Subsidiary”), and Applix, Inc., a Massachusetts corporation (“Applix”), Cognos completed its acquisition of all the outstanding shares of common stock of Applix (the “Applix Shares”). Cognos’ acquisition of the Applix Shares was structured as a two-step transaction, with a cash tender offer by Merger Subsidiary for the Applix Shares (the “Offer”) followed by the merger of Merger Subsidiary with and into Applix (the “Merger”), with Applix becoming the surviving corporation and an indirect, wholly-owned subsidiary of Cognos.

The initial offering period of the Offer expired at 12:00 midnight, New York City time, on Tuesday, October 16, 2007 (the “Initial Expiration Date”). Immediately following the Initial Expiration Date, on October 17, 2007, Cognos and Merger Subsidiary announced a subsequent offering period expiring at 5:00 p.m., New York City time, on Tuesday, October 30, 2007 (the “Subsequent Expiration Date”). According to Computershare Trust Company, N.A., the depositary for the Offer, as of 9:00 a.m. on October 25, 2007, approximately 14,765,530 Applix Shares were validly tendered in the Offer and not withdrawn, which represented approximately 89.9% of all the outstanding Applix Shares. Cognos accepted for payment and promptly paid the offer price of $17.87 per Applix Share in cash, without interest, less any required withholding taxes to all Applix stockholders who validly tendered and did not withdraw Applix Shares pursuant to the Offer. On October 25, 2007, pursuant to the Merger Agreement, Merger Subsidiary exercised its right to purchase one share more than 90% of the total outstanding Applix Shares.

On October 25, 2007, pursuant to the terms and conditions of the Merger Agreement, Merger Subsidiary was merged with and into Applix, and each outstanding Applix Share not tendered in the Offer (other than shares held by Cognos, Merger Subsidiary or any of their respective subsidiaries) was converted into the right to receive $17.87 per share in cash, without interest, less any required withholding taxes. Upon the consummation of the Merger, Applix survived and became an indirect, wholly-owned subsidiary of Cognos.

For Accounting purposes we obtained control of Applix on October 17, 2007 and have consolidated result of operations into our results as of that date.

The aggregate merger consideration was approximately U.S. $330 million, paid in cash. Cognos paid the merger consideration from cash on hand. Additionally, in connection with the Merger, Cognos assumed certain stock options issued pursuant to Applix’s stock option plan, which became options to purchase approximately 348,000 shares of Cognos common shares. The consideration for and the other terms and conditions of the Merger were determined by arms-length negotiations between Cognos and Applix. Applix offers planning and performance management solutions for business and public sector organizations.

For further information concerning the Merger, please contact the following executive officer of Cognos at (613) 738-1440: Tom Manley, Senior Vice-President, Finance & Administration and Chief Financial Officer.


Section 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

 

 

(a)

Financial Statements of Business Acquired

The audited consolidated financial statements of Applix for the fiscal year ended December 31, 2006 are filed as Exhibit 99.1 to this Amendment No. 1 and incorporated herein by reference.

The unaudited consolidated financial statements of Applix for the six months ended June 30, 2007 are filed as Exhibit 99.2 to this Amendment No. 1 and incorporated herein by reference.

 

 

(b)

Pro Forma Financial Information

The pro forma financial information required by this item with respect to the transaction described in Item 2.01 is filed as Exhibit 99.3 to this Amendment No. 1 and incorporated herein by reference.


 

(c)

Exhibits

 

Exhibit No.

  

Description

23.1

  

Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP

99.1

  

Audited consolidated financial statements of Applix, Inc. as of and for the fiscal year ended December 31, 2006

99.2

  

Unaudited consolidated financial statements of Applix, Inc. as of and for the six months ended June 30, 2007

99.3

  

Unaudited pro forma condensed combined consolidated financial statements


SIGNATURES

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

 

   

COGNOS INCORPORATED

   

(Registrant)

Dated: December 31, 2007

   

By:

 

/s/    Tom Manley

       

Tom Manley

Senior Vice President, Finance &

Administration and Chief

Financial Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

23.1

  

Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP

99.1

  

Audited consolidated financial statements of Applix, Inc. as of and for the fiscal years ended December 31, 2005 and 2006

99.2

  

Unaudited consolidated financial statements of Applix, Inc. as of and for the six months ended June 30, 2007

99.3

  

Unaudited pro forma condensed combined consolidated financial statements

EX-23.1 2 dex231.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, DELOITTE & TOUCHE LLP Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-107965, 333-117981, 333-12886 and 333-138385 on Form S-8 of our report dated March 16, 2007 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123R, Share-Based Payment), relating to the financial statements of Applix, Inc. appearing in this Current Report on Form 8-K/A of Cognos Incorporated.

 

/s/    DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 31, 2007

EX-99.1 3 dex991.htm AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF APPLIX, INC. Audited consolidated financial statements of Applix, Inc.

Exhibit 99.1

Index to Consolidated Financial Statements

 

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

   2

Consolidated Balance Sheets at December 31, 2006 and 2005

  

3

Consolidated Statements of Income for the years ended December 31, 2006, 2005 and 2004

  

4

Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the years ended December 31, 2006, 2005 and 2004

  

5

Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004

  

6

Notes to Consolidated Financial Statements

  

7

 

1


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. and subsidiaries (the “Company”) as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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. 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 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. and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment”, effective January 1, 2006.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 16, 2007 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/    DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 16, 2007

 

2


APPLIX, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts)

 

     December 31,  
     2006      2005  

Assets

     

Current assets:

     

Cash and cash equivalents

   $23,487      $20,740  

Short-term investments

   3,723      4,198  

Accounts receivable, less allowance for doubtful accounts of $368 and $231, respectively

   13,582      8,066  

Other current assets

   1,585      1,295  

Deferred tax assets, current

   619      164  
             

Total current assets

   42,996      34,463  

Restricted cash

   400      500  

Property and equipment, net

   1,313      953  

Intangible assets, net of accumulated amortization of $1,853 and $1,188, respectively

   5,477      312  

Goodwill

   13,341      1,158  

Deferred tax assets, long-term

   1,876      —    

Other assets

   684      712  
             

Total Assets

   $66,087      $38,098  
             

Liabilities and Stockholders’ Equity

     

Current liabilities:

     

Accounts payable

   $  2,068      $  1,504  

Accrued expenses

   9,324      5,460  

Accrued restructuring expenses, current portion

   51      44  

Current portion of debt

   2,167      —    

Deferred revenues

   11,052      9,143  
             

Total current liabilities

   24,662      16,151  

Accrued restructuring expenses, long term portion

   161      186  

Long-term debt

   3,792      —    

Other long term liabilities

   122      133  
             

Total liabilities

   28,737      16,470  
             

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; 15,657,258 and 14,923,894 shares issued and outstanding, respectively

   39      37  

Additional paid-in capital

   63,365      57,178  

Accumulated deficit

   (24,604 )    (33,935 )

Accumulated other comprehensive loss

   (1,450 )    (1,652 )
             

Total stockholders’ equity

   37,350      21,628  
             

Total Liabilities and Stockholders’ Equity

   $66,087      $38,098  
             

See accompanying Notes to Consolidated Financial Statements.

 

3


APPLIX, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

 

     Years Ended December 31,  
     2006     2005     2004  

Revenues:

      

Software license

   $30,105     $19,488     $16,228  

Professional services and maintenance

   22,068     17,490     14,687  
                  

Total revenues

   52,173     36,978     30,915  
                  

Cost of revenues:

      

Software license

   310     117     427  

Professional services and maintenance (includes $70 of stock-based compensation for the year ended December 31, 2006)

   4,936     3,888     3,612  

Amortization of an acquired intangible asset

   200     —       —    
                  

Total cost of revenues

   5,446     4,005     4,039  
                  

Gross margin

   46,727     32,973     26,876  
                  

Operating expenses:

      

Sales and marketing (includes $841 of stock-based compensation for the year ended December 31, 2006)

   24,822     15,337     10,588  

Product development (includes $595 and $155 of stock-based compensation for the years ended December 31, 2006 and 2005, respectively)

   7,374     5,269     4,785  

General and administrative (includes $764, $60 and $60 of stock-based compensation for the years ended December 31, 2006, 2005 and 2004, respectively)

   8,793     5,095     6,217  

Restructuring

   —       —       577  

Amortization of acquired intangible assets

   466     250     250  
                  

Total operating expenses

   41,455     25,951     22,417  
                  

Operating income

   5,272     7,022     4,459  

Non-operating income (expenses):

      

Interest income

   1,048     596     184  

Interest expense

   (388 )   (54 )   (69 )

Other income (expense), net

   228     (369 )   198  

Net gain from sale of CRM assets

   —       —       261  
                  

Income before taxes

   6,160     7,195     5,033  

Benefit (provision) for income taxes

   3,270     (357 )   (225 )
                  

Income from continuing operations

   9,430     6,838     4,808  

Discontinued operations:

      

Loss from discontinued operations

   (99 )   (100 )   (106 )
                  

Net income

   $  9,331     $  6,738     $  4,702  
                  

Net income (loss) per share, basic and diluted:

      

Continuing operations, basic

   $0.61     $0.47     $0.34  

Continuing operations, diluted

   $0.56     $0.42     $0.31  

Discontinued operations

   $(0.01 )   $(0.01 )   $(0.01 )

Net income per share, basic

   $0.61     $0.46     $0.33  

Net income per share, diluted

   $0.55     $0.41     $0.30  

Weighted average number of shares outstanding:

      

Basic

   15,348     14,669     14,038  

Diluted

   16,986     16,451     15,482  

See accompanying Notes to Consolidated Financial Statements.

 

4


APPLIX, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME

(In thousands, except share amounts)

 

    

Common

Stock

   

Additional

Paid-In

Capital

   

Accumulated

Deficit

   

Accumulated

Other

Comprehensive

(Loss)

Income

   

Treasury

Stock

   

Total

Stockholders’

Equity

   

Comprehensive

Income

 

Balance, January 1, 2004

   $33     $50,497     $(45,375 )   $(1,539 )   $(1,361 )   $  2,255    
                  

Net income

       4,702         4,702     $4,702  

Foreign currency exchange translation adjustment

         66       66     66  
                  

Total comprehensive income

               $4,768  
                  

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    

Redesignation of treasury shares

   (1 )   (1,308 )       1,309     —      
                                      

Balance, December 31, 2004

   36     54,348     (40,673 )   (1,473 )   —       12,238    

Net income

       6,738         6,738     $6,738  

Foreign currency exchange translation adjustment

         (178 )     (178 )   (178 )

Unrealized gain on short-term investments

         (1 )     (1 )   (1 )
                  

Total comprehensive income

               $6,559  
                  

Stock issued under stock plans (633,310 shares)

   1     1,783           1,784    

Executive loans settlement

     892           892    

Stock-based compensation related to severance

     155           155    
                                      

Balance, December 31, 2005

   37     57,178     (33,935 )   (1,652 )   —       21,628    

Net income

       9,331         9,331     $9,331  

Foreign currency exchange translation adjustment

         202       202     202  
                  

Total comprehensive income

               $9,533  
                  

Stock issued under stock plans (403,112 shares)

   1     1,455           1,456    

Stock issued in connection with Temtec acquisition (330,252 shares)

   1     2,537           2,538    

Stock-based compensation

     2,195           2,195    
                                      

Balance, December 31, 2006

   $39     $63,365     $(24,604 )   $(1,450 )   $    —       $37,350    
                                      

See accompanying Notes to Consolidated Financial Statements.

 

5


APPLIX, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Years Ended December 31,  
     2006     2005     2004  
     (In thousands)  

Cash flows from operating activities:

      

Net income

   $ 9,331     $ 6,738     $ 4,702  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

      

Depreciation

     591       335       573  

Amortization

     666       250       515  

Provision for bad debts

     121       27       79  

Net gain on sale of CRM assets

     —         —         (261 )

Loss on disposal of property and equipment

     7       4       99  

Share-based compensation expense

     2,270       215       60  

Deferred income taxes

     (3,956 )     221       (496 )

Changes in operating assets and liabilities:

      

Increase in accounts receivable

     (3,386 )     (2,554 )     (223 )

Decrease (increase) in other assets

     279       (255 )     955  

Increase (decrease) in accounts payable

     38       653       (309 )

Increase (decrease) in accrued expenses

     1,714       565       (1,612 )

Decrease in accrued restructuring expenses

     (47 )     (143 )     (3,027 )

Increase (decrease) in other liabilities

     75       (33 )     (304 )

Increase in deferred revenue

     50       1,291       385  
                        

Cash provided by operating activities

     7,753       7,314       1,136  

Cash flows from investing activities:

      

Acquisition, net of cash acquired

     (12,433 )     —         —    

Property and equipment expenditures

     (857 )     (578 )     (321 )

Decrease (increase) in restricted cash

     100       (100 )     417  

Proceeds from sale of subsidiary

     —         —         195  

Purchases of short-term investments

     (9,780 )     (10,923 )     —    

Maturities of short-term investments

     10,255       6,725       —    
                        

Cash (used in) provided by investing activities

     (12,715 )     (4,876 )     291  

Cash flows from financing activities:

      

Proceeds from issuance of common stock under stock plans

     1,396       1,724       1,935  

Proceeds from long-term debt

     6,500       —         —    

Payments of debt issuance costs

     (49 )     —         —    

Principal payments on long-term debt

     (541 )     —         —    

Proceeds from issuance of common stock to affiliate

     —         —         2,989  

Proceeds from settlement of executive loans

     —         892       231  
                        

Cash provided by financing activities

     7,306       2,616       5,155  

Effect of exchange rate changes on cash

     403       (238 )     101  
                        

Increase in cash and cash equivalents

     2,747       4,816       6,683  

Cash and cash equivalents at beginning of period

     20,740       15,924       9,241  
                        

Cash and cash equivalents at end of period

   $ 23,487     $ 20,740     $ 15,924  
                        

Supplemental disclosure of cash flow information

      

Cash paid for income tax

   $ 483     $ 380     $ 949  

Cash paid for interest

   $ 281     $ 15     $ 43  

Supplemental disclosure of non-cash financing activity

      

In June 2006, the Company issued 330,252 shares of common stock valued at approximately $2.5 million in connection with the acquisition of Temtec International B.V. (Note 3)

      

See accompanying Notes to Consolidated Financial Statements.

 

6


APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. THE COMPANY

Applix, Inc. (the “Company”) is a global provider of Business Performance Management (“BPM”) and Business Intelligence (“BI”) applications based on Applix’s TM1. TM1 applications enable continuous strategic planning, management and monitoring of performance across the financial and operational functions within the enterprise. The Company’s products represent one principal business segment, which the Company reports as its continuing operations.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Applix, Inc. and all of its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

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 property and equipment and intangible assets, domestic and foreign income tax liabilities, valuation of deferred tax assets, share-based compensation, the allowance for doubtful accounts, impairment of goodwill and accrued liabilities.

Revenue Recognition

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 customer’s 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.

 

7


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 Company’s 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 the fair value of the undelivered elements can be objectively determined or these elements have been delivered or services have been rendered. 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 Company’s 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.

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.

Revenues for consulting services are generally recognized on a time and material basis as services are delivered. Based upon the Company’s experience in completing product implementations, these services are typically delivered within three months or less subsequent to the contract signing. 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 customer’s 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.

The Company’s 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. Generally, the Company’s arrangements with end-user customers and indirect channel partners do not include any acceptance provisions. In those cases 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 acceptance has been obtained as generally evidenced by written acceptance by the customer. The Company’s 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 Company’s published specifications. The standard warranty provision does not provide the indirect channel partners or end-user customer with the right of refund.

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 Company’s typical payment terms require payment within 30 to 90 days of the invoice date. If the payment terms for the arrangement are considered extended (generally, if payment is due 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.

 

8


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 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”. 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 deferred and expensed ratably over the maintenance period and reported in cost of revenues. Under these arrangements, the Company recorded revenue over the related maintenance periods which aggregated to $371,000, $433,000 and $864,000 for the years ended December 31, 2006, 2005 and 2004, respectively.

Cash Equivalents and Short-Term Investments

Cash equivalents represent short-term, highly liquid investments, including money market accounts, with original maturities of three months or less at time of purchase. Short-term investments, which consist of debt securities, are classified as available for sale and are stated at fair value. Unrealized gains and losses are included in accumulated other comprehensive income (loss), net of tax effects. Realized gains or losses are determined based on the specific identified cost of the securities. Any unrealized losses that are considered to be “other than temporary” are charged immediately to the income statement.

Restricted Cash

As of December 31, 2006 and 2005, $400,000 of restricted cash represents the required collateral on the Company’s lease of its headquarters located in Westborough, Massachusetts. During 2005, the Company provided to the SEC a proposed settlement agreement relating to the SEC’s investigation concerning the restatement of the Company’s financial statements for fiscal years 2001 and 2002. Pursuant to the terms of this proposed settlement agreement, the Company reserved $100,000 in an escrow account for a potential monetary penalty payment. On January 4, 2006, the Company reached a final settlement with the SEC relating to the investigation. The final settlement agreement, which superceded the proposed settlement agreement, did not require the Company to pay a monetary penalty. Thus, the Company released the $100,000 from the escrow account and, as a result, restricted cash decreased $100,000 in 2006 as compared to 2005.

Concentrations of Credit Risk, Accounts Receivable and Allowance for Doubtful Accounts

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments and trade receivables. The Company maintains cash, cash equivalents and short-term investments 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 Company’s normal credit terms are 30 to 90 days.

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 which management believes may not be collectible.

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):

 

     2006    2005     2004  

Balance, beginning of year

   $231    $227     $252  

Provision for bad debts

   121    27     79  

Write-offs and other

   16    (23 )   (104 )
                 

Balance, end of year

   $368    $231     $227  
                 

 

9


Fair Value of Financial Instruments

The carrying amount of our cash, accounts receivable and accounts payable approximates fair value due to the short-term nature of these instruments. We base the fair value of available for sale short-term investments on current market value (Note 5). The carrying value of long-term debt approximates its fair value.

Property and Equipment, net

Property and equipment are recorded at cost. Property and equipment purchased in business combinations are recorded at fair value which are then treated as the current cost. Assets are depreciated using the straight-line method over the estimated useful lives of the related assets (2 to 6 years) as detailed below. Assets associated with capital lease agreements are depreciated by the straight-line method over the lease term.

 

Asset Type

 

Estimated

Useful Life

(In Years)

   

Office furniture

  4 to 6  

Leasehold improvement

  5  

(or life of underlying lease, whichever is shorter)

Equipment

  3  

Computer equipment

  3  

Software

  2 to 5  

Property and equipment consists of the following at December 31:

 

     December 31,  
     2006     2005  
     (In thousands)  

Computer equipment and software

   $  2,217     $  2,100  

Furniture, equipment and leasehold improvements

   1,721     1,394  
            
   $  3,938     $  3,494  

Less: accumulated depreciation and amortization

   (2,625 )   (2,541 )
            
   $  1,313     $     953  
            

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 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 management’s 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, 2006, 2005 or 2004 due to the short period of time between the establishment of technological feasibility and the point at which the product is available for general release to customers. Amortization expense related to software development cost was $265,000 for the year ended December 31, 2004. As of December 31, 2006 and 2005, there were no capitalized software development costs.

 

10


Goodwill, Intangible Assets and Long-lived 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 using 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. During 2006 and 2005, the Company had one reporting unit. The fair value of the reporting unit at September 30, 2006 and 2005 was estimated using the Market Value Approach. At September 30, 2006 and 2005, the Company evaluated its goodwill and determined that the fair value had not decreased below the carrying value. To date, no impairment adjustments have been recorded. Intangible assets, other than goodwill, are amortized on a straight-line basis over their estimated useful lives. No impairment adjustments have been recorded to date.

Long-lived assets primarily include property and equipment and intangible assets with finite lives (customer-related intangibles). In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” The Company periodically reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of those assets are no longer appropriate. We base each impairment test on a comparison of the undiscounted cash flows to the recorded value of the asset. If impairment is indicated, we write down the asset to its estimated fair value based on a discounted cash flow analysis. No impairment adjustments have been recorded to date.

Stock-Based Compensation

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standard No. 123(R), “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires the Company to measure the grant date fair value of equity awards given to employees in exchange for services and recognize that cost over the period that such services are performed. Prior to adopting SFAS 123R, the Company accounted for stock-based compensation under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), as permitted by SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”). Under APB 25, the Company generally did not recognize compensation expense in connection with the grant of stock options because all options granted had an exercise price equal to the fair market value of the underlying common stock on the date of grant.

In transitioning from APB 25 to SFAS 123R, the Company has applied the modified prospective method. Accordingly, periods prior to adoption have not been restated and are not directly comparable to periods after adoption. Under the modified prospective method, compensation cost recognized in periods after adoption includes (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, less estimated forfeitures, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R, less estimated forfeitures.

The Company grants stock options and issues common stock to its employees and directors and also provides employees the right to purchase stock pursuant to stockholder approved stock option and employee stock purchase plans. The stock-based plans are described more fully in Note 9. Under the provisions of SFAS 123R, the Company recognizes as compensation expense the fair value of share-based payment awards on a straight-line basis over the requisite service period of the individual award, which generally equals the vesting period. All of the Company’s share-based payment awards are accounted for as equity instruments, as there have been no liability awards granted.

 

11


The Company utilizes the Black-Scholes valuation model for estimating the fair value of the stock-based compensation granted after the adoption of SFAS 123R. The weighted-average fair values of the options granted under the stock option plans and shares subject to purchase under the employee stock purchase plan were $3.50 and $2.35, respectively, for the year ended December 31, 2006, assuming no dividends and using the following assumptions:

 

    

Stock
Option

Plans

   

Purchase

Plan

 

Expected life (years)

   4.6     0.5  

Expected stock price volatility

   55.3 %   51.1 %

Risk free interest rate

   4.6 %   4.8 %

Expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury rates on the date of grant for a term equivalent to the expected life of the options. The expected life was calculated using the method outlined in SEC Staff Accounting Bulletin Topic 14.D.2, “Expected Term,” as the Company’s historical experience does not provide a reasonable basis for the expected term of the option.

Based on the Company’s historical employee turnover and stock option forfeitures rates, an annualized estimated forfeiture rate of 8.5% has been used in calculating the cost for stock options. Under the true-up provisions of SFAS 123R, additional expense will be recorded if the actual forfeiture rate is lower than estimated, and a recovery of prior expense will be recorded if the actual forfeiture is higher than estimated.

Under the provisions of SFAS 123R, the Company recorded $2,270,000, or $0.15 and $0.13 per basic and diluted share, respectively, of share-based compensation in its consolidated statements of income for the year ended December 31, 2006. There was no income tax benefit recognized in the Company’s consolidated statement of income for the year ended December 31, 2006 for stock-based payments. At December 31, 2006, total unrecognized share-based compensation expense related to unvested stock options, expected to be recognized over a weighted average period of 1.4 years, amounted to approximately $4,174,000. Total unrecognized stock-based compensation expense will be adjusted for any future changes in estimated forfeitures, if any.

Prior to the adoption of SFAS 123R, the Company presented all excess tax benefits related to share-based compensation as cash flows from operating activities in the Company’s statement of cash flows. SFAS 123R requires the cash flows resulting from these tax benefits to be classified as cash flows from financing activities. For the year ended December 31, 2006, there was no net tax benefit from the exercise of stock options. Additionally, the Company used the short form method to calculate the Additional Paid-in Capital (“APIC”) pool, the tax benefit of any resulting excess tax deduction should increase the APIC pool; any resulting tax deficiency should be deducted from the APIC pool.

SFAS 123R requires the presentation of pro forma information for the comparative period prior to the adoption as if all of the Company’s stock options had been accounted for under the fair value method of the original SFAS 123. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation to the prior-year periods (in thousands, except per share data).

 

12


     Year Ended
December 31,
 
     2005     2004  

Net income, as reported

   $  6,738     $  4,702  

Add: Stock-based employee compensation expense included in reported net income

   215     60  

Deduct: Total stock-based employee compensation expense determined under fair value method

   (1,941 )   (1,291 )
            

Pro forma net income

   $  5,012     $  3,471  
            

Net income per share:

    

Basic — as reported

   $0.46     $0.33  

Diluted — as reported

   $0.41     $0.30  

Basic — pro forma

   $0.34     $0.25  

Diluted — pro forma

   $0.31     $0.23  

Weighted average number of shares outstanding:

    

Basic

   14,669     14,038  

Diluted

   16,027     15,187  

For purposes of pro forma disclosure, the fair value of the Company’s stock-based awards to employees are estimated using the Black-Scholes option valuation model. The fair value of the Company’s stock-based awards to employees was estimated assuming no expected dividends and the following weighted average assumptions:

 

     2005     2004  

Expected life (years)

   4     4  

Expected stock price volatility

   74.9 %   80.0 %

Risk free interest rate

   4.34 %   3.00 %

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities relating to the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements and tax returns. A valuation 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. As permitted by Accounting Principles Board (“APB”) Opinion No. 23, Accounting for Income Taxes — Special Areas, provisions for income taxes on undistributed earnings of foreign subsidiaries that are considered permanently invested are not recognized in the Company’s consolidated financial statements.

Net Income (Loss) Per Share

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Dilutive net income 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 as well as shares held in escrow in connection with the Temtec acquisition during the period.

 

13


     Year Ended December 31,  
     2006     2005     2004  
     (In thousands, except per share amounts)  

Numerator:

      

Income from continuing operations

   $  9,430     $  6,838     $  4,808  

Loss from discontinued operations

   (99 )   (100 )   (106 )
                  

Net income

   $  9,331     $  6,738     $  4,702  
                  

Denominator:

      

Denominator for basic net income per share — Weighted shares outstanding

   15,348     14,669     14,038  

Diluted effect of assumed exercise of stock options and contingently returnable shares

   1,638     1,782     1,444  
                  

Denominator for diluted net income per share

   16,986     16,451     15,482  
                  

Basic net income (loss) per share

      

Continuing operations

   $    0.61     $    0.47     $    0.34  

Discontinued operations

   $   (0.01 )   $   (0.01 )   $   (0.01 )

Net income per share

   $    0.61     $    0.46     $    0.33  

Diluted net income (loss) per share

      

Continuing operations

   $    0.56     $    0.42     $    0.31  

Discontinued operations

   $   (0.01 )   $   (0.01 )   $   (0.01 )

Net income per share

   $    0.55     $    0.41     $    0.30  

Common stock equivalents (stock options) of 173,700, 114,771 and 554,905 were excluded from the calculation of diluted earnings per share for the years ended December 31, 2006, 2005 and 2004, respectively, because these options were anti-dilutive as 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 income. 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 year ended December 31, 2006, the Company recorded a net gain of $259,000 on foreign exchange in its consolidated statement of income, primarily due to the weakening U.S. dollar against the Australian dollar, British pound and the Euro. For the years ended December 31, 2005 and 2004, foreign exchange net (losses) gains recorded in the consolidated statements of income totaled ($292,000) and $407,000, respectively, primarily as a result of the foreign currency exchange rate fluctuations of the Euro, British pound and Australian dollar against the U.S. dollar.

Comprehensive Income

Components of comprehensive income include net income and certain transactions that have generally been reported in the consolidated statements of stockholders’ equity. Other comprehensive income (loss) includes gains and losses from foreign currency translation adjustments and unrealized gains and losses on short-term investments.

 

14


Advertising Expense

Advertising costs are expensed as incurred. Advertising expense amounted to $298,000, $244,000 and $62,000 in 2006, 2005 and 2004, respectively.

New Accounting Pronouncements

The Company adopted the SEC’s Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Years Misstatements in Current Year Financial Statements” (SAB 108). SAB 108 requires that companies utilize a dual-approach to assessing the quantitative effects of financial statement misstatements. The dual approach includes both an income statement focused and balance sheet focused assessment. The adoption of SAB 108 had no effect on our consolidated financial statements for the year ended December 31, 2006.

In July 2006, the FASB issued FASB Interpretation Number (FIN) No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109,” which, in the case of the Company, is effective as of January 1, 2007. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN No. 48 requires that all tax positions be evaluated using a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Differences between tax positions taken in a tax return and amounts recognized in the financial statements are recorded as adjustments to income taxes payable or receivable, or adjustments to deferred taxes, or both. FIN No. 48 also requires expanded disclosure at the end of each annual reporting period including a tabular reconciliation of unrecognized tax benefits. In accordance with FIN No. 48, the Company will report the difference between the net amount of assets and liabilities recognized in the statement of financial position prior to and after the application of FIN No. 48 as a cumulative effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the requirements of FIN 48 and has not yet determined the impact on its consolidating financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands fair value measurement disclosures. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We are currently evaluating whether adoption of SFAS 157 will have an impact on our financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We are in the process of evaluating the effect of SFAS No. 159 on our consolidated results of operations and financial position.

3. ACQUISITION

On June 15, 2006, the Company completed the acquisition of Temtec International B.V. (“Temtec”), a privately-held Netherlands company that is a leading provider of self-service analytic software that empowers non-technical business users to analyze and report on business-critical information in real time. The acquisition of Temtec enables the Company to provide companies with a more powerful solution set for creating, managing and delivering compelling operational performance management applications throughout the enterprise. The total purchase price for Temtec was approximately $15,336,000 and was comprised of the following (in thousands, except share amounts):

 

Cash

   $11,455

Common stock (330,252 shares)

   2,538

Direct acquisition costs

   1,343
    

Total

   $15,336
    

The fair value of Applix common stock issued in connection with the acquisition of Temtec was estimated at $7.68 per share, which represented the average closing price of the Company’s common stock for five trading days, comprised of June 15, 2006 (the day that the terms of the acquisition were agreed to and announced), the two trading days before and the two trading days after June 15, 2006. Direct acquisition costs include investment banking fees, legal and accounting fees and other external costs directly related to the acquisition.

 

15


On June 15, 2006, the Company deposited $1 million of the cash consideration and $2 million, or 264,200 shares, of the Company’s common stock into an escrow account for a total escrow amount of $3 million to secure certain indemnification, warranty and claim obligations of the former stockholders of Temtec to the Company. Subject to the provisions of the escrow agreement, one-third of the escrow amount, for which the form of consideration will be determined at the sole discretion of the sellers, will be released within 30 days after the filing of the Company’s 2006 annual financial statements, but in any event no later than May 31, 2007. Also, subject to the provisions of the escrow agreement, the remaining amount of escrow in cash and shares will be released within 30 days after the filing of the Company’s 2007 annual financial statements, but in any event no later than May 31, 2008.

The Company accounted for the Temtec acquisition as a purchase, and accordingly, included the assets purchased and liabilities assumed in the consolidated balance sheet at the purchase date based upon their estimated fair values. The results of operations of Temtec are included in the consolidated financial statements beginning June 15, 2006.

The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and other information compiled by management, including an independent valuation that utilized established valuation techniques. Goodwill recorded as a result of this acquisition is not deductible for tax purposes.

The total purchase price has been allocated as follows (in thousands):

 

    

At

June 15,

2006

 

Cash and cash equivalents

   $    317  

Accounts receivable

   1,438  

Prepaid and other current assets

   243  

Deferred tax assets

   179  

Property and equipment

   133  

Accounts payable

   (536 )

Accrued expenses

   (984 )

Deferred revenue

   (1,196 )

Assumed Temtec payroll-related liability

   (545 )

Deferred tax liabilities

   (1,726 )

Amortizable intangible assets:

  

Existing technology

   1,850  

Customer relationships

   3,980  
      

Total amortizable intangible assets

   5,830  

Goodwill

   12,183  
      

Total purchase price

   $15,336  
      

The purchase price and related allocations is preliminary and may be revised as a result of adjustments made to the purchase price, additional information regarding liabilities assumed, including contingent liabilities, and revisions of estimates of fair values made on the date of purchase.

Intangible assets include amounts related to the fair value of existing technology and customer relationships, which have estimated useful lives of 5 and 10 years, respectively.

The following pro forma financial information presents the combined results of operations of Applix and Temtec as if the acquisition had occurred as of the beginning of the periods presented below. Adjustments to reflect the dilutive effect of the shares of common stock issued, interest expense incurred relating to the debt issued in connection with the acquisition and amortization of acquired intangible assets have been made to the combined results of operations for the years ended December 31, 2006 and 2005. The pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial condition that would have been reported had the acquisition been completed as of the dates presented, and should not be taken as representative of the Company’s future consolidated results of operations or financial condition.

 

16


     Year Ended
December 31,
2006
   Year Ended
December 31,
2005
     (In thousands, except per share amounts)

Revenues

   $54,856    $42,945

Net income

   $  8,630    $  5,039

Net income per share, basic

   $    0.56    $    0.34

Net income per share, diluted

   $    0.50    $    0.30

4. INTANGIBLE ASSETS AND GOODWILL

Intangible assets consist of the following significant classes at December 31, 2006 (in thousands):

 

    

Gross

Carrying

Amount

  

Accumulated

Amortization

   

Net Book

Value

Existing technology

   $1,850    $   (200 )   $1,650

Customer relationships

   5,480    (1,653 )   3,827
               

Total

   $7,330    $(1,853 )   $5,477
               

Intangible assets consist of the following significant classes at December 31, 2005 (in thousands):

 

    

Gross

Carrying

Amount

  

Accumulated

Amortization

   

Net Book

Value

Customer relationships

   $1,500    $(1,188 )   $312
               

Total

   $1,500    $(1,188 )   $312
               

The Company amortizes its intangible assets on a straight-line basis assuming no residual value. At December 31, 2006, the weighted average amortization period for all intangible assets was 8.4 years, including 5 years for existing technology and 9.9 years for customer relationships. Amortization expense related to these intangible assets was $666,000, $250,000 and $250,000 for 2006, 2005 and 2004, respectively. The future estimated amortization expense of these intangible assets held as of December 31, 2006 is as follows:

 

     (In thousands)

2007

   $831

2008

   768

2009

   768

2010

   768

2011

   568

Goodwill was $13,341,000 and $1,158,000 at December 31, 2006 and 2005, respectively. The change in the carrying amount of goodwill during 2006 represented goodwill of $12,183,000 resulting from the Temtec acquisition (See Note 3). There was no change in the carrying amount of goodwill during 2005.

 

17


5. SHORT-TERM INVESTMENTS

The Company’s short-term investments were as follows (in thousands):

 

    

December 31, 2006

     Cost
Basis
  

Unrealized

Gains

  

Unrealized

Losses

   Fair
Value

Debt securities

   $3,723    $—      $—      $3,723
     December 31, 2005
     Cost
Basis
  

Unrealized

Gains

  

Unrealized

Losses

   Fair
Value

Debt securities

   $4,199    $—      $(1)    $4,198

As of December 31, 2006 and 2005, all short-term investments mature in less than one year. Realized gains and losses were insignificant for 2006 and 2005.

Included in cash and cash equivalents is approximately $7,877,000 and $6,041,000 of short-term investments at December 31, 2006 and 2005, respectively, considered to be cash equivalents, as the maturity dates of such investments were three months or less when purchased.

6. LONG-TERM DEBT AND CREDIT FACILITY

In June 2006, the Company amended its existing loan and security agreement with Silicon Valley Bank (“SVB”) in connection with the acquisition of Temtec, to provide for a term loan (the “Term Loan”) in the principal amount of $6.5 million, which the Company used to partially finance the acquisition. Debt issuance costs relating to the Term Loan totaled approximately $49,000. The Term Loan is payable in thirty-six equal monthly installments of principal commencing on October 1, 2006 through September 1, 2009, plus monthly payments of accrued interest. The Term Loan bears interest at a rate of prime plus 0.75% and is guaranteed by Applix Securities Corp., a wholly-owned subsidiary of the Company, and is collateralized by substantially all of the Company’s assets. There are no penalties or fees in the event that the Company prepays the Term Loan prior to its scheduled maturity date. This amendment also extended the maturity date of the Company’s credit facility with SVB from March 18, 2007 to June 18, 2007. The credit facility is a domestic working capital line of credit with an interest rate equal to the prime interest rate and under which the Company may borrow the aggregate principal amount of up to the lesser of: (i) $3,000,000; or (ii) an amount based upon a percentage the Company’s qualifying domestic accounts receivable. The availability of borrowings under the Company’s credit facility as well as the Term Loan is subject to the borrowing limits described above as well as the maintenance of certain financial covenants. As of December 31, 2006 and December 31, 2005, there were no amounts outstanding under the credit facility.

The scheduled principal payments for the Term Loan as of December 31, 2006 were as follows (in thousands):

 

2007

   $2,167

2008

   2,167

2009

   1,625
    

Total

   $5,959
    

7. ACCRUED EXPENSES

Accrued expenses at December 31, 2006 and 2005 consisted of the following (in thousands):

 

     2006    2005

Income taxes

   $   972    $   756

Sales and value added taxes

   1,432    977

Compensation and benefits

   4,308    2,260

Other

   2,612    1,467
         

Total

   $9,324    $5,460
         

 

18


8. INCOME TAXES

The components of income from continuing operations before income taxes is as follows (in thousands):

 

     2006    2005    2004

Domestic

   $4,527    $6,750    $3,875

Foreign

   1,633    445    1,158
              

Total

   $6,160    $7,195    $5,033
              

The components of the income tax (benefit) provision from continuing operations are as follows (in thousands):

 

     2006     2005    2004  

Current:

       

Federal and state

   $   190     $  95    $   (98 )

Foreign

   492     12    819  
                 

Total Current

   682     107    721  
                 

Deferred:

       

Federal and state

   (3,965 )   —      —    

Foreign

   13     250    (496 )
                 

Total Deferred

   (3,952 )   250    (496 )
                 

Total Income Tax (Benefit) Provision

   $(3,270 )   $357    $  225  
                 

The approximate tax effect of each type of temporary difference and carryforward is as follows (in thousands):

 

     2006     2005  

Deferred tax assets:

    

Net operating loss carryforwards

   $  4,280     $    6,610  

Accounts receivable

   88     75  

Accrued expenses

   280     279  

Accrued compensation and benefits

   251     222  

Property and equipment

   130     83  

Stock-based compensation

   220     —    

Tax credit carryforwards

   3,231     3,405  
            

Total deferred tax assets

   8,480     10,674  
            

Deferred tax liabilities:

    

Basis differences of intangible asset

   (1,621 )   (94 )
            

Total deferred tax liabilities

   (1,621 )   (94 )
            

Valuation allowance

   (4,364 )   (10,510 )
            

Net deferred tax asset

   $  2,495     $         70  
            

The following schedule reconciles the difference between the federal income tax rate and the effective income tax rate for continuing operations (in thousands):

 

     2006     2005     2004  

U.S. federal statutory rate

   $ 2,061     $  2,446     $  1,711  

Foreign tax rate differentials

   (8 )   110     217  

Permanent items

   673     72     34  

State income taxes

   82     —       30  

Other

   (13 )   95     32  

Release in valuation allowance

   (3,965 )   —       —    

Change in valuation allowance

   (2,100 )   (2,366 )   (1,799 )
                  

Income tax (benefit) provision

   $(3,270 )   $     357     $     225  
                  

 

19


The tax benefit during 2006 was a result of the reversal of a valuation allowance on a portion of the Company’s deferred tax assets, mainly comprised of domestic net operating loss carryforwards. At December 31, 2006, the Company believed that based on an evaluation of available evidence, including the recent historical experience of profitability as well as projected operating performance, it is more likely than not that such deferred tax assets will be realized. The effective tax rates during 2006, 2005 and 2004 were also significantly less than the U.S. federal statutory rate primarily as a result of the utilization of domestic net operating loss carryforwards, which have resulted in the adjustment to the corresponding portion of the previously established valuation allowance. During the year ended December 31, 2005, the Company also benefited from the favorable resolution of a matter with tax authorities in the United Kingdom relating to transfer pricing effected in prior years. The reversal of the related tax contingency reserve resulted in a tax benefit of approximately $320,000, and is included in the foreign tax rate differentials.

The Company had federal net operating loss carryforwards of approximately $12,118,000 and $16,222,000 at December 31, 2006 and 2005, respectively. The Company also had tax credit carryforwards of approximately $3,231,000 and $3,405,000 at December 31, 2006 and 2005, respectively. The Company’s tax credit carryforwards as of December 31, 2006 consisted of $2,811,000 of federal and state research tax credits and $420,000 of alternative minimum tax credits and state investment tax credits. These net operating loss carryforwards expire in various amounts through 2023. These tax credit carryforwards expire in various amounts beginning 2007 through 2015.

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 Company’s review of its available evidence supporting the deferred tax asset, the Company continues to provide a valuation allowance for the full amount of deferred tax assets relating to federal and state research tax credits due to the uncertainty of realization. Any subsequently recognized tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2006 would be allocated as follows (in thousands):

 

Reported in the statement of operations

   $2,811

Reported in capital in excess of par

   1,553
    
   $4,364
    

Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s 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 Company’s value prior to an ownership change.

The Company has provided for potential amounts due in various foreign tax jurisdictions. Judgment is required in determining the Company’s 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 Company’s historical income tax provisions and accruals. Such differences could have a material impact on the Company’s income tax provision and operating results in the period in which such determination is made.

The Company is currently undergoing an audit of its Massachusetts state income tax returns for 2002, 2003 and 2004 by the Massachusetts Department of Revenue. At this time, the Company cannot reasonably estimate an assessment, if any, that would result from this audit. Accordingly, no provision has been made in the financial statements. However, it is possible that provisions may be required in future periods if it becomes probable that an amount could be assessed and that amount can be reasonably estimated.

 

20


9. STOCKHOLDERS’ EQUITY

Preferred Stock

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, 2006, none of the preferred stock was issued and outstanding.

Common Stock

The Company has 30,000,000 authorized shares of Common Stock, $0.0025 par value per share. As of December 31, 2006 and 2005, 15,657,258 and 14,923,894 shares of common stock were issued and outstanding, respectively.

On February 27, 2004, a member of the Company’s 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 Capital Market over the five consecutive trading days ending February 26, 2004.

Treasury Stock

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 Company’s 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 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.

 

21


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 Company’s 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.

Stock Option Plans

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 year periods. There are generally no performance conditions attached to employee awards, other than continued employment by the Company. Awards have a contractual life of 7 years.

On December 1, 2006, the stockholders approved the 2006 Equity Incentive Plan (the “2006 Plan”) previously adopted by the Board of Directors. Under the 2006 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 2006 Plan. As of December 31, 2006, there were 1,000,000 shares available for grant under the 2006 Plan.

 

22


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. On June 9, 2005, the stockholders approved an amendment to the Company’s 2004 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 1,000,000 to 2,000,000 shares of common stock. As of December 31, 2006, there were no shares available for grant under the 2004 Plan.

In the fourth quarter of 2005, the Company entered into a Severance Agreement with an executive of the Company. Pursuant to this agreement, the Company recorded $155,000 in stock-based compensation related to modifications to stock awards.

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 Company’s 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. 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 director’s 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. During 2006, 2005 and 2004, there were 8,342, 11,976 and 17,094 shares issued under the 2003 Director Plan, respectively. Issuances of these shares resulted in stock-based compensation expense of $75,000, $60,000 and $60,000 during 2006, 2005 and 2004, respectively. As of December 31, 2006, there were 83,030 shares available for grant under the 2003 Director Plan.

 

23


Information with respect to activity under the various stock option plans is as shown below:

 

     Options Outstanding
     Number    

Weighted
Average

Exercise
Price

Balance at January 1, 2004

   3,691,040     $3.44

Options granted

   1,125,500     $4.08

Options exercised

   (617,915 )   $2.64

Options cancelled

   (712,510 )   $7.50
        

Balance at December 31, 2004

   3,486,115     $2.96
        

Options granted

   738,000     $5.35

Options exercised

   (513,378 )   $2.59

Options cancelled

   (242,925 )   $3.96
        

Balance at December 31, 2005

   3,467,812     $3.46
        

Options granted

   1,058,000     $6.94

Options exercised

   (320,091 )   $2.90

Options cancelled

   (207,930 )   $6.01
        

Balance at December 31, 2006

   3,997,791     $4.29
        

Information regarding options outstanding and exercisable as December 31, 2006, under the various stock plans is as follows:

 

     Options Outstanding    Options Exercisable

Range of Exercise Prices

  

Number

Outstanding

  

Weighted
Average

Remaining

Contractual
Life

  

Weighted
Average

Exercise
Prices

  

Number

Exercisable

  

Weighted
Average

Exercise
Prices

$    .63-$    .94

   625    1.76    $  0.63    625    $  0.63

$    .95-$  1.42

   275,608    2.03    $  1.33    275,608    $  1.33

$  1.43-$  2.14

   1,129,801    3.08    $  1.79    1,050,693    $  1.80

$  2.15-$  3.22

   59,438    0.99    $  2.44    58,938    $  2.44

$  3.23-$  4.84

   862,492    4.15    $  4.21    528,746    $  4.18

$  4.85-$  7.27

   1,136,377    5.41    $  5.61    324,984    $  5.44

$  7.28-$10.92

   494,750    6.24    $  8.19    43,437    $  7.75

$10.93-$16.40

   32,700    0.02    $13.73    32,700    $13.73

$16.41-$18.06

   6,000    0.01    $18.06    6,000    $18.06
                  
   3,997,791    4.23    $  4.29    2,321,731    $  3.13
                  

The weighted average remaining contractual term and the aggregate intrinsic value for options outstanding at December 31, 2006 were 4.2 years and $28.3 million, respectively. The weighted average remaining contractual term and the aggregate intrinsic value for options exercisable at December 31, 2006 were 3.3 years and $19.2 million, respectively. The intrinsic value of options exercised was approximately $1,633,000, $2,351,000 and $1,131,000 during the years ended December 31, 2006, 2005 and 2004, respectively.

At December 31, 2006, 5,080,821 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, 2005 and 2004, there were 1,901,315 and 1,341,237 exercisable options, respectively, with weighted average exercise prices of $2.88 and $3.14, respectively.

The weighted average grant date fair values for options granted were $3.50, $3.51 and $2.55, in 2006, 2005 and 2004, respectively.

Shares issued upon the exercise of stock options under the Company’s stock option and employee stock purchase plans are normally from authorized but unissued shares of the Company’s Common Stock.

 

24


Employee Stock Purchase Plan

On February 26, 2001, the Board of Directors adopted, and on May 4, 2001, the stockholders approved the Company’s 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 2006, 2005 and 2004, there were 74,679, 107,956 and 134,358 shares issued under the 2001 Plan, respectively. At December 31, 2006, 309,092 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. None of such individuals are currently executive officers of the Company. 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, 2005 and 2004, there were no amounts reflected on the Company’s 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. The repayment in 2005 was accounted for as an option exercise in accordance with the provisions of EITF 95-16, “Accounting for Stock Compensation Arrangements with Employer Loan Features under APB Opinion No. 25” and has been recorded in additional paid-in capital. As of December 31, 2005, there were no amounts outstanding for any of the executive loans.

10. EMPLOYEE BENEFIT PLAN

The Company has a defined contribution 401(k) plan (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 Company’s matching contribution to the Plan was $183,000, $145,000 and $117,000 for the years ended December 31, 2006, 2005 and 2004, respectively.

 

25


11. MAJOR CUSTOMER AND GEOGRAPHIC SEGMENT INFORMATION

The Company and its subsidiaries are principally engaged in the design, development, marketing and support of the Company’s business performance management and business intelligence software products (See Note 1). The Company generates substantially all of its revenues from the licensing of the Company’s software products and related professional services and maintenance services. Financial information provided to the Company’s 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 region’s financial performance. The Company had only one operating segment at December 31, 2006, 2005 and 2004.

A summary of the Company’s operations by geographic locations for the years ended December 31, 2006, 2005 and 2004 is as follows (in thousands):

 

     2006    2005    2004

Revenue from continuing operations United States

   $ 19,890    $ 13,190    $ 10,764

Europe

     25,169      16,858      15,334

Pacific Rim

     7,114      6,930      4,817
                    

Total revenue from continuing operations

   $ 52,173    $ 36,978    $ 30,915
                    

A summary of the Company’s long lived assets by geographic locations as of December 31, 2006 and 2005 is as follows (in thousands):

 

     At December 31, 2006
     Total    United
States
   Europe    Pacific
Rim

Property and equipment, net

   $1,313    $1,021    $232    $  60

Other assets

   684    33    651    —  

 

     At December 31, 2005
     Total    United
States
   Europe    Pacific
Rim

Property and equipment, net

   $953    $835    $  95    $  23

Other assets

   712    79    633    —  

12. SALE OF SUBSIDIARY

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.

13. NET GAIN FROM SALE OF CRM ASSETS

During 2004, the Company reversed an accrual related to the sale of its customer relationship management software solutions (“CRM Assets”) as all remaining transaction costs and post-closing adjustments had been recorded. This reversal resulted in an increase of approximately $261,000 to the net gain from the sale of the CRM Assets. The Company does not anticipate any further adjustments relating to the sale of the CRM Assets.

14. RESTRUCTURING EXPENSES

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 for 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 Company’s 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 Company’s 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. The Company expects to make payments relating to this restructuring until the lease expires in March 2010.

 

26


Activity related to the restructuring of the UK office lease was as were as follows:

 

    

Facility

Exit
Costs

 

Balance at January 1, 2004

   $       —    

Restructuring

   604,000  

Adjustment

   —    

Payments and write-offs

   (231,000 )

Foreign currency translation adjustments

   —    
      

Balance at December 31, 2004

   373,000  

Payments and write-offs

   (133,000 )

Foreign currency translation adjustments

   (10,000 )
      

Balance at December 31, 2005

   230,000  

Payments and write-offs

   (47,000 )

Foreign currency translation adjustments

   29,000  
      

Balance at December 31, 2006

   $212,000  
      

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 for or benefit from certain space pertaining to its Westborough headquarters’ office lease. 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.

15. DISCONTINUED OPERATIONS

On March 31, 2001, the Company completed the sale of the VistaSource business, including all of its domestic and foreign operations. The Company’s results of operations for the years ended December 31, 2006, 2005 and 2004 included costs of $99,000, $100,000 and $106,000, respectively. These costs primarily relate to legal and accounting costs associated with the dissolution of the VistaSource business in Europe.

16. RELATED PARTY TRANSACTIONS

In September 2006, the Company licensed its product to a customer whose chief financial officer at the time serves on the Company’s Board of Directors. The amount paid by this customer was approximately $50,000, which also included one year of maintenance.

In connection with the Temtec acquisition, the Company assumed a lease obligation for certain of its office space located in the Netherlands, which is owned by two current employees. The rent expense relating to this office space is approximately $33,000 annually through the remaining term of the lease, May 1, 2010.

On February 27, 2004, a member of the Company’s 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 Capital Market over the five consecutive trading days ending February 26, 2004.

 

27


17. COMMITMENTS AND CONTINGENCIES

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, that the Company believes could result in a material adverse impact on its consolidated results of operations or financial condition.

On January 4, 2006, the Company reached a settlement with the Securities and Exchange Commission concerning the SEC’s investigation, which commenced in 2003, relating to the restatement of the Company’s financial statements for fiscal years 2001 and 2002. The settlement does not require the Company to pay a monetary penalty. As part of the settlement, the Company has consented to a cease and desist order requiring future compliance with Federal securities laws and regulations, and retained a consultant to assist the Company in reviewing its compliance procedures.

In connection with this investigation, the Company is subject to indemnification obligations to certain former executives in accordance with the Company’s Articles of Organization. Since the Company is unable to estimate the future indemnification obligations, expenses related to these obligations are recorded as they become known. Under these indemnification agreements, the Company incurred legal expenses of $250,000, $16,000 and $386,000 during the years ended December 31, 2006, 2005 and 2004, respectively. The Company had obligations of approximately $0 and $1,000 recorded in accrued liabilities as of December 31, 2006 and 2005, respectively. If it is ultimately determined that such executives do not satisfy the criteria for indemnification set forth in the Company’s Articles of Organization, such executives would be obligated to repay the Company any amounts advanced by the Company to cover legal fees or other expenses of defending such investigation.

The Company is currently undergoing an unclaimed abandoned property (“UAP”) audit by the Commonwealth of Massachusetts. During 2004, the Company recorded a provision of 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.

Indemnifications

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 Company’s 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.

 

28


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 Company’s 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.

Commitments

As of December 31, 2006, the Company had future cash commitments for the payments pertaining to its world-wide obligations under its non-cancelable operating leases. The Company’s future minimum lease payments for its operating lease payments for its office facilities and certain equipment are:

 

     (In thousands)

2007

   $1,341

2008

   1,246

2009

   1,191

2010

   763

2011

   54
    

Total minimum lease payments

   $4,595
    

The Company incurred $1,348,000, $1,237,000 and $1,338,000 in rent expense for the years ended December 31, 2006, 2005 and 2004, respectively. Rent collected from the UK sublease and not included in restructuring charge was $240,000, $165,000, and $29,000 in 2006, 2005 and 2004, respectively. The total future sublease rental income to be received under the existing UK sublease agreement as of December 31, 2006 was approximately $291,000.

 

29

EX-99.2 4 dex992.htm UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF APPLIX, INC. Unaudited consolidated financial statements of Applix, Inc.

Exhibit 99.2

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

APPLIX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts)

 

    

June 30,

2007

   

December 31,

2006

 

Assets

    

Current assets:

    

Cash and cash equivalents

   $33,977     $23,487  

Short-term investments

   4,160     3,723  

Accounts receivable, less allowances for doubtful accounts of $417 and $368, respectively

   12,363     13,582  

Other current assets

   2,001     1,585  

Deferred tax assets, current

   663     619  
            

Total current assets

   53,164     42,996  

Restricted cash

   400     400  

Property and equipment, net

   1,316     1,313  

Intangible assets, net of accumulated amortization of $2,300 and $1,853, respectively

   5,030     5,477  

Goodwill

   13,418     13,341  

Deferred tax assets, long-term

   995     1,876  

Other assets

   727     684  
            

TOTAL ASSETS

   $75,050     $66,087  
            

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $  2,134     $  2,068  

Accrued expenses

   8,447     9,324  

Accrued restructuring expenses, current portion

   52     51  

Current portion of debt

   2,167     2,167  

Deferred revenues

   15,348     11,052  
            

Total current liabilities

   28,148     24,662  

Accrued restructuring expenses, non-current portion

   139     161  

Long-term debt

   2,708     3,792  

Other long-term liabilities

   739     122  
            

Total liabilities

   31,734     28,737  
            

Commitments and contingencies (Note 8)

Stockholders’ equity:

    

Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued and outstanding

   —       —    

Common stock, $0.0025 par value; 50,000,000 and 30,000,000 shares authorized, respectively; 16,006,147 and 15,657,258 shares issued and outstanding, respectively

   40     39  

Additional paid-in capital

   66,382     63,365  

Accumulated deficit

   (21,796 )   (24,604 )

Accumulated other comprehensive loss

   (1,310 )   (1,450 )
            

Total stockholders’ equity

   43,316     37,350  
            

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $75,050     $66,087  
            

See accompanying Notes to Condensed Consolidated Financial Statements.


APPLIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

 

     Three Months Ended
June 30,
   

Six Months Ended

June 30,

 
     2007     2006     2007     2006  

Revenues:

        

Software license

   $  9,424     $  8,192     $16,529     $12,619  

Professional services and maintenance

   8,016     5,128     14,806     9,694  
                        

Total revenues

   17,440     13,320     31,335     22,313  

Cost of revenues:

        

Software license

   120     131     226     175  

Professional services and maintenance

   1,734     1,149     3,244     2,165  

Amortization of an acquired intangible asset

   92     —       185     —    
                        

Total cost of revenues

   1,946     1,280     3,655     2,340  
                        

Gross margin

   15,494     12,040     27,680     19,973  
                        

Operating expenses:

        

Sales and marketing

   7,706     5,707     14,249     10,280  

Product development

   2,446     1,739     4,733     3,307  

General and administrative

   2,081     2,205     4,454     3,929  

Amortization of acquired intangible assets

   100     62     262     125  
                        

Total operating expenses

   12,333     9,713     23,698     17,641  
                        

Operating income

   3,161     2,327     3,982     2,332  

Non-operating income (expense):

        

Interest income

   356     275     660     505  

Interest expense

   (131 )   (40 )   (275 )   (52 )

Other income (expense), net

   208     88     358     (26 )
                        

Income before income taxes

   3,594     2,650     4,725     2,759  

Provision for income taxes

   1,465     323     1,837     335  
                        

Net income

   $  2,129     $  2,327     $  2,888     $  2,424  
                        

Net income per share, basic and diluted:

        

Net income per share, basic

   $0.14     $0.15     $0.19     $0.16  

Net income per share, diluted

   $0.12     $0.14     $0.16     $0.15  

Weighted average number of shares outstanding:

        

Basic

   15,671     15,193     15,609     15,105  

Diluted

   18,335     16,702     18,155     16,581  

See accompanying Notes to Condensed Consolidated Financial Statements.

 

2


APPLIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Six Months Ended
June 30,
 
     2007     2006  
     (in thousands)  

Cash flows from operating activities:

    

Net income

   $  2,888     $    2,424  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation

   349     239  

Amortization

   447     125  

Provision for doubtful accounts

   42     —    

Stock-based compensation expense

   1,588     1,045  

Deferred income taxes

   1,057     —    

Changes in operating assets and liabilities:

    

Decrease (increase) in accounts receivable

   1,492     (172 )

Increase in prepaids and other assets

   (512 )   (66 )

(Increase) decrease in other assets

   (26 )   131  

Increase in accounts payable

   163     186  

(Decrease) increase in accrued expenses

   (784 )   723  

Decrease in accrued restructuring expenses

   (25 )   (23 )

Increase (decrease) in other liabilities

   618     (58 )

Increase in deferred revenues

   3,889     650  
            

Cash provided by operating activities

   11,186     5,204  
            

Cash flows from investing activities:

    

Acquisition, net of cash acquired

   (89 )   (11,138 )

Property and equipment additions

   (270 )   (348 )

Decrease in restricted cash

   —       100  

Maturities of short-term investments

   5,850     4,530  

Purchases of short-term investments

   (6,287 )   (5,198 )
            

Cash used in investing activities

   (796 )   (12,054 )
            

Cash flows from financing activities:

    

Proceeds from issuance of common stock under stock plans

   1,375     777  

Proceeds from long-term debt, net of issuance costs

   —       6,451  

Principal payments on long-term debt

   (1,084 )   —    
            

Cash provided by financing activities

   291     7,228  
            

Effect of exchange rate changes on cash

   (191 )   349  
            

Increase in cash and cash equivalents

   10,490     727  

Cash and cash equivalents at beginning of period

   23,487     20,740  
            

Cash and cash equivalents at end of period

   $33,977     $  21,467  
            

Supplemental disclosure of cash flow information

    

Cash paid for income taxes

   $    463     $       266  
            

Cash paid for interest

   $    247     $         31  
            

Supplemental disclosure of non-cash financing activity

    

In June 2006, the Company issued 330,252 shares of common stock valued at approximately $2.5 million in connection with the acquisition of Temtec International B.V. (Note 3).

    

See accompanying Notes to Condensed Consolidated Financial Statements.

 

3


APPLIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The Company

Applix, Inc. (the “Company”) is a global provider of Business Analytics software solutions focusing on Business Performance Management (“BPM”) and Business Intelligence (“BI”) applications based on Applix’s TM1 technology. TM1 applications enable continuous strategic planning, management and monitoring of performance across the financial and operational functions within the enterprise. The Company’s products represent one principal business segment.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) including instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring entries) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Use of Estimates

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 the disclosure of contingent assets and liabilities at the date of the financial statements as well as 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 property and equipment and intangible assets, domestic and foreign income tax liabilities, valuation of deferred tax assets, stock-based compensation, the allowance for doubtful accounts, impairment of goodwill and accrued liabilities.

Reclassifications

Certain prior year financial statement items have been reclassified to conform to the current year presentation.

New Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating whether adoption of SFAS 157 will have an impact on its financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is in the process of evaluating the effect of SFAS 159 on its consolidated results of operations and financial position.

 

4


3. Acquisition

During the quarter ended June 30, 2007, the purchase price allocation for Temtec was adjusted for the release of approximately $55,000 in severance accruals after having completed all planned severance actions. The remaining fluctuation of goodwill during the six months ended June 30, 2007 was primarily due to foreign currency translation adjustments.

4. Stock-based Compensation

The Company grants stock options and issues common stock to its employees and directors and also provides employees the right to purchase stock pursuant to stockholder approved stock option and employee stock purchase plans. Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standard No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”). Under the provisions of SFAS 123R, the Company recognizes as compensation expense the fair value of share-based payment awards on a straight-line basis over the requisite service period of the individual award, which generally equals the vesting period. All of the Company’s share-based payment awards are accounted for as equity instruments, as there have been no liability awards granted.

Under the provisions of SFAS 123R, the Company recorded $850,000 and $1,588,000 of stock-based compensation expense in its condensed consolidated statements of income for the three and six months ended June 30, 2007, respectively, which had the effect of reducing net income by $0.05 and $0.09 per diluted share, respectively. The Company recorded $550,000 and $1,045,000 of stock-based compensation expense in its condensed consolidated statements of income for the three and six months ended June 30, 2006, respectively, which had the effect of reducing net income by $0.03 and $0.06 per diluted share, respectively. Stock-based compensation expense was included in the following expense categories (in thousands):

 

     Three Months Ended
June 30,
  

Six Months Ended

June 30,

     2007    2006    2007    2006

Cost of revenues

   $  26    $  19    $     47    $     35

Sales and marketing

   312    201    576    369

Product development

   220    142    414    262

General and administrative

   292    188    551    379
                   

Total

   $850    $550    $1,588    $1,045
                   

There was no income tax benefit recognized in the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2007 and 2006 for stock-based payments. Total unrecognized stock-based compensation expense related to unvested stock options, expected to be recognized over a weighted average period of 1.4 years, amounted to approximately $5,596,000 at June 30, 2007. Total unrecognized stock-based compensation expense will be adjusted for any future changes in estimated forfeitures, if any.

SFAS 123R requires the cash flows resulting from tax benefits relating to stock-based compensation to be classified as cash flows from financing activities. For the three and six months ended June 30, 2007 and 2006, there was no net tax benefit from the exercises of stock options.

Information with respect to stock option activity under the various stock plans is as shown below:

 

     Options Outstanding
     Number    

Weighted

Average

Exercise Price

Options outstanding at January 1, 2007

   3,997,791     $  4.29

Options granted

   549,250     $12.59

Options exercised

   (175,920 )   $  3.62

Options cancelled

   (45,983 )   $12.71
        

Options outstanding at March 31, 2007

   4,325,138     $  5.28
        

Options granted

   15,000     $16.30

Options exercised

   (121,129 )   $  3.82

Options cancelled

   (19,313 )   $  8.96
        

Options outstanding at June 30, 2007

   4,199,696     $  5.35
        

Options exercisable at June 30, 2007

   2,406,330     $  3.22
        

 

5


The weighted average remaining contractual term and the aggregate intrinsic value for options outstanding at June 30, 2007 were 4.3 years and $46.6 million, respectively. The weighted average remaining contractual term and the aggregate intrinsic value for options exercisable at June 30, 2007 were 3.3 years and $31.8 million, respectively. The intrinsic value of options exercised during the three and six months ended June 30, 2007 was approximately $1,355,000 and $2,731,000, respectively.

The Company utilizes the Black-Scholes valuation model for estimating the fair value of the stock-based compensation granted after the adoption of SFAS 123R. The weighted-average fair values of the options granted under the stock option plans and shares subject to purchase under the employee stock purchase plan were $7.87 and $2.58, respectively, for the three months ended June 30, 2007, and $4.11 and $2.11, respectively for the three months ended June 30, 2006, assuming no dividends and using the following assumptions:

 

     Three Months Ended
June 30, 2007
   

Three Months Ended

June 30, 2006

 
    

Stock
Option

Plans

   

Purchase

Plan

   

Stock
Option

Plans

   

Purchase

Plan

 

Expected life (years)

   4.6     .5     4.6     .5  

Expected stock price volatility

   50.9 %   29.2 %   56.4 %   32.5 %

Risk free interest rate

   4.9 %   5.2 %   5.10 %   4.60 %

Expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury rates on the date of grant for a term equivalent to the expected life of the options. The expected life was calculated using the method outlined in SEC Staff Accounting Bulletin Topic 14.D.2, “Expected Term,” as the Company’s historical experience does not provide a reasonable basis for the expected term of the option.

Based on the Company’s historical employee turnover and stock option forfeitures rates, an annualized estimated forfeiture rate of 8.5% has been used in calculating the cost for stock options. Under the true-up provisions of SFAS 123R, additional expense will be recorded if the actual forfeiture rate is lower than estimated, and a recovery of prior expense will be recorded if the actual forfeiture is higher than estimated.

5. Earnings Per Share

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Dilutive net income per share 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 and common stock equivalents outstanding during the period.

 

     Three Months Ended
June 30,
  

Six Months Ended

June 30,

     2007    2006    2007    2006
     (In thousands, except per share data)

Numerator:

           

Net income

   $  2,129    $  2,327    $  2,888    $  2,424
                   

Denominator:

           

Denominator for basic net income per share — Weighted average number of shares outstanding

   15,671    15,193    15,609    15,105

Dilutive effect of assumed exercise of stock options and contingently returnable shares

   2,664    1,509    2,546    1,476
                   

Denominator for diluted net income per share

   18,335    16,702    18,155    16,581
                   

Basic net income per share

   $0.14    $0.15    $0.19    $0.16
                   

Diluted net income per share

   $0.12    $0.14    $0.16    $0.15
                   

Common stock equivalents (stock options) of 1,874,281 and 2,299,743 were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2007 and 2006, respectively, and 1,926,436 and 2,270,261 were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2007 and 2006, respectively, because these options were anti-dilutive for the respective periods. However, these options could be dilutive in the future.

 

6


6. Comprehensive Income

Components of comprehensive income (loss) include net income and certain transactions that have generally been reported in the consolidated statements of stockholders’ equity. Other comprehensive income (loss) includes gains and losses from foreign currency translation adjustments and unrealized gains and losses on short-term investments.

 

     Three Months Ended
June 30,
  

Six Months Ended

June 30,

     2007     2006    2007    2006
     (In thousands)    (In thousands)

Net income

   $2,129     $2,327    $2,888    $2,424
                    

Other comprehensive income (loss) items:

          

Foreign currency translation adjustments

   46     46    140    217

Unrealized (gain) loss on short-term investments

   (1 )   2    —      2
                    

Other comprehensive income

   45     48    140    219
                    

Total comprehensive income

   $2,174     $2,375    $3,028    $2,643
                    

7. Income Taxes

The provision for income taxes represents the Company’s federal and state income tax obligations as well as foreign tax provisions. The Company’s provision for income taxes was $1,465,000 and $1,837,000 for the three and six months ended June 30, 2007, respectively, and $323,000 and $335,000 for the three and six months ended June 30, 2006, respectively. During the three and six months ended June 30, 2006, the Company’s effective tax rate was affected by release of valuation allowance attributed to the realization of federal and state net operating loss carryforwards. The effective tax rate during the three and six months ended June 30, 2007 does not include any such benefits.

The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), on January 1, 2007. The purpose of FIN 48 is to clarify and set forth consistent rules for accounting for uncertain tax positions in accordance with SFAS 109, “Accounting for Income Taxes” by requiring the application of a “more likely than not” threshold for the recognition and derecognition of tax positions. As a result of applying the provisions of FIN 48, the Company recognized an increase of approximately $80,000 in the liability for unrecognized tax benefits, which was recorded as an increase to accumulated deficit as of January 1, 2007. In addition, as a result of applying the provisions of FIN 48, the Company recorded a $1.8 million reduction to deferred tax assets, primarily federal and state research tax credits, as well as a corresponding $1.8 million reduction to the valuation allowance, as of January 1, 2007. The Company’s unrecognized tax benefits totaled approximately $2.3 million at January 1, 2007, of which $527,000 was included in other long-term liabilities and $1.8 million represented fully reserved deferred tax assets, primarily federal and state research tax credits. The Company’s unrecognized tax benefits included $88,000 of estimated interest and penalties at January 1, 2007, and also include approximately $527,000 of tax positions, the disallowance of which would affect the annual effective income tax rate.

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters as a component of provision for income tax expense. During the three and six months ended June 30, 2007, potential interest and penalties associated with uncertain tax positions did not have a material impact of the Company’s financial statements.

The Company files U.S., state and foreign income returns in jurisdictions with varying statutes of limitation. The 1999 through 2006 tax years generally remain subject to examination by federal and most state tax authorities. The 2002 through 2006 tax years generally remain subject to examination by the tax authorities in the Company’s major foreign tax jurisdictions.

8. Commitments and Contingencies

Contingencies

From time to time, the Company is subject to routine litigation and 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, that the Company believes could have a material adverse impact on its consolidated results of operations or financial condition.

 

7


9. Restructuring Expenses

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 for 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 Company’s 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 Company’s 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. The Company expects to make payments relating to this restructuring until the lease expires in March 2010.

The following tables present the activity in the restructuring accrual for the six months ended June 30, 2007 and 2006, respectively. Restructuring charges accrued and unpaid at June 30, 2007, including current and non-current portions of $52,000 and $139,000, respectively, were as follows:

 

    

Facility

Exit Costs

 

Balance at January 1, 2007

   $212,000  

Payments

   (25,000 )

Foreign currency translation adjustments

   4,000  
      

Balance at June 30, 2007

   $191,000  
      

 

    

Facility

Exit Costs

 

Balance at January 1, 2006

   $230,000  

Payments

   (23,000 )

Foreign currency translation adjustments

   17,000  
      

Balance at June 30, 2006

   $224,000  
      

10. Stockholders’ Equity

On June 7, 2007, the stockholders approved an amendment to the Company’s Restated Articles of Organization, as amended, to increase the number of authorized shares of common stock from 30,000,000 shares to 50,000,000 shares.

On June 7, 2007, the stockholders approved an amendment to the Company’s 2003 Director Equity Plan to increase the number of shares of common stock authorized for issuance thereunder from 300,000 to 600,000 shares.

11. Subsequent Events

In July 2007, the Company paid the remaining principal and accrued interest obligations of approximately $4.9 million under its term loan (the “Term Loan”) with Silicon Valley Bank. In connection with the repayment of the Term Loan, the Company wrote-off approximately $34,000 of remaining capitalized debt issuance costs. There were no penalties or fees incurred by the Company for the prepayment of the Term Loan prior to its scheduled maturity date.

In August 2007, the Company received notification from the Massachusetts Department of Revenue that the audit of its Massachusetts state income tax returns for 2002 and 2003 were closed with no assessment to the Company. There are no tax years currently undergoing an audit by the Massachusetts Department of Revenue.

 

8

EX-99.3 5 dex993.htm UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS Unaudited pro forma condensed combined consolidated financial statements

Exhibit 99.3

Unaudited Pro Forma Condensed

Combined Consolidated Financial Statements

As previously reported, on October 25, 2007, Cognos Incorporated (“Cognos”) acquired Applix, Inc. (“Applix”), a publicly listed Massachusetts corporation headquartered in Westborough, Massachusetts, pursuant to an Agreement and Plan of Merger, dated as of September 4, 2007, by and among Cognos, Applix, and Dimension Acquisition Corporation, a Massachusetts corporation and a indirect wholly owned subsidiary of Cognos. The Company funded the merger through its available cash resources.

The following unaudited pro forma condensed combined consolidated balance sheet as of August 31, 2007 and the unaudited pro forma condensed combined consolidated income statements for the six months ended August 31, 2007 and the year ended February 28, 2007 are based on the historical financial statements of Cognos and Applix after giving effect to the merger, effective as of October 25, 2007, as a purchase of Applix by Cognos using the purchase method of accounting, and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined consolidated balance sheet as of August 31, 2007 is presented to give effect to the merger as if it combines the historical balance sheets of Cognos and Applix at August 31, 2007. The unaudited pro forma condensed combined consolidated income statements of Cognos and Applix for the six months ended August 31, 2007 and the year ended February 28, 2007 are presented as if the merger had occurred on March 1, 2006.

Under the purchase method of accounting the total preliminary purchase price as described in Note 2 to these unaudited pro forma condensed combined consolidated financial statements was allocated to the net tangible and intangible assets of Applix acquired in connection with the merger based on their fair values as of the completion of the merger. The estimated fair values are based on management’s best estimates. Management’s estimates and assumptions are subject to change upon the finalization of the valuation and may be adjusted in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. The purchase price allocation is not finalized.

The unaudited pro forma condensed combined consolidated financial statements should be read in conjunction with the historical consolidated financial statements and the accompanying notes of Cognos included in Cognos Incorporated Annual Report on Form 10-K for the year ended February 28, 2007 and quarterly reports filed on Form 10-Q for the three months ended May 31, 2007 and the three and six months ended August 31, 2007 and with the historical consolidated financial statements and the accompanying notes of Applix for the year ended December 31, 2006, a copy of which is attached as Exhibit 99.1 to this Form 8-K/A. The unaudited pro forma condensed combined consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of Cognos that would have been reported had the merger been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of Cognos. The unaudited pro forma condensed combined consolidated financial statements do not reflect any operating efficiencies and cost savings that Cognos may achieve with respect to the combined companies.


Cognos’ fiscal period ends the last day of February, whereas Applix’s fiscal period ends December 31st. Cognos’ fiscal period is used for the presentation of unaudited pro forma combined financial statements in accordance with United States Securities and Exchange Commission Regulation S-X (“Regulation S-X”). As permitted by Regulation S-X, the unaudited combined condensed pro forma statement of operations for the year ended February 28, 2007 has been prepared by combining Cognos’ consolidated statement of income for the fiscal year ended February 28, 2007 with the statement of income of Applix for the year ended December 31, 2006. Similarly, the unaudited combined condensed pro forma statement of operations for the six months ended August 31, 2007 has been prepared by combining Cognos’ unaudited consolidated statement of income for the six months ended August 31, 2007 with the unaudited consolidated statement of income of Applix for the six months ended June 30, 2007, a copy of which is attached as Exhibit 99.2 to this Form 8-K/A. The unaudited combined condensed pro forma balance sheet as at August 31, 2007 has been prepared by combining Cognos’ unaudited consolidated balance sheet as at August 31, 2007 with Applix’s unaudited consolidated balance sheet as at June 30, 2007.


UNAUDITED COMBINED CONDENSED PRO FORMA BALANCE SHEETS OF COGNOS INCORPORATED

as at August 31, 2007

(US$000s, U.S. GAAP)

 

     Cognos
31-Aug-07
   Applix
30-Jun-07
    Pro Forma
Adjustments
        Combined
Pro Forma

Assets

           

Cash and cash equivalents and short term investments

   $439,417    $38,537     $(330,359 )   (a)   $147,595

Accounts receivable

   158,920    12,363     242     (e)   171,525

Fixed assets, net

   79,615    1,316     (306 )   (e)   80,625

Intangible assets, net

   14,362    5,030     67,900     (f)  
        (5,030 )   (e)   82,262

Other assets

   41,202    2,728     (303 )   (e)   43,627

Income taxes receivable and deferred taxes

   31,256    1,658     15,615     (h)   48,529

Goodwill

   226,455    13,418     257,544     (j)  
        (13,418 )   (e)   483,999
                       
   $991,227    $  75,050     $(8,115 )     $1,058,162
                       

Liabilities

           

Accounts payable and accrued charges

   $136,808    $  16,386     $    380     (e)  
        5,943     (c)  
        3,810     (d)   $  163,327

Deferred revenue

   238,473    15,348     (7,836 )   (e)   245,985

Taxes payable and Deferred taxes

   69,100      27,444     (g)   96,544

Stockholders’ Equity

           

Capital stock

   489,518    66,422     5,460     (b)  
        (66,422 )   (i)   494,978

Retained earnings

   50,496    (21,796 )   21,796     (i)   50,496

Accumulated other comprehensive income

   6,832    (1,310 )   1,310     (i)   6,832
                       
   $991,227    $  75,050     $(8,115 )     $1,058,162
                       

The Combined Condensed Pro forma Financial Statements are prepared on the basis set out in the accompanying notes.


UNAUDITED COMBINED CONDENSED PRO FORMA INCOME STATEMENT OF COGNOS INCORPORATED

for the year ended February 28, 2007

(US$000s, U.S. GAAP)

 

    

Cognos

For the Y/E
28-Feb-07

    Applix
For the Y/E
31-Dec-06
    Pro Forma
Adjustments
        Combined
Pro
Forma
 

Revenue

   $  979,264     $52,173     $(7,593 )   (k)   $1,023,844  

Cost of revenue

   (214,480 )   (5,446 )   $(9,020 )   (l)  
       200     (m)   (228,746 )

Operating expenses

   (646,768 )   (41,455 )   (2,788 )   (l)  
       466     (m)   (690,545 )

Interest and other income, net

   24,903     789     (16,630 )   (n)   9,062  

Income tax provision

   (27,222 )   3,270     12,659     (o)   (11,293 )
                          

Net income

   $  115,697     $9,331     $(22,706 )     $  102,322  
                          

Net income per share

          

Basic

   $1.29     $0.61         $1.14  
                      

Diluted

   $1.28     $0.55         $1.13  
                      

Weighted average number of shares (000s)

          

Basic

   89,674     15,348     0       89,674  
                          

Diluted

   90,563     16,986     348       90,911  
                          

The Combined Condensed Pro forma Financial Statements are prepared on the basis set out in the accompanying notes.


UNAUDITED COMBINED CONDENSED PRO FORMA INCOME STATEMENT OF COGNOS INCORPORATED

For the six-month period ended August 31, 2007

(US$000s, U.S. GAAP)

 

    

Cognos

For the 6 months
31-Aug-07

    Applix
For the 6 months
30-Jun-07
    Pro Forma
Adjustments
        Combined
Pro
Forma
 

Revenue

   $  489,021     $  31,335         $  520,356  

Cost of revenue

   (106,652 )   (3,655 )   $(4,510 )   (l)  
       185     (m)   (114,632 )

Operating expenses

   (334,557 )   (23,698 )   (1,394 )   (l)  
       262     (m)   (359,387 )

Interest and other income, net

   14,475     743     (8,315 )   (n)   6,903  

Income tax provision

   (13,356 )   (1,837 )   5,022     (o)   (10,171 )
                          

Net income

   $  48,931     $  2,888     $(8,750 )     $  43,069  
                          

Net income per share

          

Basic

   $0.56     $0.19         $0.49  
                      

Diluted

   $0.55     $0.16         $0.49  
                      

Weighted average number of shares (000s)

          

Basic

   87,527     15,609     0       87,527  
                          

Diluted

   88,180     18,155     348       88,528  
                          

The Combined Condensed Pro forma Financial Statements are prepared on the basis set out in the accompanying notes.


NOTES TO UNAUDITED COMBINED CONDENSED PRO FORMA FINANCIAL STATEMENTS

1. Basis of Pro Forma Presentation

On September 4, 2007, Cognos Incorporated, a Canadian corporation (“Cognos”), Applix, Inc., a Massachusetts corporation (“Applix”) and Dimension Acquisition Corp. (“Dimension”), a Massachusetts corporation and indirect wholly-owned subsidiary of Cognos entered into an Agreement and Plan of Merger, which resulted in Applix merging with and into Dimension on October 25, 2007 in a transaction to be accounted for using the purchase method.

The unaudited combined condensed pro forma statements of income for the periods ended February 28, 2007, and August 31, 2007 give effect to the acquisition as if it occurred March 1, 2006. The unaudited combined condensed pro forma balance sheet as at August 31, 2007 gives effect to the acquisition as if it occurred as at August 31, 2007. Results for Applix include the revenues and expenses of Temtec, which was acquired by Applix in the second quarter of their fiscal 2006, from the acquisition date. Pro Forma results do not adjust for results from Temtec prior to acquisition, and therefore might not be comparable.

The unaudited combined condensed pro forma financial statements have been derived from, and should be read in conjunction with the historical consolidated financial statements, including notes thereto of each of Cognos and Applix. Cognos’ consolidated financial statements are included in Cognos’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC and in Cognos’ 6-K furnished with the SEC. Applix’s consolidated financial statements are included in Applix’s Annual Report on Form 10-K and Quarterly Reports on 10-Q filed with the SEC.

The unaudited combined condensed pro forma financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or operating results that would have been achieved had the acquisition been completed as of the dates indicated above or the results that may be attained in the future.

2. Pro forma adjustments and assumptions

The pro forma adjustments reflected in the unaudited combined condensed pro forma financial statements represent estimated values and amounts based on available information and do not reflect cost savings and synergies that management believes would have resulted had the acquisition been completed as of the dates indicated above. The allocation of the purchase price to the assets acquired and the liabilities assumed is preliminary and has not yet been completed. The actual adjustments that will result from the acquisition may differ materially from the adjustments presented in this Form 8-K/A.

The unaudited combined condensed pro forma balance sheet reflects the acquisition using the purchase method as at August 31, 2007. Subject to the results of operations, and changes in net assets through to October 25, 2007, the preliminary allocation of purchase price is as follows ($000s):

 

Assets acquired:

  

Cash and short term investments

   $  38,550

Accounts receivable

   13,620

Other current assets

   2,805

Fixed assets

   1,027

Intangible assets

   67,900

Deferred tax assets

   17,766

Goodwill

   259,102
    
   400,770

Liabilities assumed:

  

Accounts payable and other liabilities

   22,568

Deferred revenue

   7,116

Deferred tax liability

   29,324
    
   59,008
    

Total purchase price consideration including shares

   $341,762
    


Pro forma adjustments to the balance sheet:

 

a.

To adjust for the cash paid to the selling shareholders of Applix

 

b.

To adjust for the fair value of options assumed by Cognos on the purchase of Applix

 

c.

To adjust for the accrual of estimated direct costs of the acquisition

 

d.

To adjust for the restructuring accrual, including severance and lease termination costs, relating to actions taken by Cognos on assuming control of Applix

 

e.

To adjust book value of Applix assets and liabilities to fair value

 

f.

To adjust for identified intangible assets acquired by Cognos. Balance includes Technology of $45,600 and Customer Relationships of $22,300, with estimated lives of 5 years and 8 years respectively

 

g.

To adjust for deferred tax liability resulting from recognition of identified intangible assets

 

h.

To adjust for estimated deferred tax assets arising from the purchase

 

i.

To eliminate shareholder’s equity of Applix

 

j.

To adjust for excess of purchase price over fair value of assets and liabilities identified – goodwill

Pro forma adjustments to the statements of operations:

 

k.

To adjust for deferred revenue write-down to fair value on acquisition

 

l.

To adjust for amortization on identified intangible assets acquired by Cognos. All intangible assets identified in (f) are subject to amortized on a straight line basis over their useful lives of 5 to 8 years.

 

m.

To adjust for elimination of amortization expense associated with Applix’s intangible assets prior to acquisition by Cognos. Cognos intangible asset amortization is included in adjustment (l)

 

n.

To adjust interest income for cash consideration paid

 

o.

Tax effect of the pro forma adjustments using statutory tax rates

3. Financial Statement Classification

For pro forma purposes, certain of Applix’s balances have been reclassified in order to conform to our financial statement presentation. This reclassification was necessary to facilitate the pro forma combination of our financial information with Applix’s.

4. Pro Forma Earnings Per Share

The weighted average number of shares used to calculate the pro forma diluted earnings per share has been adjusted for the options assumed on acquisition. The dilutive impact of the options that were “in-the-money” have an immaterial impact on the pro forma earnings per share calculation.

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