EX-99.2 4 b62160aiexv99w2.htm EX-99.2 UNAUDITED STATEMENTS OF OPERATIONS OF APPLIX, INC. exv99w2
 

Exhibit 99.2
Unaudited Pro Forma Condensed Combined Statements of Operations
The following unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2006 and for the year ended December 31, 2005 are based on the historical financial statements of Applix, Inc. (“Applix”) and Temtec International B.V. (“Temtec”) and give effect to the acquisition of 100% of the outstanding common stock of Temtec by Applix on June 15, 2006 as a purchase acquisition, given the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2006 and for the year ended December 31, 2005 are presented to give effect to the acquisition of 100% of the outstanding common stock of Temtec as if it occurred on January 1, 2005. An unaudited pro forma balance sheet has not been provided, as the impact of the acquisition of Temtec is recorded in the condensed consolidated balance sheet of Applix included in the quarterly report on Form 10-Q for the quarter ended June 30, 2006.
The unaudited pro forma condensed combined statements of operations is presented for illustrative purposes only and is not intended to represent or be indicative of the consolidated results of operations of Applix that would have been reported had the acquisition been consummated as of the dates presented, and should not be taken as representative of future operating results of Applix. The pro forma adjustments are based upon available information and assumptions that Applix believes are reasonable under the circumstances. The euro-denominated condensed consolidated statements of operations for Temtec have been translated into U.S. dollars using the weighted average exchange rates of $1.23 and $1.24 for the six months ended June 30, 2006 and the year ended December 31, 2005, respectively.
Certain pro forma adjustments made to the unaudited pro forma condensed combined statements of operations has been prepared based on preliminary estimates of the fair values of assets acquired from Temtec. The impact of ongoing integration activities and adjustments to fair value of acquired net tangible and intangible assets of Temtec could cause material differences in the information presented.
The unaudited pro forma condensed combined statements of operations should be read in conjunction with the historical consolidated financial statements of Temtec included in this Current Report on Form 8-K/A and the condensed consolidated financial statements of Applix included in our Quarterly Report on Form 10-Q for the period ended June 30, 2006.

 


 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2006
(In thousands, except per share amounts)
                                 
    Historical     Historical     Pro Forma     Pro Forma  
    Applix     Temtec     Adjustments     Combined  
            (A)                  
Revenues:
                               
Software license
  $ 12,619     $ 1,095     $       $ 13,714  
Professional services and maintenance
    9,694       1,473               11,167  
 
                       
Total revenues
    22,313       2,568               24,881  
 
                       
Cost of revenues
    2,340       446               2,786  
 
                       
Gross margin
    19,973       2,122               22,095  
 
                       
Operating expenses:
                               
Sales and marketing
    10,280       1,368               11,648  
Product development
    3,307       337               3,644  
General and administrative
    3,929       515               4,444  
Amortization of acquired intangible assets
    125               384   (B)     509  
 
                       
Total operating expenses
    17,641       2,220       384       20,245  
 
                       
Operating income (loss)
    2,332       (98 )     (384 )     1,850  
Non-operating income (expense):
                               
Interest and other income (expense), net
    475       (20 )     (274 ) (C)     181  
 
                       
Income (loss) before taxes
    2,807       (118 )     (658 )     2,031  
Income tax provision (benefit)
    335       8       (207 ) (D)     136  
 
                       
Income (loss) from continuing operations
  $ 2,472     $ (126 )   $ (451 )   $ 1,895  
 
                       
Income (loss) from continuing operations per share, basic and diluted:
                               
Continuing operations, basic
  $ 0.16                     $ 0.12  
Continuing operations, diluted
  $ 0.15                     $ 0.11  
Weighted average number of shares outstanding:
                               
Basic
    15,105               303 (E)     15,408  
Diluted
    16,581               303 (E)     16,884  
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2005
(In thousands, except per share amounts)
                                 
    Historical     Historical     Pro Forma     Pro Forma  
    Applix     Temtec     Adjustments     Combined  
            (F)                  
Revenues:
                               
Software license
  $ 19,488     $ 2,877     $       $ 22,365  
Professional services and maintenance
    17,490       3,080               20,570  
 
                       
Total revenues
    36,978       5,957               42,935  
 
                       
Cost of revenues
    4,005       1,187               5,192  
 
                       
Gross margin
    32,973       4,770               37,743  
 
                       
Operating expenses:
                               
Sales and marketing
    15,337       3,947               19,284  
Product development
    5,269       607               5,876  
General and administrative
    5,095       1,066               6,161  
Amortization of acquired intangible assets
    250               768   (G)     1,018  
 
                       
Total operating expenses
    25,951       5,620       768       32,339  
 
                       
Operating income (loss)
    7,022       (850 )     (768 )     5,404  
Non-operating income (expenses):
                               
Interest and other income (expense), net
    173       (59 )     (452 ) (H)     (338 )
 
                       
Income (loss) before taxes
    7,195       (909 )     (1,220 )     5,066  
Income tax provision (benefit)
    357       (46 )     (384 ) (I)     (73 )
 
                       
Income (loss) from continuing operations
  $ 6,838     $ (863 )   $ (836 )   $ 5,139  
 
                       
Income (loss) from continuing operations per share, basic and diluted:
                               
Continuing operations, basic
  $ 0.47                     $ 0.34  
Continuing operations, diluted
  $ 0.42                     $ 0.31  
Weighted average number of shares outstanding:
                               
Basic
    14,669               330 (J)     14,999  
Diluted
    16,451               330 (J)     16,781  
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

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APPLIX, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1: Basis of Presentation and Purchase Price Allocation
     The purchase price of Applix’s acquisition of certain assets and the assumption of certain liabilities of Temtec were allocated based on the preliminary estimate of the fair value of the assets and liabilities of Temtec as of the date of acquisition. The fair value of Applix common stock issued in connection with the acquisition of Temtec was estimated at $7.57 per share. Estimated direct expenses related to the acquisition of Temtec of approximately $1.3 million for professional fees and other direct expenses were recorded on the date of acquisition and have been included in the allocation of the purchase price.
     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 Company to the former stockholders of Temtec. 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 preliminary purchase price as of the closing date is shown below (in thousands, except share amounts):
         
Cash
  $ 11,455  
Common stock (330,252 shares at $7.57 per share)
    2,500  
Direct acquisition costs
    1,273  
 
     
Total purchase price
  $ 15,228  
 
     
     The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over those assigned values was recorded as goodwill. 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 independent valuations that utilized established valuation techniques. Goodwill recorded as a result of this acquisition is not deductible for tax purposes.
     The total preliminary purchase price as of the closing date has been allocated as follows (in thousands):
                 
Cash and equivalents
          $ 317  
Accounts receivable, net
            1,440  
Prepaid expenses and other current assets
            243  
Property and equipment
            175  
Accounts payable
            (536 )
Accrued expenses
            (516 )
Deferred revenue
            (1,196 )
Assumed Temtec payroll-related liability
            (545 )
Accrued severance liability
            (434 )

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Deferred tax liabilities
            (1,836 )
Amortizable intangible assets:
               
Existing technology
    1,850          
Customer relationships
    3,980          
 
             
Total amortizable intangible assets
            5,830  
Goodwill
            12,286  
 
             
Total purchase price allocation
          $ 15,228  
 
             
     In connection with the purchase price allocation, the Company estimated the fair value of the service obligations of the acquired maintenance contracts of Temtec, which resulted in an adjustment to reduce the deferred revenue balance assumed in purchase accounting.
     The purchase price and related allocation are 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 preliminary estimates of fair values made at the date of purchase, based upon final appraisals.
     Intangible assets include amounts recognized for the fair value of existing technology and customer relationships. The intangible asset relating to acquired existing technology will be amortized over its estimated useful life of 5 years. The intangible asset relating to acquired customer relationships will be amortized over its estimated useful life of 10 years.
Note 2: Pro Forma Adjustments
The unaudited pro forma condensed combined statements of operations include the adjustments necessary to give effect to the acquisition as if it had occurred on January 1, 2005. The unaudited pro forma condensed combined statements of operations reflect the allocation of the acquisition cost to the fair value of tangible and intangible assets acquired and liabilities assumed as described in Note 1. There were no intercompany balances between Applix and Temtec. No pro forma adjustments were required to conform Temtec’s accounting policies to Applix’s accounting policies.
The pro forma adjustments to the statements of operations are as follows:
(A) The euro-denominated condensed consolidated statement of operations for Temtec has been translated into U.S. dollars using the weighted average exchange rate of $1.23 for the six months ended June 30, 2006.
(B) Adjustment to record six months of amortization expense of acquired intangibles of $384,000. The pro forma adjustment includes an estimate for amortization of identifiable intangible assets with finite lives that would have been recorded during the six months ended June 30, 2006 covered by the pro forma condensed combined statements of operations relating to the acquisition of Temtec. The identifiable intangible assets are being amortized over periods ranging from 5 to 10 years.
(C) Adjustment to record six months of interest expense of $274,000 relating to the $6.5 million term loan which bears interest at prime plus 0.75%. The pro forma adjustments include an estimate of interest expense based on the historical prime rates plus 0.75% that would have been recorded during the six months ended June 30, 2006 covered by the pro forma condensed combined statements of operations relating to the $6.5 million term loan used to partially finance the acquisition of Temtec.

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(D) Adjustment to record income tax impact of pro forma adjustments for the six months ended June 30, 2006 using the estimated Netherlands statutory rate of 31.5%. Actual effective tax rates may differ from pro forma rates reflected in this unaudited pro forma condensed combined financial information.
(E) Adjustment to reflect the dilutive effect of the shares of common stock issued in connection with the acquisition that would have increased the weighted average shares outstanding for the six months ended June 30, 2006 covered by the pro forma condensed combined statements of operations. The weighted average shares outstanding for historical Applix reflects approximately 27,000 shares of common stock issued in connection with the acquisition of Temtec for the six months ended June 30, 2006 based on the acquisition date of June 15, 2006.
(F) The euro-denominated condensed consolidated statement of operations for Temtec has been translated into U.S. dollars using the weighted average exchange rate of $1.24 for the year ended December 31, 2005.
(G) Adjustment to record twelve months of amortization expense of acquired intangibles of $768,000. The pro forma adjustment includes an estimate for amortization of identifiable intangible assets with finite lives that would have been recorded during the year ended December 31, 2005 covered by the pro forma condensed combined statements of operations relating to the acquisition of Temtec. The identifiable intangible assets are being amortized over periods ranging from 5 to 10 years.
(H) Adjustment to record twelve months of interest expense of $452,000 relating to the $6.5 million term loan which bears interest at prime plus 0.75%. The pro forma adjustment includes an estimate of interest expense based on the historical prime rates plus 0.75% that would have been recorded during the year ended December 31, 2005 covered by the pro forma condensed combined statements of operations relating to the $6.5 million term loan used to partially finance the acquisition of Temtec.
(I) Adjustment to record income tax impact of pro forma adjustments for the year ended December 31, 2005 using the estimated Netherlands statutory rate of 31.5%. Actual effective tax rates may differ from pro forma rates reflected in this unaudited pro forma condensed combined financial information.
(J) Adjustment to reflect the dilutive effect of the shares of common stock issued in connection with the acquisition that would have increased the weighted average shares outstanding for the year ended December 31, 2005 covered by the pro forma condensed combined statements of operations.

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