10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2005
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from        to

Commission File No. 0-25040

Applix, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	04-2781676
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
289 Turnpike Road, Westborough, Massachusetts (Address of principal executive offices)	01581-2831 (Zip Code)

Registrant’s telephone number, including area code:

(508) 870-0300

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0025 par value

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes o          No þ

      Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  o          No þ

      Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o          Accelerated filer  o            Non-accelerated filer þ

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes o          No þ

      The aggregate market value of Common Stock held by non-affiliates of the registrant was $58,773,027 based on the closing price of the Common Stock on the NASDAQ Capital Market on June 30, 2005.

      On March 1, 2006, the Registrant had 15,062,651 outstanding shares of common stock.

Documents Incorporated By Reference

Document Part	Form 10-K
Portions of the Registrant’s Definitive Proxy Statement for the Annual Stockholders Meeting to be held on June 8, 2006 to be filed with the United States Securities and Exchange Commission	Part III

APPLIX, INC.

FORM 10-K

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business		3
Item 1A	Risk Factors		8
Item 1B.	Unresolved Staff Comments		11
Item 2.	Properties		11
Item 3.	Legal Proceedings		12
Item 4.	Submission of Matters to a Vote of Security Holders		12
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		14
Item 6.	Selected Financial Data		15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		26
Item 8.	Financial Statements and Supplementary Data		27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures		27
Item 9A.	Controls and Procedures		27
Item 9B.	Other Information		28
PART III
Item 10.	Directors and Executive Officers of the Registrant		28
Item 11.	Executive Compensation		28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		28
Item 13.	Certain Relationships and Related Transactions		28
Item 14.	Principal Accounting Fees and Services		29
PART IV
Item 15.	Exhibits and Financial Statement Schedules		29
Signatures			32
Exhibit Index			61
EX-10.17 APPLIX, INC. 2003 DIRECTOR EQUITY PLAN, AS AMENDED
EX-10.24 SUMMARY OF COMPENSATION POLICY FOR DIRECTORS OF APPLIX, INC.
EX-21.1 SUBSIDIARIES OF THE REGISTRANT
EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP
EX-31.1 SECTION 302 CERTIFICATION OF THE C.E.O.
EX-31.2 SECTION 302 CERTIFICATION OF THE C.F.O.
EX-32.1 SECTION 906 CERTIFICATION OF THE C.E.O.
EX-32.2 SECTION 906 CERTIFICATION OF THE C.F.O.

      Applix and TM1 are registered trademarks of Applix, Inc. TM1 Integra, TM1 Financial Reporting, TM1 Consolidations, TM1 Planning Manager and TM1 Web are trademarks of Applix, Inc. All other trademarks and company names mentioned are the property of their respective owners. All rights reserved.

      Certain information contained in this Annual Report on Form 10-K is forward-looking in nature. All statements included in this Annual Report on Form 10-K or made by management of Applix, Inc. (“Applix” or the “Company”) and its subsidiaries, other than statements of historical facts, are forward-looking statements. Examples of forward-looking statements include statements regarding Applix’s future financial results, operations, business strategies, projected costs, products, competitive positions and plans and objectives of management for future operations. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “would”, “expect”, “plan”, “anticipates”, “intend”, “believes”, “estimates”, “predicts”, “potential”, “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements necessarily involve risks and uncertainties. Actual results could differ materially from those indicated by such forward-looking statements as a result of important factors, including those discussed in the section below entitled “Risk Factors”. Applix does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances and the forward-looking statements in this document should not be relied upon as representing the Company’s views as of any date subsequent to the date of this document.

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PART I

Item 1. Business

General

      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. More than 2,200 customers worldwide, including many Fortune 100 companies, use Applix’s adaptable, scalable and real-time solutions to manage their business performance and respond to business challenges in real-time. Incorporated in 1983 and headquartered in Westborough, Massachusetts (“MA”), Applix maintains offices in North America, the United Kingdom, Germany and Australia.

      In 2005, Applix was recognized by a variety of industry groups and publications for its leading-edge technologies, including:

•  Applix improved significantly its positions on Gartner Inc.’s Magic Quadrant for Corporate Performance Management Suites, 2005 and Gartner’s Magic Quadrant for Business Intelligence platforms based upon its ability to execute and completeness of vision.

•  In BPM Partners Third Annual BPM Pulse Survey, Applix customers reported the highest level of customer satisfaction of any of the leading BPM solutions, including solutions from all the major competitors in the BPM market segment.

•  The OLAP Survey 5 reported that customers of Applix’s TM1 experience high levels of user satisfaction, reflecting the technology’s ease of use and flexibility. Respondents ranked TM1 highest in overall business benefits achieved as well as six other measures, including query time, speed of deployment, data load/precalculation and the fewest number of technical problems. Additionally, TM1 was ranked among the top three in seven other measures.

•  Applix TM1 customer, GTC Biotherapeutics, received Start Magazine’s 2005 Technology & Business Award for their efforts in using TM1.

      Applix maintains a website with the address www.applix.com. Applix is not including the information contained on its website as part of, or incorporating it by reference into, this Annual Report on Form 10-K. Applix makes available free of charge through its website its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to the reports, as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the Securities and Exchange Commission.

Industry Background

      The economy of recent years has forced companies to adopt rigorous methods for assessing the impact that any future investments would have on their business. With reduced resources, many enterprises are pressed to make difficult decisions as to where to increase and decrease spending in their businesses. Many companies are focused on incremental investments in IT projects and reductions in plans for cutting-edge technologies and large infrastructure initiatives. However, analysts predict that the BI and BPM markets will be growth markets in 2006 and beyond.

      The BI market is a large and well-established market focused on leveraging the data collected in operational systems throughout an organization. BI is associated with the data warehousing market and involves the analysis of large amounts of historical data. The historical data is aggregated before it is analyzed and this aggregation process frequently requires several hours or days before any analyses can be performed. Often, the analyses are performed by a few highly trained individuals within an organization.

      The BPM market is an emerging market that extends the capabilities of BI solutions. BPM solutions tend to focus on proactive, rather than reactive, historical analyses, and they rely on recently updated or real-time

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data feeds. BPM solutions also tend to involve data from across an organization and involve more diverse groups of users than do BI solutions.

      Factors driving the growth in the need for BI and BPM solutions include increasingly fierce business competition, the need for financial transparency across the enterprise, the rapid explosion of data, and more decentralized decision-making. In terms of new license revenue, Gartner projects the BI software market will grow from $2.5 billion in 2006 to $3 billion in 2009, a compound annual growth rate (“CAGR”) of 7.4%. In comparison, Gartner projects the BPM software market will see a 10% CAGR, growing from $593 million in 2004 to just under $1 billion in 2009.

      These strong projected growth rates validate Applix’s conviction that in today’s competitive corporate marketplace, companies can no longer succeed solely by automating their day-to-day transactions. Companies must also incorporate analytic processes into their daily operations to monitor and react to key business performance metrics such as customer retention and product profitability.

      Applix TM1 has over 20 years of success in the BI market. Applix is also well positioned to deliver BPM solutions, as evidenced by the growing number of customers who have selected Applix software solutions to maximize business performance. In 2005, more than 200 new customers selected Applix BI and BPM products, and revenues for those products increased by 20% over 2004.

Applix Products

      The Applix product family helps customers automate, analyze and optimize their operational and analytical business processes throughout their extended enterprises. The Applix product family consists of Applix TM1 and related BPM modules. The Applix family of products enables solutions including:

•  interactive planning, budgeting, forecasting and reporting applications;

•  sales, marketing, supply chain and manufacturing and other analyses;

•  human resource planning applications; and

•  dashboarding, scorecarding and key performance indicators (KPIs).

      In June 2005, Applix introduced TM1 Financial Reporting, a module that quickly and easily builds key reporting structures, data import routines and financial reports based on information from the customer’s general ledger. Shortly thereafter, in August 2005, Applix released TM1 Consolidations, a module used to comply with statutory reporting requirements including adjusting journal entries, intercompany eliminations and currency conversion. Finally, at the end of 2005, Applix released Version 9.0 of TM1 based on Microsoft’s .NET architecture. The new features in TM1 9.0 deliver enterprise-class performance for simultaneous use by hundreds of financial analysts, line-of-business managers and senior executives for Web-based business performance management activities and reporting.

      With solutions based on the TM1 application, Applix’s customers have increased their business performance in numerous ways, such as achieving their business goals within 6 months of implementation on the average, freeing up personnel to concentrate on strategic planning rather than on data gathering, reducing customer defections, improving customer satisfaction, shortening the business cycles from days to minutes, and rapidly managing mergers and acquisitions. Applix’s global network of partners delivers packaged and custom applications based on the TM1 platform for specific vertical markets such as pharmaceuticals and banking, or for a specific function such as supply chain analytics or financial consolidation and reporting.

Applix TM1

      Applix’s leading product, Applix TM1, an application used for planning, reporting and analysis, helps customers improve business performance by enabling effective, real-time decision making at all organization levels. Applix TM1 provides consistent reporting and analysis of data captured from across the extended enterprise.

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      Applix TM1 allows business users to access their critical data via Microsoft Excel, its enterprise-wide Web interface and other third-party products, such as Microsoft Reporting Services. With its powerful client-server database engine and an elegant, easy-to-use interface, users are able to spend more time analyzing information and less time maintaining data.

      The Applix TM1 application is easily configurable and deploys rapidly with minimal IT investment. Applix TM1’s low total cost of ownership enables business users to quickly achieve their goals, whether they build applications themselves or work with one of Applix’s many solution partners.

      Applix TM1’s real-time approach to consolidating, viewing and even editing large volumes of multidimensional data is an undisputable differentiator in the BPM and BI markets. Applix TM1 has been one of the leading multi-dimensional analytics tools for highly complex business and financial analytical applications for over twenty years.

      The Applix TM1 application, including TM1 Web and TM1 Planning Manager, expand the scope of business planning processes to support continuously changing customer demands and operational requirements. The Applix TM1 platform and modules also enable the quick and effortless integration of information from enterprise resource planning (“ERP”), financial systems, customer relationship management (“CRM”), human resources, and other “legacy” databases.

      Applix TM1 is available on Windows and Unix platforms. However, the majority of customers utilize Applix TM1 on Windows platforms. As a result, Applix is constantly working with Microsoft to enhance and expand its support on the Windows platform.

      Applix TM1 provides the following benefits:

•  Familiar spreadsheet interface: Users access Applix TM1 features and capabilities directly from the familiar environment of Microsoft Excel.

•  Instant response times: Because of Applix TM1’s ability to quickly load vast data sets into memory, it is superior to other products that force the customer to pre-calculate and re-calculate consolidations and derived values before anyone can view the data.

•  Real-time multi-user read/write and what-if analyses: Because of Applix TM1’s memory-based approach, users can instantly view the results of any updates and what-if analyses they perform.

•  Rapid deployment: Applix TM1 typically builds complete applications for customers in a fraction of the time required by competing products.

•  Scalability: Applix TM1’s 64-bit capability, combined with its ability to support multiple servers, multiple cubes, multi-threaded processing and multi-user data updating, make it a logical choice for large-scale operations.

•  Efficient use of system resources: Because Applix TM1 never resorts to pre-calculating data, it requires much less hardware and processing power than other products, which suffer from a common “data explosion” predicament.

•  Dynamic business workflow: This enables a business to map its processes with Applix TM1’s workflow capabilities. Easy-to-use “wizards” help ensure compliance with organizational and regulatory processes.

•  Complex business modeling: Applix TM1’s unique architecture of multi-cubes, rules, a real-time engine, and workflow allow a business to manage its complex business models.

•  Actionable alerts: Timely alerts generated from a company’s analyses and business processes enable it to be proactive with respect to its business environment.

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Sales and Marketing

      The Company focuses its marketing efforts on companies committed to improving business analytics at the departmental level and business performance management at the company-wide level. The Company markets its products to mid-market and Global 2000 organizations across all industry segments with particular success in the financial services, banking, healthcare, pharmaceuticals, oil and gas, retail, telecommunications, manufacturing and consumer goods industries. The Company believes that these industry sectors are, and will continue to be, some of the fastest growing sectors for its products. A key part of the Company’s marketing strategy is an emphasis on its high-performance Applix TM1 analytical engine for financial and operational business modeling, analytics and reporting; real-time calculations; the rapid deployment of its products; and the lower total cost of ownership of its solutions.

      Applix’s products are sold primarily through a direct sales force and a network of value added resellers (“VARs”) and are also sold through certain original equipment manufacturers (“OEMs”). The Company’s sales teams operate out of the Company’s offices in major metropolitan cities in the U.S. as well as its offices in the United Kingdom, Germany and Australia. These direct selling efforts are supplemented both domestically and abroad with support from business consulting groups and strategic marketing partners. These organizations provide additional implementation resources, domain expertise and complementary applications using the Company’s software products. While the sales cycle for Applix products varies substantially from customer to customer, it traditionally requires three to six months.

      The Company strongly believes that, going forward, its hybrid sales and marketing strategy, utilizing a direct sales force working closely with consultants and strategic resellers, is an important part of the Company’s future success. The Company also plans on continuing to establish strategic marketing relationships with leading hardware and software vendors and systems integrators within targeted industry sectors. This strategy is expected to support the Company in penetrating both new accounts within its existing markets and also entirely new market segments, while also leveraging its sales and marketing investments.

      Financial information by geographical area may be found in Note 9 of the Notes to Consolidated Financial Statements.

Customer Training, Maintenance Support, and Professional Services

      The Company believes that quality professional services and customer support are a critical part of its sales and marketing efforts. Many of the Company’s customers use its products to develop and support “mission critical” applications, and the Company therefore recognizes that quality training, support and consulting services are especially important to its customers. In addition to in-house consultants, the Company works closely with partner organizations to provide additional resources and domain expertise.

      The Company’s in-house consultants and partners assist in the sales process by working directly with potential customers, educating them as to the benefits of the Company’s products, and often performing product demonstrations using the customers’ own data or engaging in a more extensive proof of concept project. In addition, the Company’s in-house consultants and partners work directly with customer personnel in both information technology departments and in the functional areas relevant to the application, to assist them in the planning and deploying of Applix solutions.

      Customers may elect to purchase a maintenance support plan for an annual fee that is generally 18% of the list license fee for covered products. The maintenance support plans include unspecified product upgrades and interim fixes to reported problems. Maintenance support plan revenues accounted for approximately 89% of the Company’s professional services and maintenance revenue in 2005 compared to approximately 90% of professional services and maintenance revenue in 2004.

Software Product Development

      The Company believes strongly that the path to success is predicated upon constantly being at the forefront of technology and product innovation. With a strong commitment to the future, Applix has continued

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its long history of investing in product research and development. In 2005, Applix invested approximately $5.3 million, or 14% of total revenues, in product research and development.

      Product development expenses were $5,269,000, $4,785,000 and $5,512,000 for 2005, 2004 and 2003, respectively.

Competition

      The Company believes that it competes principally on the basis of product features and functionality (including cross-platform availability, interoperability, integration and extensibility), reliability, ease of use, ease of support, and total costs of ownership (initial investment and on-going operating costs of the solution).

      The markets for the Company’s products are highly competitive and subject to rapid change. The companies with which Applix competes most often are Hyperion and Cognos. The Company also competes with other smaller competitors, some of whom build their product offerings on Microsoft technologies. In general, both categories of competitors are marketing and selling pre-built BPM and BI applications along with services to implement and customize the applications. Applix approaches the market differently by offering easily configured BPM and BI applications, and its partners and customers typically perform the implementation.

      Software vendors are under increasing pressure to provide solutions that are easy to map to customers’ rapidly evolving business models and that integrate with other solutions. Customers have become more methodical in their methods of evaluating vendors’ solutions, and they often require that vendors substantiate their claims with case studies that demonstrate compelling return on investment benefits.

Intellectual Property and Proprietary Rights

      Applix relies primarily on a combination of copyright law and trade secret law to protect its proprietary technology. The Company has internal policies and systems to ensure limited access to, and the confidential treatment of, its trade secrets. The Company generally distributes its products under “shrink-wrap” software license agreements, which contain various provisions to protect the Company’s ownership and confidentiality of the underlying technology. The Company also requires its employees and other parties with access to confidential information to execute agreements prohibiting the unauthorized use or disclosure of the Company’s technology. Despite these precautions, it may be possible for a third party to misappropriate the Company’s technology or to independently develop similar technology. In addition, effective copyright and trade secret protection may not be available in every foreign country in which the Company’s products are distributed, and “shrink-wrap” licenses, which are not signed by the customer, may be unenforceable in certain jurisdictions.

      The Company resells three technologies in conjunction with certain of the Company’s products and that are licensed from third parties. The Company generally pays royalties on these technologies on either a per license or a percentage of revenue basis (the amount of which is not material to the Company). Applix believes that if the licenses for these third-party technologies were terminated, it would be able to develop such technologies internally or license equivalent technologies from other vendors without significant additional expense. If the Company’s right to distribute such third-party technologies were terminated, the Company does not believe that sales of its products would be adversely affected.

      The Company believes that, due to the rapid pace of technological innovation for software applications, the Company’s ability to establish and maintain a position of technology leadership in the industry is dependent more upon the skills of its development personnel than upon the legal protections afforded its existing technology.

      The Company believes that its trademarks are important to the success of its business. Applix and TM1 are registered trademarks of the Company. TM1 Integra, TM1 Financial Reporting, TM1 Consolidations, TM1 Planning Manager and TM1 Web are trademarks of the Company.

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      Applix is not engaged in any material disputes with other parties with respect to the ownership or use of the Company’s proprietary technology. However, there can be no assurance that other parties will not assert technology infringement claims or other claims against the Company in the future. The litigation of such a claim may involve significant expense and management time. In addition, if any such claims were successful, the Company could be required to pay monetary damages and may also be required to either refrain from distributing the infringing product or obtain a license from the party asserting the claim (which license may not be available on commercially reasonable terms).

Employees

      As of March 1, 2006, the Company had 147 employees. Domestically, the Company had 99 employees, which includes 36 employees in product research and development, 34 employees in sales and marketing, 8 employees in professional services, 3 employees in information systems, and 18 employees in finance, operations, administration and facilities. Internationally, the Company had 48 employees, which includes 29 employees in sales and marketing, 11 employees in professional services and 8 in finance and operations. None of the Company’s employees are represented by a labor union, and the Company believes that its employee relations are good.

Item 1A. Risk Factors

      Investors should carefully consider the risks described below before making an investment decision with respect to the common stock of the Company.

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED BY SIGNIFICANT FLUCTUATIONS IN OUR QUARTERLY RESULTS.

      We may experience significant fluctuations in our future results of operations due to a variety of factors, many of which are outside of our control, including:

•  demand for and market acceptance of our products and services;

•  the size and timing of customer orders, particularly large orders;

•  introduction of products and services or enhancements by us and our competitors;

•  competitive factors that affect our pricing;

•  the mix of products and services we sell;

•  the hiring and retention of key personnel;

•  our expansion into international markets;

•  the timing and magnitude of our capital expenditures, including costs relating to the expansion of our operations;

•  the acquisition and retention of key partners;

•  changes in generally accepted accounting policies, especially those related to the recognition of software revenue and the accounting for stock-based compensation; and

•  new government legislation or regulation.

      We typically receive a majority of our orders in the last month of each fiscal quarter because our customers often delay purchases of products until the end of the quarter as our sales organization and our individual sales representatives strive to meet quarterly sales targets. As a result, any delay in anticipated sales is likely to result in the deferral of the associated revenue beyond the end of a particular quarter, which would have a significant effect on our operating results for that quarter. In addition, most of our operating expenses do not vary directly with net sales and are difficult to adjust in the short term. As a result, if net sales for a particular quarter were below expectations, we could not proportionately reduce operating expenses for that

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quarter, and, therefore, that revenue shortfall would have a disproportionate adverse effect on our operating results for that quarter. If our operating results are below the expectations of public market analysts and investors, the price of our common stock may fall significantly.

WE MAY NOT BE ABLE TO FULFILL ANY FUTURE CAPITAL NEEDS.

      Although we were profitable in 2004 and 2005, we incurred losses from continuing operations for several years prior to 2004. We could incur operating losses and negative cash flows in the future because of costs and expenses relating to brand development, marketing and other promotional activities, continued development of our information technology infrastructure, expansion of product offerings and development of relationships with other businesses. There can be no assurance that we will continue to achieve a profitable level of operations in the future.

      We believe, based upon our current business plan, that our current cash, cash equivalents and short-term investments, funds expected to be generated from operations and our available credit line should be sufficient to fund our operations as planned for at least the next twelve months. However, we may need additional funds sooner than anticipated if our performance deviates significantly from our current business plan or if there are significant changes in competitive or other market factors. If we elect to raise additional operating funds, such funds, whether from equity or debt financing or other sources, may not be available, or available on terms acceptable to us.

IF WE DO NOT INTRODUCE NEW PRODUCTS AND SERVICES IN A TIMELY MANNER, OUR PRODUCTS AND SERVICES WILL BECOME OBSOLETE, AND OUR OPERATING RESULTS WILL SUFFER.

      The BPM and BI markets, including interactive planning, budgeting and analytics are characterized by rapid technological change, frequent new product enhancements, uncertain product life cycles, changes in customer demands and evolving industry standards. Our products could be rendered obsolete if products based on new technologies are introduced or new industry standards emerge.

      Enterprise computing environments are inherently complex. As a result, we cannot accurately estimate the life cycles of our products. New products and product enhancements can require long development and testing periods, which requires us to hire and retain technically competent personnel. Significant delays in new product releases or significant problems in installing or implementing new products could seriously damage our business. We have, on occasion, experienced delays in the scheduled introduction of new and enhanced products and may experience similar delays in the future.

      Our future success depends upon our ability to enhance existing products, develop and introduce new products, satisfy customer requirements and achieve market acceptance. We may not successfully identify new product opportunities and develop and bring new products to market in a timely and cost-effective manner.

ATTEMPTS TO EXPAND BY MEANS OF BUSINESS COMBINATIONS AND ACQUISITIONS MAY NOT BE SUCCESSFUL AND MAY DISRUPT OUR OPERATIONS OR HARM OUR REVENUES.

      We have in the past, and may in the future, buy businesses, products or technologies. In the event of any future purchases, we will face additional financial and operational risks, including:

•  difficulty in assimilating the operations, technology and personnel of acquired companies;

•  disruption in our business because of the allocation of resources to consummate these transactions and the diversion of management’s attention from our core business;

•  difficulty in retaining key technical and managerial personnel from acquired companies;

•  dilution of our stockholders, if we issue equity to fund these transactions;

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•  assumption of increased expenses and liabilities;

•  our relationships with existing employees, customers and business partners may be weakened or terminated as a result of these transactions; and

•  additional ongoing expenses associated with write-downs of goodwill and other purchased intangible assets.

WE RELY HEAVILY ON KEY PERSONNEL.

      We rely heavily on key personnel throughout the organization. The loss of any of our members of management, or any of our staff of sales and development professionals, could prevent us from successfully executing our business strategies. Any such loss of technical knowledge and industry expertise could negatively impact our success. Moreover, the loss of any critical employees or a group thereof, particularly to a competing organization, could cause us to lose market share, and the Applix brand could be diminished.

WE MAY NOT BE ABLE TO MEET THE OPERATIONAL AND FINANCIAL CHALLENGES THAT WE ENCOUNTER IN OUR INTERNATIONAL OPERATIONS.

      Due to the Company’s significant international operations, we face a number of additional challenges associated with the conduct of business overseas. For example:

•  we may have difficulty managing and administering a globally-dispersed business;

•  fluctuations in exchange rates may negatively affect our operating results;

•  we may not be able to repatriate the earnings of our foreign operations;

•  we have to comply with a wide variety of foreign laws;

•  we may not be able to adequately protect our trademarks overseas due to the uncertainty of laws and enforcement in certain countries relating to the protection of intellectual property rights;

•  reductions in business activity during the summer months in Europe and certain other parts of the world could negatively impact the operating results of our foreign operations;

•  export controls could prevent us from shipping our products into and from some markets;

•  multiple and possibly overlapping tax structures could significantly reduce the financial performance of our foreign operations;

•  changes in import/export duties and quotas could affect the competitive pricing of our products and services and reduce our market share in some countries; and

•  economic or political instability in some international markets could result in the forfeiture of some foreign assets and the loss of sums spent developing and marketing those assets.

BECAUSE THE BUSINESS PERFORMANCE MANAGEMENT AND BUSINESS INTELLIGENCE MARKETS ARE HIGHLY COMPETITIVE, WE MAY NOT BE ABLE TO SUCCEED.

      If we fail to compete successfully in the highly competitive and rapidly changing business performance management and business intelligence markets, we may not be able to succeed. We face competition primarily from business intelligence firms. We also face competition from large enterprise application software vendors, independent systems integrators, consulting firms and in-house IT departments. Because barriers to entry into the software market are relatively low, we expect to face additional competition in the future.

      Many of our competitors can devote significantly more resources to the development, promotion and sale of products than we can, and many of them can respond to new technologies and changes in customer preferences more quickly than we can. Further, other companies with resources greater than ours may attempt to gain market share in the customer analytics and business planning markets by acquiring or forming strategic alliances with our competitors.

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BECAUSE WE DEPEND IN PART ON THIRD-PARTY SYSTEMS INTEGRATORS TO PROMOTE, SELL AND IMPLEMENT OUR PRODUCTS, OUR OPERATING RESULTS WILL LIKELY SUFFER IF WE DO NOT DEVELOP AND MAINTAIN THESE RELATIONSHIPS.

      We rely in part on systems integrators to promote, sell and implement our solutions. If we fail to maintain and develop relationships with systems integrators, our operating results will likely suffer. In addition, if we are unable to rely on systems integrators to install and implement our products, we will likely have to provide these services ourselves, resulting in increased costs. As a result, our results of operations may be harmed. In addition, systems integrators may develop, market or recommend products that compete with our products. Further, if these systems integrators fail to implement our products successfully, our reputation may be harmed.

BECAUSE THE SALES CYCLE FOR OUR PRODUCTS CAN BE LENGTHY, IT IS DIFFICULT FOR US TO PREDICT WHEN OR WHETHER A SALE WILL BE MADE.

      The timing of our revenue is difficult to predict in large part due to the length and variability of the sales cycle for our products. Companies often view the purchase of our products as a significant and strategic decision. As a result, companies tend to take significant time and effort evaluating our products. The amount of time and effort depends in part on the size and the complexity of the deployment. This evaluation process frequently results in a lengthy sales cycle, typically ranging from three to six months. During this time we may incur substantial sales and marketing expenses and expend significant management efforts. We do not recoup these investments if the prospective customer does not ultimately license our product.

OUR BUSINESS WILL BE HARMED IF WE ARE UNABLE TO PROTECT OUR TRADEMARKS FROM MISUSE BY THIRD PARTIES.

      Our collection of trademarks is important to our business. The protective steps we take or have taken may be inadequate to deter misappropriation of our trademark rights. We have filed applications for registration of some of our trademarks in the United States. Effective trademark protection may not be available in every country in which we offer or intend to offer our products and services. Failure to protect our trademark rights adequately could damage our brand identity and impair our ability to compete effectively. Furthermore, defending or enforcing our trademark rights could result in the expenditure of significant financial and managerial resources.

OUR PRODUCTS MAY CONTAIN DEFECTS THAT MAY BE COSTLY TO CORRECT, DELAY MARKET ACCEPTANCE OF OUR PRODUCTS AND EXPOSE US TO LITIGATION.

      Despite testing by Applix and our customers, errors may be found in our products after commencement of commercial shipments. If errors are discovered, we may have to make significant expenditures of capital to eliminate them and yet may not be able to successfully correct them in a timely manner or at all. Errors and failures in our products could result in a loss of, or delay in, market acceptance of our products and could damage our reputation and our ability to convince commercial users of the benefits of our products.

      In addition, failures in our products could cause system failures for our customers who may assert warranty and other claims for substantial damages against us. Although our license agreements with our customers typically contain provisions designed to limit our exposure to potential product liability claims, it is possible that these provisions may not be effective or enforceable under the laws of some jurisdictions. Our insurance policies may not adequately limit our exposure to this type of claim. These claims, even if unsuccessful, could be costly and time-consuming to defend.

Item 1B. Unresolved Staff Comments

      Not applicable.

Item 2. Properties

      The Company is headquartered at 289 Turnpike Road in Westborough, Massachusetts. The Company’s amended headquarters’ lease for 24,376 square feet has a seven-year term, which will expire on January 31, 2011. The Company also leases smaller offices in several metropolitan areas within the United States.

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Internationally, the Company has three office leases: 1) London, United Kingdom, 2) Munich, Germany and 3) Sydney, Australia. The Company believes that its existing facilities are adequate for its current needs and that suitable additional or substitute space will be available as needed.

Item 3. Legal Proceedings

      From time to time, the Company is subject to routine litigation and legal proceedings in the ordinary course of business. The Company is not aware of any pending litigation to which the Company is or may become a party, 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 (“SEC”) 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 did 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 has retained a consultant to assist the Company in reviewing its compliance procedures.

Item 4. Submission of Matters to a Vote of Security Holders

      No matter was submitted to a vote of the Company’s stockholders during the fourth quarter of 2005.

Directors and Executive Officers of the Registrant

      The following is a list of the Company’s directors and executive officers, their ages as of March 1, 2006 and their principal position. Executive officers are appointed and may be removed by the Board of Directors.

Name	Age		Position
John D. Loewenberg		65	Chairman of the Board of Directors
Bradley D. Fire		36	Director
Alain J. Hanover		57	Director
Charles F. Kane		48	Director
Peter Gyenes		60	Director
David C. Mahoney		61	President, Chief Executive Officer and Director
Milton A. Alpern		54	Chief Financial Officer and Treasurer
Michael A. Morrison		43	Vice President, Worldwide Field Operations
Chanchal Samanta		52	Vice President, Research and Development

      Mr. Loewenberg has been a director of the Company since March 2001 and Chairman of the Board of Directors since July 2002. Mr. Loewenberg has been the Managing Partner of JDL Enterprises, a consulting company, since 1996. Mr. Loewenberg served as interim President and CEO of Wang Healthcare Information Systems, an electronic medical record solution company, from March 1998 to September 1999. Mr. Loewenberg is currently a director of DocuCorp International.

      Mr. Fire has been a director of the Company since February 2003. Mr. Fire has been the owner of Peeper Ranch, an equestrian facility, since March 2000. Mr. Fire served as a Senior Software Engineer of Go2Net, Inc., an Internet services company, from June 1998 to February 2000. Mr. Fire served as the co-Chief Executive Officer of Silicon Investor, a consumer website devoted to discussion about technology stocks, from May 1995 to June 1998.

      Mr. Hanover has been a director of the Company since July 1992. Mr. Hanover has been the Managing Director and CEO of Navigator Technology Ventures, a venture capital firm, since January 2002. He was the Managing Partner of Main Street Partners LLC, a venture capital firm, from August 2000 to December 2001. Mr. Hanover served as the President and Chief Executive Officer of InCert Software Corp., a computer software development and distribution company, from October 1997 to July 2000. Mr. Hanover served as

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Chairman of the Board of Directors and Chief Executive Officer of Viewlogic Systems, Inc., an engineering software company, from 1984 until May 1997.

      Mr. Kane has been a director of the Company since March 2001. Mr. Kane has been the Senior Vice President and Chief Financial Officer of Aspen Technology, Inc., a provider of process management software and implementation services, since July 2003. He served as President and Chief Executive Officer of Corechange, Inc., an e-business access framework software provider, from May 2001 until its sale to Open Text Corporation in February 2003. From May 2000 to May 2001, Mr. Kane served as the Chief Operating Officer of Corechange. Before joining Corechange, from March 2000 to May 2000, Mr. Kane served as Executive Vice President and Chief Financial Officer of Ascential Software Corporation (formerly known as Informix Corporation), a global provider of information management software. Mr. Kane served as Executive Vice President and Chief Financial Officer of Ardent Software, Inc., a data integration software supplier, from November 1995 to March 2000 when it was acquired by Ascential.

      Mr. Gyenes has been a director of the Company since May 2000. Mr. Gyenes served as the Chairman and Chief Executive Officer of Ascential Software Corporation (formerly known as Informix Corporation), a global provider of information management software, from July 2000 until its acquisition by IBM in April 2005. Mr. Gyenes was Chairman, President and Chief Executive Officer of Ardent Software, Inc., a data integration software supplier, from April 1997 until the acquisition of Ardent by Informix in March 2000. Mr. Gyenes is a member of the Board of Directors of ViryaNet. Mr. Gyenes is also a member of the Board of Trustees of the Massachusetts Technology Leadership Council.

      Mr. Mahoney was elected interim President and Chief Executive Officer of Applix on February 28, 2003 and served in that capacity until April 22, 2003 at which time he was elected President and Chief Executive Officer. Mr. Mahoney has also been a director of the Company since October 1992. Mr. Mahoney served as Chief Executive Officer of Verbind, Inc., a provider of real-time behavioral analysis and event triggering technology, from May 2001 until February 2003, following the sale of the company to SAS Institute. Prior to joining Verbind, Mr. Mahoney served as Chairman of the Board of Directors of LeadingSide, Inc. (formerly Dataware Technologies, Incorporated), an e-business solutions provider, from February 2000 to May 2001, and President and Chief Executive Officer of LeadingSide from January 1999 to February 2000. LeadingSide filed for bankruptcy protection in April 2001. Mr. Mahoney served as President and Chief Executive Officer of Sovereign Hill Software, Inc., a collaborative knowledge discovery software provider, from January 1998 to December 1998, when it merged with Dataware Technologies. Mr. Mahoney served as Chairman of the Board and Chief Executive Officer of ePresence, Inc. (formerly Banyan Systems, Inc.), a networking software company, from 1983 until May 1997.

      Mr. Alpern was elected Chief Financial Officer and Treasurer on June 16, 2003. From February 2002 through March 2003, Mr. Alpern served as the Chief Financial Officer of Viisage Technology, Inc., a publicly-held provider of facial recognition and identity verification software and solutions. Prior to joining Viisage Technology, Mr. Alpern was the Chief Financial Officer of Eprise Corporation, a publicly-held provider of business Web site content management software and services, from March 1998 through February 2002.

      Mr. Morrison joined the Company in June 2004 as Vice President, Worldwide Field Operations and is responsible for all field sales operations, services and support personnel. Prior to Applix, Mr. Morrison held various positions at Cognos Incorporated, a publicly-held provider of business intelligence and business performance software, from May 1993 through February 2004, including Vice President of Enterprise Planning Operations, Vice President of Finance and Administration, and Corporate Counsel.

      Mr. Samanta joined the Company in January 2006 as Vice President, Research and Development. Prior to joining Applix, Mr. Samanta served as Vice President, Product Development at Unica Corporation, a publicly-held provider of enterprise marketing management software, from February 2002 to September 2005. From April 2001 to December 2001, Mr. Samanta served as Chief Technology Officer of Availant, Incorporated, a privately-held provider of availability management software and services. Before joining Availant, Mr. Samanta served as Chief Technology Officer of Veridiem, Inc., a privately-held provider of marketing effectiveness software, from October 2000 to March 2001.

      There are no family relationships among any of the directors or executive officers.

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PART II

Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities

      The Company’s common stock is listed on the NASDAQ Capital Market (“NASDAQ”) under the symbol “APLX”. The table below reflects the range of high and low sales price per share of common stock, as reported on NASDAQ for the periods indicated.

Fiscal 2005	High		Low
First Quarter	$	9.25	$	4.15
Second Quarter	$	6.45	$	4.21
Third Quarter	$	7.24	$	4.75
Fourth Quarter	$	7.50	$	6.05

Fiscal 2004	High		Low
First Quarter	$	5.49	$	3.33
Second Quarter	$	5.37	$	4.04
Third Quarter	$	5.01	$	3.30
Fourth Quarter	$	5.10	$	3.58

Dividends

      The Company has never paid any cash dividends on its common stock. The Company intends to retain its earnings to finance future growth and therefore does not anticipate paying any cash dividends on its common stock in the foreseeable future.

Holders

      The approximate number of holders of record of the Company’s common stock on March 1, 2006 was 166. This number does not include shareholders for whom shares are held in a “nominee” or “street” name.

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Item 6. Selected Financial Data

		Years Ended December 31,
		2005		2004		2003			2002			2001
		(In thousands, except per share data)
Statement of Operations:
	Software license	$	19,488	$	16,228	$	13,222		$	16,050		$	18,406
	Professional services and maintenance		17,490		14,687		14,133			20,546			20,999
	Total revenues		36,978		30,915		27,355			36,596			39,405
	Total cost of revenues		4,005		4,039		7,120			12,029			14,871
	Gross margin		32,973		26,876		20,235			24,567			24,534
	Sales and marketing		15,337		10,588		10,747			15,311			21,671
	Product development		5,269		4,785		5,512			5,699			6,848
	General and administrative		5,095		6,217		7,653			5,249			4,484
	Contingent consideration and amortization of acquired intangible asset		250		250		833			2,405			1,717
	Write down of notes receivable		—		—		—			964			—
	Restructuring expenses		—		577		3,238			381			1,700
	Operating income (loss)		7,022		4,459		(7,748	)		(5,442	)		(11,886	)
	Net gain from sale of CRM assets		—		261		7,910			—			—
	Permanent impairment of cost based investment		—		—		—			—			(1,250	)
	Income (loss) from continuing operations		6,838		4,808		167			(5,570	)		(13,404	)
	Net income (loss)		6,738		4,702		(10	)		(5,774	)		(12,323	)
Per Share Data:
	Net income (loss) per share from continuing operations, basic	$	0.47	$	0.34	$	0.01		$	(0.46	)	$	(1.13	)
	Net income (loss) per share from continuing operations, diluted	$	0.42	$	0.31	$	0.01		$	(0.46	)	$	(1.13	)
	Net income (loss) per share, basic	$	0.46	$	0.33	$	(0.00	)	$	(0.47	)	$	(1.04	)
	Net income (loss) per share, diluted	$	0.41	$	0.30	$	(0.00	)	$	(0.47	)	$	(1.04	)

		Years Ended December 31,
		2005		2004		2003			2002			2001
		(In thousands)
Balance Sheet Data:
	Cash, cash equivalents and short-term investments	$	24,938	$	15,924	$	9,241		$	8,389		$	8,228
	Restricted cash		500		400		817			933			1,050
	Working capital (deficit)		18,312		9,293		(2,119	)		(4,457	)		(175	)
	Total assets		38,098		27,185		21,949			23,547			24,938
	Total stockholders’ equity		21,628		12,238		2,255			2,419			6,952

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW OF THE COMPANY’S OPERATIONS

      The Company is a global provider of BPM and 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 sells its products through both a direct sales force and an expanding network of partners, both domestically and internationally. These partners provide additional implementation resources, domain expertise and complementary applications using the Company’s software products. The Company continues to

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focus its efforts selling and marketing the licensing and maintenance of its products while increasing the engagement of partners to provide consulting services on the implementation and integration of its product.

      Historically, the Company also provided CRM software solutions. However, the Company decided to focus its efforts, including development, sales and marketing, on its BPM and BI products. In the first quarter of 2003, the Company sold certain assets relating to its customer relationship management solutions (“CRM Assets”) (For more information regarding the sale of the CRM Assets, the Company refers the reader to the discussion contained in Note 13 of the Notes to the Consolidated Financial Statements). The Company’s operating results reflect the operations of the CRM Assets up through its sale, which occurred on January 21, 2003, followed by the sale of the Company’s German CRM assets, which was consummated on March 17, 2003. The Company is currently only selling BPM and BI products and related services. The Company’s 2005 and 2004 revenues are comprised solely of sales from its BPM/ BI products.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and assumptions on expected or known trends or events, historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

      Management believes the following critical accounting policies, among others, involve the more significant judgments and estimates used in the preparation of its consolidated financial statements.

Revenue Recognition

      Revenue from software licensing and service fees is recognized in accordance with Statement of Position (“SOP”) 97-2, “Software Revenue Recognition”, and SOP 98-9 “Software Revenue Recognition with Respect to Certain Transactions.” Substantially all of the Company’s product license revenue is earned from the license of off-the-shelf software requiring no customization. Accordingly, the Company recognizes revenue from software licensing when all of the following criteria are met: (1) persuasive evidence of an arrangement exists via a signed agreement or purchase order; (2) delivery has occurred including authorization keys; (3) the fee is fixed or determinable representing amounts that are due unconditionally with no future obligations under customary payment terms; and (4) collectibility is probable.

      For contracts with multiple elements (e.g., delivered and undelivered products, support obligations, consulting, and training services), the Company determines the amount of revenue to allocate to the licenses sold with services or maintenance using the “residual method” of accounting. Under the residual method, the Company allocates the total value of the arrangement first to the undelivered elements based on their vendor specific objective evidence (“VSOE”) and the remainder to the delivered element, the software license. The Company has determined fair value based upon prices it charges customers when these elements are sold separately. Maintenance contracts are generally sold with the initial licenses. The related maintenance revenue is deferred based upon VSOE, which is determined by the renewal price of the annual maintenance contract, and is recognized ratably over the maintenance contract period. The Company recognizes consulting and training service revenues, including those sold with license fees, as the services are performed based upon their established VSOE.

      In those instances in which indirect channel partners provide certain support services under the maintenance support contracts to the end-user customer, the Company accounts for amounts received in these arrangements in accordance with Emerging Issues Task Force 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” The Company must make certain judgments in these types of

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arrangements including whether the Company or the indirect channel partner is the primary obligor in the arrangement with the end-user customer.

Allowance for Doubtful Accounts

      The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company continuously monitors collections and payments from its customers and determines the allowance for doubtful accounts based upon analysis of aged accounts receivable, historical experience and specific customer collection issues. An allowance for doubtful accounts is provided for accounts that management believes may not be collected due to a customer’s financial circumstance (e.g. bankruptcy), and for those accounts that have aged over 180 days past due, for which there is a lack of evidence that supports their collectibility. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, or the Company’s overdue receivables balance were to increase significantly, additional allowances may be required.

Goodwill and Other Intangible Assets and Related Impairment

      In assessing the recoverability of the Company’s goodwill and other intangible assets, the Company must make assumptions regarding estimated future cash flows and other factors including legal factors, market conditions and operational performance of its acquired businesses to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets. If events change and the Company has overestimated the economic life of its intangible asset, the Company will begin to amortize the remaining unamortized carrying value of this asset over the newly estimated life, which may result in additional amortization expense.

Restructuring

      During 2004 and 2003, the Company recorded charges in connection with its restructuring programs. These charges include estimates pertaining to the settlements of contractual obligations, including the restructuring of its UK office and Westborough, MA headquarters’ leases. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates, which would result in incremental charges or credits to the income statement and have cash flow ramifications.

Income Taxes

      The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. SFAS 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company evaluates quarterly the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. At December 31, 2005 and 2004, the Company’s U.S. deferred tax assets were fully reserved. In the event the Company were to determine in the future that it would be able to realize its deferred tax assets in excess of its net-recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made.

      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.

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RESULTS OF OPERATIONS

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Revenues

		Year Ended December 31,
				Percent of					Percent of					Percent of
		2005		Revenue			2004		Revenue			2003		Revenue
		(In thousands, except percentages)
Software License Revenues		$	19,488		53	%	$	16,228		52	%	$	13,222		48	%
	Professional Services Revenues		1,937		5	%		1,413		5	%		3,037		11	%
	Maintenance Revenues		15,553		42	%		13,274		43	%		11,096		41	%
Total Professional Services and Maintenance Revenues			17,490		47	%		14,687		48	%		14,133		52	%
Total Revenues		$	36,978		100	%	$	30,915		100	%	$	27,355		100	%

      Total revenues for the year ended December 31, 2005 increased $6,063,000, or 20%, to $36,978,000 from $30,915,000 for the year ended December 31, 2004. The increase in total revenues from the prior year was comprised of increases of $3,260,000 in software license revenues and $2,803,000 in professional services and maintenance revenues.

Software Licenses

      Software license revenue increased by $3,260,000 to $19,488,000, or 53% of total revenues, in 2005 from $16,228,000, or 52% of total revenues, in 2004. The increase in software license revenues was largely due to the strengthening of our worldwide field operations, resulting primarily from additions to the sales operations made in the second half of 2004 and in 2005, as well as the continued development and enhancements to the Company’s product offerings. These efforts led to the Company expanding its customer base, domestically and internationally, and successfully competing in broader and higher value deals. The increase in deal size is reflected in the number of transactions resulting in software license revenue in excess of $100,000 which nearly doubled to 33 in 2005 from 17 in 2004.

      Domestic software license revenue increased 22% to $7,055,000 in 2005 from $5,767,000 in 2004. International software license revenue increased 19% to $12,433,000 in 2005 from $10,461,000 in 2004. The increase in international software license revenue was primarily due to increased revenues of approximately $1.6 million over 2004 achieved through sales by our Australian subsidiary to customers in the Asia Pacific region.

      The Company markets its products through its direct sales force and indirect partners. The Company continues to focus on complementing its direct sales force with indirect channel partners, which consist of value added resellers (“VARs”), independent distributors, sales agents and original equipment manufacturers (“OEMs”).

Professional Services and Maintenance

      Professional services and maintenance revenues increased by 19% to $17,490,000 in 2005 as compared to $14,687,000 in 2004. Maintenance revenues increased 17% to $15,553,000 in 2005 compared to $13,274,000 in 2004, while professional services revenues increased 37% to $1,937,000 in 2005 compared to $1,413,000 in 2004. The increase in maintenance revenue was primarily attributable to the sale of software licenses to new customers coupled with high rates of renewals of annual maintenance contracts from the sale of licenses in prior periods. The increase in professional services represented an increase of approximately $380,000 in consulting revenues resulting primarily from two significant consulting projects as well as a $144,000 increase in training revenues. The Company will continue to rely primarily on its partners to provide consulting services, including BPM/ BI product implementations, as the Company focuses on maintenance services,

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which include telephonic support, unspecified product upgrades, and bug fixes and patches. The Company expects maintenance revenues to continue to increase due to strong customer maintenance renewal rates.

Cost of Revenues

				Year Ended December 31,
				2005				2004				2003
				(In thousands, except percentages)
Cost of Software License Revenues				$	117			$	427			$	1,850
Cost of Professional Services and
	Maintenance Revenues:
	Cost of Professional Services Revenues				1,573				1,036				2,594
	Cost of Maintenance Revenues				2,315				2,576				2,676
	Total				3,888				3,612				5,270
Total Cost of Revenues				$	4,005			$	4,039			$	7,120
Gross Margin(A):
		Software License		$	19,371	99	%	$	15,801	97	%	$	11,372	86	%
Professional Services and Maintenance:
		Professional Services			364	19	%		377	27	%		443	15	%
		Maintenance			13,238	85	%		10,698	81	%		8,420	76	%
		Total			13,602	78	%		11,075	75	%		8,863	63	%
			Total Gross Margin	$	32,973	89	%	$	26,876	87	%	$	20,235	74	%

(A)  Gross margins calculated as a percentage of related revenues.

Cost of Software License Revenues

      Cost of software license revenues consists primarily of third-party software royalties, cost of product packaging and documentation materials, and amortization of capitalized software costs. Cost of software license revenues as a percentage of software license revenues was 1% for the year ended December 31, 2005, compared to 3% for the year ended December 31, 2004. The improvement in software license gross margin was primarily due to a decrease of $265,000 in the amortization of capitalized software development costs for the year ended December 31, 2005 compared to the prior year. Capitalized software development costs were fully amortized in the second quarter of 2004.

Cost of Professional Services and Maintenance Revenues

      The cost of professional services and maintenance revenues consists primarily of personnel salaries and benefits, third-party consultants, facilities and information system costs incurred to provide consulting, training and customer support, and payments to indirect channel partners to provide first level support to end-user customers. These payments to indirect channel partners to provide first level support are generally amortized over the 12-month maintenance support period of the underlying contract with the end-user customer. Cost of professional services and maintenance revenues increased by $276,000 to $3,888,000 for the year ended December 31, 2005 from $3,612,000 for the year ended December 31, 2004. Gross margin of professional services and maintenance revenues increased to 78% for the year ended December 31, 2005 from 75% for the year ended December 31, 2004. The improvement in gross margin was primarily due to lower partner maintenance fees as the Company has reduced the utilization of partners for providing the first level support to end-user customers in maintenance renewals, partially offset by an increase in professional service employees and third-party consulting fees resulting from increased training and consulting revenues.

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Operating Expenses

	Year Ended December 31,
			Percent of					Percent of					Percent of
	2005		Revenue			2004		Revenue			2003		Revenue
	(In thousands, except percentages)
Sales and marketing	$	15,337		41	%	$	10,588		34	%	$	10,747		39	%
Product development		5,269		14	%		4,785		15	%		5,512		20	%
General and administrative		5,095		14	%		6,217		20	%		7,653		28	%
Restructuring expense		—		—			577		2	%		3,238		12	%
Contingent consideration related to an acquisition		—		—			—		—			583		2	%
Amortization of acquired intangible asset		250		1	%		250		1	%		250		1	%
Total Operating Expenses	$	25,951		70	%	$	22,417		73	%	$	27,983		102	%

Sales and Marketing

      Sales and marketing expenses consist primarily of salaries and benefits, commissions and bonuses for the Company’s sales and marketing personnel, field office expenses, travel and entertainment, promotional and advertising expenses and the cost of the Company’s international operations, which are sales operations. Sales and marketing expenses increased $4,749,000 to $15,337,000 for the year ended December 31, 2005 from $10,588,000 for the year ended December 31, 2004. Sales and marketing expenses as a percentage of total revenues were 41% and 34% for the years ended December 31, 2005 and 2004, respectively. The increase in sales and marketing expenses was primarily due to an increase in staffing in sales and marketing, including specifically an increase to headcount from 35 at December 31, 2004 to 54 at December 31, 2005 in the Company’s direct sales force and presales technical staff, as well as an increased investment in marketing programs, advertising and lead generation activities. The increase was also attributable to higher sales commission expense based on increased revenues.

Product Development

      Product development expenses include costs associated with the development of new products, enhancements of existing products and quality assurance activities, and consist primarily of employee salaries and benefits, consulting costs and the cost of software development tools. Product development expenses increased $484,000 to $5,269,000 for the year ended December 31, 2005 from $4,785,000 for the year ended December 31, 2004. These expenses represented 14% and 15% of total revenues for the years ended December 31, 2005 and 2004, respectively. The increase in product development expenses was primarily due to costs related to the departure of the Company’s former Vice President, Product Development, including severance and stock-based compensation related to modification of certain stock awards of the terminated executive. The increase in product development expenses was also attributable to the utilization of independent consultants and contractors in certain quality assurance and product documentation activities as part of the development of new and existing products. The Company anticipates that it will continue to devote substantial resources to the development of new products, new versions of its existing products, including Applix TM1 and related applications.

General and Administrative

      General and administrative expenses consist primarily of salaries, benefits and occupancy costs for executive, administrative, finance, information technology, and human resource personnel, as well as accounting and legal costs. General and administrative expenses also include legal costs (including costs under indemnification obligations to former executives) associated with the investigation by the SEC related to the Company’s financial restatements for the fiscal years 2001 and 2002. General and administrative expenses decreased $1,122,000 to $5,095,000, or 14% of total revenues, for the year ended December 31, 2005 from

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$6,217,000, or 20% of total revenues, for the year ended December 31, 2004. The decrease was primarily due to lower legal costs associated with the SEC investigation. The decrease from the prior year was also attributable to a reduction in allocated rent expense resulting from the Company’s restructuring of its UK office lease in 2004. The Company will continue to closely monitor general and administrative costs.

Restructuring Expense

      In the fourth quarter of 2003, the Company adopted a plan of restructuring to reduce operating costs. Under this plan, the Company had ceased to use, and made the determination that it had no future use of or benefit from, certain space pertaining to its Westborough headquarters’ office lease. The Company also commenced negotiations with its landlord to settle amounts related to its lease in general and the abandoned space in particular. These negotiations were completed in January 2004, and as a result, the Company was able to estimate the cost to exit this facility. Additionally, the Company determined that it would dispose of certain assets, which were removed from service shortly after the implementation of the plan. As a result of this restructuring plan, the Company recorded a restructuring expense of $3,238,000. Restructuring expense included a $3,000,000 fee paid to the landlord for the abandoned space, an adjustment of $162,000 to reduce the Company’s deferred rent expense, transaction costs of $350,000 for professional service fees (brokerage and legal) and $50,000 in non-cash charges relating to the disposition of certain assets. In the second quarter of 2004, the Company recorded a credit to the restructuring charge of $27,000 as a change in estimate due to lower than anticipated professional service fees. The restructuring costs were fully paid as of December 31, 2004.

      Activity related to the restructuring accrual for the renegotiation of the Westborough headquarters’ office lease during 2004 was as follows:

	Balance at								Balance at
	January 1,					Payments and			December 31,
	2004		Adjustment			Write-Offs			2004
Facility exit costs	$	3,050,000	$	—		$	(3,050,000	)	$	—
Professional service fees		350,000		(27,000	)		(323,000	)		—
Total	$	3,400,000	$	(27,000	)	$	(3,373,000	)	$	—

      In the second quarter of 2004, the Company adopted a plan of restructuring to reduce operating costs. Under this plan, the Company made the determination that it had no future use of or benefit from, certain space pertaining to its UK office lease. In June 2004, the Company entered into a sublease agreement with a subtenant for a portion of the 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.

      Activity related to the restructuring of the UK office lease during 2004 and 2005 was as follows:

	Balance at							Balance at					Balance at
	January 1,		Restructuring					December 31,					December 31,
	2004		Expenses		Payments			2004		Payments			2005
Facility exit costs	$	—	$	467,000	$	(94,000	)	$	373,000	$	(143,000	)	$	230,000
Other direct costs		—		137,000		(137,000	)		—		—			—
Total	$	—	$	604,000	$	(231,000	)	$	373,000	$	(143,000	)	$	230,000

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Amortization of Acquired Intangible Asset

      Amortization expense for the acquired intangible asset, customer relationships, associated with the Dynamic Decisions acquisition in March 2001 was $250,000 for the years ended December 31, 2005 and 2004, respectively. The amortization expense will continue to be ratably amortized through the first quarter of 2007.

Non-Operating Income (Expenses)

Interest and Other Income, Net

      Interest and other income, net consists primarily of interest income, interest expense and gains and losses on foreign currency exchange fluctuations.

      Interest and other income, net decreased to income of $173,000 for the year ended December 31, 2005 from income of $313,000 for the year ended December 31, 2004. The decrease was mainly due to foreign currency exchange rate fluctuations, primarily the Euro, the British Pound, and the Australian dollar, on intercompany balances, which are considered short-term in nature and are denominated in the Company’s foreign subsidiaries’ local currencies. In particular, the Company recorded a loss on foreign exchange of approximately $292,000 for the year ended December 31, 2005, compared to a gain of $407,000 for the year ended December 31, 2004. The decrease in interest and other income, net was partially offset by an increase in interest income due to higher interest rates earned on higher average cash and short-term investments balances.

Net Gain from Sale of CRM Assets

      In the first quarter of 2003, the Company completed the sale of certain assets relating to its CRM Assets to iET Acquisition, LLC (“iET”), a wholly-owned subsidiary of Platinum Equity Holdings, LLC for $5,750,000 in cash consideration, of which $487,000 was paid back as of December 31, 2003 to iET for net working capital adjustments. The sale excluded approximately $2,800,000 in net accounts receivable generated from the sale of CRM products and services. Accordingly, the Company recorded a net gain before tax of $7,910,000 for the year ended December 31, 2003, which includes net cash consideration of $5,263,000 and $3,552,000 of net liabilities assumed by iET less transaction costs of $905,000.

      During 2004, the Company reversed an accrual related to the sale of the CRM Assets since there were no identified remaining transaction costs or post-closing adjustments. This reversal resulted in an adjustment 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.

Provision for 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 $357,000 and $225,000 for years ended December 31, 2005 and 2004, respectively. The effective tax rates were significantly less than the U.S. federal statutory rate primarily as a result of the anticipated utilization of domestic net operating loss carryforwards, which have resulted in the release of a portion of the previously established valuation allowance. The effective tax rate was further decreased by 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 in the year ended December 31, 2005. The tax provision was also impacted by foreign deferred income tax expense (benefit) of $250,000 and $(496,000) for the years ended December 31, 2005 and 2004, respectively.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

      Total revenues in 2004 increased 13% to $30,915,000 compared to $27,355,000 in 2003. Revenues for the year ended December 31, 2003 include $1,252,000 from the Company’s CRM Assets, which was sold during the first quarter of 2003. Software license revenue increased $3,006,000 in 2004 to $16,228,000 from $13,222,000 in 2003. Domestic software license revenue increased 36% to $5,767,000 in 2004 from $4,244,000

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in 2003. This increase in software license revenue was partially attributable to the Company’s first-ever license transaction in excess of $1 million completed in the fourth quarter of 2004. International software license revenue increased 17% to $10,461,000 in 2004 from $8,978,000 in 2003.

      Professional services and maintenance revenues increased by 4% to $14,687,000 in 2004 as compared to $14,133,000 in 2003. Maintenance revenues increased 20% to $13,274,000 in 2004 compared to $11,096,000 in 2003, while professional services revenues decreased 53% to $1,413,000 in 2004 compared to $3,037,000 in 2003. The increase in maintenance revenue was primarily attributable to the sale of software licenses to new customers coupled with high rates of renewals of annual maintenance contracts from the sale of licenses in prior periods. The decreases in professional services revenue were primarily due to the Company’s greater reliance on its partners to perform these services.

      Gross margin increased to 87% in 2004 from 74% in 2003. Software license revenue gross margin increased to 97% in 2004 from 86% in 2003, which was primarily due to a decrease of $930,000 in the amortization of capitalized software development costs for the year ended December 31, 2004 compared to the prior year. Capitalized software development costs were fully amortized in the second quarter of 2004. The decrease was also attributable to a reduction of $540,000 in third-party software royalties paid by the Company in 2004 compared to 2003. Professional services and maintenance revenue gross margin increased to 75% in 2004 from 63% in 2003. This improvement in gross margin was due to the Company’s decrease in the number of professional service employees as a result of transfers in conjunction with the sale of the CRM Assets in the first quarter of 2003 as well as the change in revenue mix from lower margin consulting revenues to higher margin maintenance revenues.

      Sales and marketing expenses decreased $159,000 to $10,588,000 for the year ended December 31, 2004 from $10,747,000 for the year ended December 31, 2003. Sales and marketing expenses as a percentage of total revenues were 34% and 39% for the years ended December 31, 2004 and 2003, respectively. The decrease in sales and marketing expenses was primarily due to a decrease in sales and marketing costs related to its CRM product and decreases in sales and marketing employees and their related salaries as a result of transfers in conjunction with the sale of the CRM Assets in the first quarter of 2003.

      Product development expenses decreased $727,000 to $4,785,000 for the year ended December 31, 2004 from $5,512,000 for the year ended December 31, 2003. These expenses represent 15% of total revenues for the year ended December 31, 2004, as compared to 20% of total revenues for the year ended December 31, 2003. The decrease in product development expenses was primarily due to the transfer of product development employees in conjunction with the sale of the CRM Assets in the first quarter of 2003. The decrease was also attributable to a reduction in allocated rent expense resulting from the Company’s restructuring of its headquarters’ lease in January 2004.

      General and administrative expenses decreased $1,436,000, to $6,217,000, or 20% of total revenues, for the year ended December 31, 2004 from $7,653,000, or 28% of total revenues, for the year ended December 31, 2003. The 2004 decrease was primarily due to executive severance costs and stock-based compensation expenses related to certain executive stock options being lower than in 2003. The decrease was also attributable to a reduction in allocated rent expense for 2004, resulting from the Company’s restructuring of its headquarters’ lease in January 2004.

      In the fourth quarter of 2003, the Company adopted a plan of restructuring to reduce operating costs. Under this plan, the Company ceased to use, and made the determination that it had no future use of or benefit from, certain space pertaining to its Westborough headquarters’ office lease. The Company also commenced negotiations with its landlord to settle amounts related to its lease in general and the abandoned space in particular. These negotiations were completed in January 2004, and as a result, the Company was able to estimate the cost to exit this facility. Additionally, the Company determined that it would dispose of certain assets, which were removed from service shortly after the implementation of the plan. As a result of this restructuring plan, the Company recorded restructuring expense of $3,238,000, which included a $3,000,000 fee paid to the landlord for the abandoned space, an adjustment of $162,000 to reduce the Company’s deferred rent expense, transaction costs of $350,000 for professional service fees (brokerage and legal) and $50,000 in non-cash charges relating to the disposition of certain assets. In the second quarter of

23

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.

      In the second quarter of 2004, the Company adopted a plan of restructuring to reduce operating costs. Under this plan, the Company made the determination that it had no future use of or benefit from, certain space pertaining to its UK office lease. In June 2004, the Company entered into a sublease agreement with a subtenant for a portion of the 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 related professional services, including legal fees, broker fees and certain build-out costs, incurred in connection with the exiting of the facility.

      Compensation expenses and amortization of acquired intangibles consists primarily of contingent cash consideration relating to the Company’s March 2001 acquisition of Dynamic Decisions and the amortization of identified intangible assets, consisting of customer relationships, associated with the acquisition. For the year ended 2003, the Company recorded compensation expense related to these contingent payments of $583,000. Amortization expense for the customer relationships associated with the Dynamic Decisions acquisition was $250,000 for the years ended 2004 and 2003, respectively. All contingent amounts due for the Dynamic Decisions acquisition had been paid in 2003 and no further amounts are due.

      Interest and other income (expense) decreased to income of $313,000 for the year ended December 31, 2004, as compared to income of $933,000 for the year ended December 31, 2003. The decrease was primarily due to a lower net gain on foreign currency exchange fluctuations in 2004 compared to 2003 coupled with a provision of approximately $300,000 recorded in the fourth quarter of 2004 which represents the Company’s estimated exposure relating to an on-going unclaimed abandoned property audit by the Commonwealth of Massachusetts. This decrease in other income was offset by a gain recorded in the second quarter of 2004 of approximately $195,000 relating to the sale of its French subsidiary in second quarter of 2001. The Company received $195,000 from the buyer which had been held in escrow pending the outcome of a tax audit.

      In December 2002, the Company sold the stock of its Dutch subsidiary and recorded a gain from the sale of $141,000. The transaction included substantially all of the subsidiary’s assets and liabilities and an amendment to the existing distribution agreement between the Company and the purchaser to provide the purchaser exclusive rights to resell the Company’s CRM products in the Netherlands. In 2003, the Company eliminated the gain on the sale as a result of certain post-closing adjustments and recorded an additional accrual of transaction costs.

Liquidity and Capital Resources

      The Company derives its liquidity and capital resources primarily from the Company’s cash flows from operations. The Company’s cash and cash equivalent balances were $20,740,000 and $15,924,000 as of December 31, 2005 and 2004, respectively, which excludes restricted cash of $500,000 and $400,000, respectively. The Company’s days sales outstanding (“DSO”) in accounts receivable was 65 days as of December 31, 2005, compared with 59 days as of December 31, 2004.

      Cash provided by the Company’s operating activities was $7,314,000 for the year ended December 31, 2005 compared to cash provided by operating activities of $1,136,000 for the prior year. Cash provided by operating activities was primarily due to net income of $6,738,000 for the year ended December 31, 2005 and increase in deferred revenue of $1,291,000, partially offset by an increase in accounts receivable of $2,527,000.

      Cash used in investing activities totaled $4,876,000 for the year ended December 31, 2005 compared to cash provided by investing activities of $291,000 for the year ended December 31, 2004. Cash used in investing activities consisted primarily of the Company’s net purchase of approximately $4,198,000 of short-term investments during 2005.

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      Cash provided by financing activities totaled $2,616,000 for the year ended December 31, 2005, which consisted of proceeds of $1,724,000 from the issuance of stock under stock plans, coupled with cash proceeds of $892,000 from the settlement of certain executive loans. This compares to total cash provided by financing activities of $5,155,000 for the year ended December 31, 2004, which included cash proceeds of $2,989,000, net of issuance costs, from the sale of common stock in February 2004 to a member of the Company’s Board of Directors, along with another investor who is related to the Board member.

      Cash paid for income taxes by the Company of $380,000 and $949,000 for the years ended December 31, 2005 and 2004, respectively, was primarily due to foreign taxes paid by the Company’s foreign subsidiaries.

      The Company has future cash commitments pertaining to its contractual obligations under its non-cancelable leases. The Company’s future minimum operating and capital lease payments for its office facilities and certain equipment as of December 31, 2005 are:

			Less Than						After
	Total Years		1 Year		1-3 Years		4-5 Years		5 Years
Non-cancelable operating leases	$	4,547,000	$	1,099,000	$	1,869,000	$	1,530,000	$	49,000
Non-cancelable capital leases		72,000		33,000		39,000		—		—
Total contractual cash obligations	$	4,619,000	$	1,132,000	$	1,908,000	$	1,530,000	$	49,000

      In April 2005, the Company renewed its credit facility, which provides for loans and other financial accommodations, with Silicon Valley Bank (“SVB”). The renewed credit facility is a domestic working capital line of credit with an interest rate equal to the prime interest rate and is in 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 facility will expire in March 2007.

      The Company does not have any off-balance-sheet arrangements with unconsolidated entities or related parties, and as such, the Company’s liquidity and capital resources are not subject to off-balance-sheet risks from unconsolidated entities.

      For the years ended December 31, 2005 and 2004, the Company achieved operating profitability and generated positive operating cash flow. The Company, however, incurred operating losses and negative cash flows for the last several years prior to 2004. As of December 31, 2005, the Company had an accumulated deficit of $33.9 million. Management’s plans include increasing revenues and generating positive cash flows from operations. The Company currently expects that the principal sources of funding for its operating expenses, capital expenditures and other liquidity needs will be a combination of its available cash and short-term investment balances, funds expected to be generated from operations, and the SVB credit facility. The availability of borrowings under the Company’s credit facility is subject to the maintenance of certain financial covenants and the borrowing limits described above. The Company believes that the sources of funds currently available will be sufficient to fund its operations for at least the next 12 months. However, there are a number of factors that may negatively impact the Company’s available sources of funds. The amount of cash generated from or used by operations will be dependent primarily upon the successful execution of the Company’s business plan, including increasing revenues and reinvesting into its sales and marketing and product development. If the Company does not meet its plans to generate sufficient revenue or positive cash flows, it may need to raise additional capital or reduce spending.

New Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R), “Share-Based Payment” (“SFAS 123R”). This Statement is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. SFAS 123R requires a company to measure the grant date fair value of equity awards given to employees in exchange for services and recognize

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that cost over the period that such services are performed. We adopted SFAS 123R on January 1, 2006 using the modified-prospective transition method.

      Adoption of SFAS 123R will materially increase our stock compensation expense and decrease our net income and basic and diluted earnings per share. However, adoption of SFAS 123R will have no impact on our financial position. The Company expects stock-based compensation expense in 2006, relating to unvested, outstanding stock options as of December 31, 2005, will be in the range of $1.2 million to $1.5 million. The Company also expects that the additional grants of share-based awards will further increase our stock compensation expense to be recorded in 2006. These assumptions are highly subjective and changes in these assumptions would materially affect the Company’s estimates. SFAS 123R also requires that the excess tax benefits related to stock compensation be reported as a cash inflow from financing activities rather than as a reduction of taxes paid in cash from operations.

      In November 2005, the FASB issued FASB Staff Position FAS115-1/124-1, The meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (“FSP FAS 115-1/124-1”). This position amends FASB Statements No. 115, Accounting for Certain Investments in Debt and Equity Securities, and No. 124, The Equity Method of Accounting for Investments in Common Stock. This position specifies guidance to be used in determining whether an investment is other than temporarily impaired. This position is effective for reporting periods beginning after December 15, 2005. The Company does not expect adoption of this statement to have a material impact on its financial position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

      As a multinational corporation, the Company is exposed to market risk, primarily from changes in foreign currency exchange rates, in particular the British pound, the Euro and the Australian dollar. These exposures may change over time and could have a material adverse impact on the Company’s financial results. Most of the Company’s international sales through its subsidiaries are denominated in foreign currencies. Although foreign currency exchange rates have fluctuated significantly in recent years, the Company’s exposure to changes in net income, due to foreign currency exchange rates fluctuations, in the Company’s foreign subsidiaries is mitigated to some extent by expenses incurred by the foreign subsidiary in the same currency. The Company’s primary foreign currency exposures relate to its short-term intercompany balances with its foreign subsidiaries, primarily the Australian dollar. The Company’s foreign subsidiaries have functional currencies denominated in the Euro, Australian dollar, British pound and Swiss franc. Intercompany transactions denominated in these currencies are remeasured at each period end with any exchange gains or losses recorded in the Company’s consolidated statements of operations. During 2005, the Company reported a net loss on foreign exchange of approximately $292,000 in its Consolidated Financial Statements of Operations, primarily due to unfavorable movements in the Australian dollar exchange rate. Based on foreign currency exposures existing at December 31, 2005, a 10% unfavorable movement in foreign exchange rates related to the British pound, Euro, Australian dollar, and Swiss franc would result in an approximately $706,000 reduction to earnings. The Company has currently not engaged in activities to hedge these exposures.

      At December 31, 2005, the Company held $20,740,000 in cash and cash equivalents, excluding $500,000 of restricted cash, consisting primarily of money market funds, and $4,198,000 in short-term investments. Cash equivalents are classified as available for sale and carried at fair value, which approximates cost. Short-term investments are classified as available for sale and carried at amortized cost, which approximates their fair value. A hypothetical 10% increase in interest rates would not have a material impact on the fair market value of these instruments due to their short maturity and the Company’s intention that all the securities will be sold within one year.

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Item 8. Financial Statements and Supplementary Data

Supplemental Quarterly Financial Data

	Q1 2005			Q2 2005			Q3 2005			Q4 2005
	(Unaudited)
	(In thousands, except per share amounts)
Revenue from continuing operations	$	7,648		$	9,432		$	8,814		$	11,084
Gross margin from continuing operations	$	6,667		$	8,411		$	7,816		$	10,079
Amortization of acquired intangible asset	$	63		$	62		$	63		$	62
Income from continuing operations	$	631		$	1,728		$	1,973		$	2,506
Loss from discontinued operations	$	(20	)	$	(30	)	$	(20	)	$	(30	)
Net income	$	611		$	1,698		$	1,953		$	2,476
Net income per share, basic	$	0.04		$	0.12		$	0.13		$	0.17
Net income per share, diluted	$	0.04		$	0.11		$	0.12		$	0.15
Weighted average number of basic shares outstanding		14,456			14,627			14,744			14,845
Weighted average number of diluted shares outstanding		16,417			16,129			16,534			16,672

	Q1 2004			Q2 2004			Q3 2004			Q4 2004
	(Unaudited)
	(In thousands, except per share amounts)
Revenue from continuing operations	$	7,383		$	7,263		$	6,909		$	9,360
Gross margin from continuing operations	$	6,154		$	6,135		$	6,046		$	8,541
Restructuring expenses	$	—		$	(27	)	$	604		$	—
Amortization of acquired intangible asset	$	63		$	62		$	63		$	62
Net gain from sale of CRM assets	$	10		$	—		$	—		$	251
Income from continuing operations	$	764		$	469		$	452		$	3,123
Loss from discontinued operations	$	(26	)	$	(18	)	$	(36	)	$	(26	)
Net income	$	738		$	451		$	416		$	3,097
Net income per share, basic	$	0.05		$	0.03		$	0.03		$	0.22
Net income per share, diluted	$	0.05		$	0.03		$	0.03		$	0.20
Weighted average number of basic shares outstanding		13,466			14,158			14,243			14,281
Weighted average number of diluted shares outstanding		15,010			15,725			15,539			15,631

Financial Statements

      The Company’s Consolidated Financial Statements are listed under Item 15 of this Annual Report on Form 10-K and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      Not applicable.

Item 9A. Controls and Procedures

      The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2005. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a

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company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of December 31, 2005, the Company’s chief executive officer and chief financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

      No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

      Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant

      The response to this item is contained in part under the caption “Directors and Executive Officers of the Registrant” in Part I of this Annual Report on Form 10-K, and in part in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on June 8, 2006 (the “2006 Proxy Statement”) in the sections entitled “Board of Directors and Corporate Governance Information — Members of the Board of Directors”, “Board of Directors and Corporate Governance Information — Director Candidates”, “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance”, “Board of Directors and Corporate Governance Information — Board Committees,” and “Board of Directors and Corporate Governance Information — Code of Business Conduct and Ethics,” which sections are incorporated herein by reference.

Item 11. Executive Compensation

      The response to this item is contained in the 2006 Proxy Statement in the section entitled “Executive Compensation And Related Matters”, which section is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      The response to this item is contained in the 2006 Proxy Statement in the sections entitled “General Information About the Annual Meeting — Beneficial Ownership of Voting Stock”, “Executive Compensation and Related Matters — Equity Compensation Plan Disclosure” and “Executive Compensation and Related Matters — Retention Arrangements”, which sections are incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

      The response to this item is contained in the 2006 Proxy Statement in the section entitled “Executive Compensation and Related Matters — Certain Relationships and Related Transactions”, which section is incorporated herein by reference.

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Item 14. Independent Registered Public Accountant Fees and Services

      The information required by this item is contained in the 2006 Proxy Statement “Proposal 3 — Ratification of Selection of Independent Auditors — Independent Registered Public Accountants’ Fees And Other Matters”, which section is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

      (a) The following are filed as part of this Annual Report on Form 10-K.

      1. Consolidated Financial Statements.

      The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements and Financial Statement Schedule are filed as a part of this Annual Report on Form 10-K.

      2. Consolidated Financial Statement Schedules.

      All schedules have been omitted because the required information either is not applicable or is shown in the financial statements or notes thereto

      3. Exhibits.

      The exhibits filed as a part of this Annual Report on Form 10-K are as follows:

2	.1(1)	—	Asset Purchase Agreement, dated January 21, 2003, by and between iET Acquisition, LLC and the Registrant.
3	.1(2)	—	Restated Articles of Organization.
3	.2(14)	—	Amended and Restated By-laws.
4	.1(3)	—	Form of Rights Agreement, dated as of September 18, 2000, between the Registrant and American Stock Transfer & Trust Company, which includes as Exhibit A the terms of the Series A Junior Participating Preferred Stock, as Exhibit B the Form of Rights Certificate, and as Exhibit C the Summary of Rights to Purchase Preferred Stock.
4	.2(8)	—	First Amendment to Form of Rights Agreement, dated February 27, 2004, between the Registrant and American Stock Transfer & Trust Company.
10	.1(4)†	—	Applix, Inc. 1994 Equity Incentive Plan, as amended.
10	.3(5)†	—	Applix, Inc. 2000 Director Stock Option Plan, as amended.
10	.4(6)†	—	Applix, Inc. 2001 Employee Stock Purchase Plan.
10	.5(7)	—	Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the Registrant, dated January 23, 2001.
10	.6(11)	—	Letter of Intent Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the Registrant, dated December 12, 2003.
10	.7(11)	—	First Amendment of Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the Registrant dated December 31, 2003.
10	.8(11)	—	Second Amendment of Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the Registrant dated January 22, 2004.
10	.10(6)†	—	Executive Stock Option Acceleration Agreement between the Registrant and Craig Cervo, dated June 9, 2000.
10	.11(9)†	—	Executive Change-in-Control Agreement between the Registrant and Craig Cervo, dated April 9, 2003.
10	.12(10)†	—	Retention Agreement between the Registrant and David C. Mahoney, dated May 1, 2003.
10	.13(10)†	—	Retention Agreement between the Registrant and Milton A. Alpern, dated June 16, 2003.
10	.14(11)	—	Purchase Agreement by and between Brad Fire and the Registrant, dated February 27, 2004.

29

10	.15(11)	—	Purchase Agreement by and between Jeffrey A. Dryer and the Registrant, dated February 27, 2004.
10	.16(11)	—	Loan and Security Agreement, dated March 19, 2004 between the Registrant and Silicon Valley Bank.
10	.17†	—	Applix, Inc. 2003 Director Equity Plan, as amended.
10	.18(12)†	—	Retention Agreement between the Registrant and Michael Morrison, dated as of June 1, 2004.
10	.19(16)†	—	Applix, Inc. 2004 Equity Incentive Plan, as amended.
10	.20(12)†	—	Form of Incentive Stock Option Agreement for the 2004 Equity Incentive Plan.
10	.21(12)†	—	Form of Nonstatutory Stock Option Agreement for the 2004 Equity Incentive Plan.
10	.22(13)†	—	Summary of 2004 Management Incentive Compensation Plan.
10	.23(13)†	—	Form of Stock Option Agreement for 2003 Director Equity Plan.
10	.24†	—	Summary of Compensation Policy for Directors of Applix, Inc.
10	.25(15)	—	First Loan Modification Agreement.
10	.26(15)	—	Summary of 2005 Management Incentive Plan.
10	.27(17)	—	Letter Agreement between Applix, Inc. and Craig Cervo, dated October 26, 2005.
10	.28(18)	—	2006 Executive Officer Bonus Plan.
21	.1	—	Subsidiaries of the Registrant.
23	.1	—	Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
31	.1	—	Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31	.2	—	Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32	.1	—	Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer).
32	.2	—	Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer).

1.	Incorporated by reference from the Registrant’s Current Report on Form 8-K, as filed with the Commission on February 5, 2003.
2.	Incorporated by reference from the Registrant’s Registration Statement on Form S-1 (File No. 33-85688).
3.	Incorporated by reference to the Registrant’s Registration Statement on Form 8-A dated September 20, 2000.
4.	Incorporated by reference to the Registrant’s Proxy Statement on Schedule 14A, as filed with the Commission on April 3, 2001.
5.	Incorporated by reference to the Registrant’s Report on Form 10-Q for the fiscal quarter ended June 30, 2002, as filed with the Commission on August 14, 2002.
6.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001, as filed with the Commission on August 13, 2001.
7.	Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2000, as originally filed with the Commission on April 2, 2001 and amended on June 15, 2001.
8.	Incorporated by reference to the Registrant’s Current Report on Form 8-K/ A, as filed with the Commission on March 4, 2004.
9.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003, as filed with the Commission on May 15, 2003.

10.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003, as filed with the Commission on August 14, 2003.
11.	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 30, 2004.

30

12.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as filed with the Commission on August 13, 2004.
13.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, as filed with the Commission on November 15, 2004.
14.	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Commission on March 31, 2005.
15.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005, as filed with the Commission on May 16, 2005.
16.	Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on June 15, 2005.
17.	Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on October 31, 2005.
18.	Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on March 1, 2006.

†  Management contract or compensatory plan.

31

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf as of March 31, 2006 by the undersigned, thereunto duly authorized.

Applix, Inc.

By:  /s/ David C. Mahoney

David C. Mahoney

President and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David C. Mahoney David C. Mahoney	President and Chief Executive Officer (Principal Executive Officer)	March 31, 2006
/s/ Milton A. Alpern Milton A. Alpern	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	March 31, 2006
/s/ John D. Loewenberg John D. Loewenberg	Chairman of the Board of Directors	March 31, 2006
/s/ Bradley D. Fire Bradley D. Fire	Director	March 31, 2006
/s/ Peter Gyenes Peter Gyenes	Director	March 31, 2006
/s/ Alain J. Hanover Alain J. Hanover	Director	March 31, 2006
/s/ Charles F. Kane Charles F. Kane	Director	March 31, 2006

32

Index to Consolidated Financial Statements

	Page
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm		34
Consolidated Balance Sheets at December 31, 2005 and 2004		35
Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003		36
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2005, 2004 and 2003		37
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003		38
Notes to Consolidated Financial Statements		39

33

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, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Applix, Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

March 31, 2006

34

APPLIX, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts)

			December 31,
			2005			2004
ASSETS
Current assets:
		Cash and cash equivalents	$	20,740		$	15,924
		Short-term investments		4,198			—
		Accounts receivable, less allowance for doubtful accounts of $231 and $227, respectively		8,066			6,171
		Other current assets		1,295			1,207
		Deferred tax assets		164			496
	Total current assets			34,463			23,798
Restricted cash				500			400
Property and equipment, net				953			580
Other assets				712			687
Intangible assets, net of accumulated amortization of $1,188 and $938, respectively				312			562
Goodwill				1,158			1,158
TOTAL ASSETS			$	38,098		$	27,185
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
		Accounts payable	$	1,504		$	795
		Accrued expenses		5,460			5,177
		Accrued restructuring expenses, current portion		44			112
		Deferred revenues		9,143			8,421
Total current liabilities				16,151			14,505
Accrued restructuring expenses, long term portion				186			261
Other long term liabilities				133			181
Commitments and contingencies (Note 17)
Stockholders’ equity:
		Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
		Common stock, $.0025 par value; 30,000,000 shares authorized; 14,923,894 and 14,290,584 shares issued and outstanding, respectively		37			36
		Additional paid-in capital		57,178			54,348
		Accumulated deficit		(33,935	)		(40,673	)
		Accumulated other comprehensive loss		(1,652	)		(1,473	)
Total stockholders’ equity				21,628			12,238
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	38,098		$	27,185

See accompanying Notes to Consolidated Financial Statements.

35

APPLIX, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

			Years Ended December 31,
			2005			2004			2003
Revenues:
	Software license		$	19,488		$	16,228		$	13,222
	Professional services and maintenance			17,490			14,687			14,133
		Total revenues		36,978			30,915			27,355
Cost of revenues:
	Software license			117			427			1,850
	Professional services and maintenance			3,888			3,612			5,270
		Total cost of revenues		4,005			4,039			7,120
Gross margin				32,973			26,876			20,235
Operating expenses:
	Sales and marketing (includes $23 of stock-based compensation for the year ended December 31, 2003)			15,337			10,588			10,747
	Product development (includes $155 of stock-based compensation for the year ended December 31, 2005)			5,269			4,785			5,512
	General and administrative (includes $60, $60 and $267 of stock-based compensation for the years ended December 31, 2005, 2004 and 2003, respectively)			5,095			6,217			7,653
	Restructuring expense			—			577			3,238
	Contingent consideration and amortization of acquired intangible asset			250			250			833
		Total operating expenses		25,951			22,417			27,983
Operating income (loss)				7,022			4,459			(7,748	)
Non-operating income (expenses):
Interest and other income, net				173			313			933
Net loss from sale of subsidiary (Note 12)				—			—			(164	)
Net gain from sale of CRM assets (Note 13)				—			261			7,910
Income before taxes				7,195			5,033			931
Provision for income taxes				(357	)		(225	)		(764	)
Income from continuing operations				6,838			4,808			167
Discontinued operations:
		Loss from discontinued operations		(100	)		(106	)		(177	)
Net income (loss)			$	6,738		$	4,702		$	(10	)
Net income (loss) per share, basic and diluted:
	Continuing operations, basic		$	0.47		$	0.34		$	0.01
	Continuing operations, diluted		$	0.42		$	0.31		$	0.01
	Discontinued operations			(0.01	)		(0.01	)		(0.01	)
	Net income (loss) per share, basic		$	0.46		$	0.33		$	(0.00	)
	Net income (loss) per share, diluted		$	0.41		$	0.30		$	(0.00	)
Weighted average number of shares outstanding:
	Basic			14,669			14,038			12,601
	Diluted			16,451			15,482			13,197

See accompanying Notes to Consolidated Financial Statements.

36

APPLIX, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share amounts)

										Accumulated
										Other
				Additional						Comprehensive						Total
	Common			Paid-In			Accumulated			(Loss)			Treasury			Stockholders’
	Stock			Capital			Deficit			Income			Stock			Equity
Balance, January 1, 2003	$	32		$	49,600		$	(45,365	)	$	(487	)	$	(1,361	)	$	2,419
Net loss								(10	)								(10	)
Foreign currency exchange translation adjustment											(1,052	)					(1,052	)
Comprehensive loss																	(1,062	)
Stock issued under stock plans (549,573 shares)		1			897												898
Balance, December 31, 2003		33			50,497			(45,375	)		(1,539	)		(1,361	)		2,255
Net income								4,702									4,702
Foreign currency exchange translation adjustment											66						66
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
Foreign currency exchange translation adjustment											(178	)					(178	)
Unrealized gain on short-term investments											(1	)					(1	)
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

See accompanying Notes to Consolidated Financial Statements.

37

APPLIX, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

				Years Ended December 31,
				2005			2004			2003
				(In thousands)
Cash flows from operating activities:
	Net income (loss)			$	6,738		$	4,702		$	(10	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation			335			573			941
		Amortization			250			515			1,445
		Net gain on sale of CRM assets			—			(261	)		(7,910	)
		Loss on disposal of property and equipment			4			99			—
		Net loss on sale of subsidiary			—			—			164
		Non-cash restructuring expenses			—			—			50
		Non-cash stock compensation expense			215			60			290
		Deferred income taxes			221			(496	)		—
	Changes in operating assets and liabilities:
		(Increase) decrease in accounts receivable			(2,527	)		(144	)		1,048
		(Increase) decrease in other assets			(255	)		955			(909	)
		Increase (decrease) in accounts payable			653			(309	)		(1,243	)
		Increase (decrease) in accrued expenses			565			(1,612	)		(1,530	)
		(Decrease) increase in accrued restructuring expenses			(143	)		(3,027	)		3,279
		(Decrease) increase in other liabilities			(33	)		(304	)		9
		Increase (decrease) in deferred revenue			1,291			385			(10	)
			Cash provided by (used in) operating activities		7,314			1,136			(4,386	)
Cash flows from investing activities:
		Property and equipment expenditures			(578	)		(321	)		(194	)
		(Increase) decrease in restricted cash			(100	)		417			117
		Net proceeds from CRM sale			—			—			5,263
		Proceeds (payments) from sale of subsidiary			—			195			(145	)
		Purchases of short-term investments			(10,923	)		—			—
		Maturities of short-term investments			6,725			—			—
			Cash (used in) provided by investing activities		(4,876	)		291			5,041
Cash flows from financing activities:
		Proceeds from issuance of common stock under stock plans			1,724			1,935			898
		Proceeds from issuance of common stock to affiliate			—			2,989			—
		Proceeds from settlement of executive loans			892			231			—
		Payment on short-term borrowing			—			—			(237	)
			Cash provided by financing activities		2,616			5,155			661
Effect of exchange rate changes on cash					(238	)		101			(464	)
Increase in cash and cash equivalents					4,816			6,683			852
Cash and cash equivalents at beginning of period					15,924			9,241			8,389
Cash and cash equivalents at end of period				$	20,740		$	15,924		$	9,241
Supplemental disclosure of cash flow information
		Cash paid for income tax		$	380		$	949		$	574

See accompanying Notes to Consolidated Financial Statements.

38

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.

      Historically, the Company also provided customer relationship management (“CRM”) software solutions. The Company sold certain assets relating to its CRM software solutions (the “CRM Assets”) in the first quarter of 2003 (See Note 13). The Company’s operating results include those from its CRM software solutions up through the sale of the CRM Assets, which occurred on January 21, 2003, followed by a March 17, 2003 sale of certain assets relating to the German CRM operations.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Reclassification

      Changes in restricted cash balances of $(100,000), $417,000 and $117,000 have been reported as cash flows from investing activities in the Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003, respectively. Cash flows resulting from changes in restricted cash balances had previously been reported as cash flows from operating activities.

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, the allowance for doubtful accounts 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

39

APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	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.

      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 all elements are delivered, until services are performed or until fair value of the undelivered elements can be objectively determined. In circumstances where the Company offers significant and incremental fair value discounts for future purchases of other software products or services to its customers as part of an arrangement, utilizing the residual method, the Company defers the value of the discount and recognizes such discount to revenue as the related product or service is delivered.

      As part of an arrangement, end-user customers typically purchase maintenance contracts and in certain instances, professional services. Maintenance services include telephone and Web-based support as well as rights to unspecified upgrades and enhancements, when and if the Company makes them generally available. Substantially all of the 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, which is typically the contract’s renewal rate.

      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 and is typically a daily rate for professional services and a per class rate for training.

      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. In those instances where the Company has granted a customer rights to when-and-if available additional products, the Company recognizes the arrangement fee ratably over the term of the agreement.

      Generally, the 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

40

APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 are due 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.

      In some instances, indirect channel partners provide first level maintenance services to the end-user customer and the Company provides second level maintenance support to the indirect channel partner. The Company accounts for amounts received in these arrangements in accordance with Emerging Issues Task Force 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent”. When the Company receives a net fee from the indirect channel partner to provide second level support to the indirect channel partner, this amount is recorded as revenue over the term of the maintenance period at the net amount received because the Company: (1) does not collect the fees from the end-user customer (2) does not have latitude in establishing the price paid by the end-user customer for maintenance services and (3) does not have the latitude to select the supplier providing first level support. However, in circumstances where the Company renews maintenance contracts directly with the end-user customers, receives payment for the gross amount of the maintenance fee, has the ability to select the supplier for first level support, and the Company believes that it is the primary obligor for first level support to the end customer, the Company records revenue for the gross amounts received. In such circumstances, the Company remits a portion of the payment received to the indirect channel partner to provide first level support to the end-user customer, and such amounts are capitalized and amortized over the maintenance period. Under these arrangements, the Company recorded revenue over the related maintenance periods which aggregated to $433,000, $864,000 and $705,000 for the years ended December 31, 2005, 2004 and 2003, respectively.

Cash and Cash Equivalents

      Cash and cash equivalents include all highly liquid investments, including money market accounts, with a remaining maturity of three months or less at time of purchase. Cash and cash equivalents are carried at amortized cost, which approximates their fair value. Cash equivalents totaled $20,740,000 and $15,924,000 at December 31, 2005 and 2004, respectively.

      As of December 31, 2005 and 2004, $400,000 of restricted cash represents the required collateral on the Company’s lease of its headquarters located in Westborough, Massachusetts.

Short-term Investments

      Short-term investments are classified as “available for sale” and recorded at amortized cost which approximates their 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.

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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):

	2005			2004			2003
Balance, beginning of year	$	227		$	252		$	2,098
Bad debt expense		27			79			15
Write-offs and other		(23	)		(104	)		(1,861	)
Balance, end of year	$	231		$	227		$	252

Property and Equipment

      Property and equipment are recorded at 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 financed through capital lease agreements are depreciated by the straight-line method over the lease term.

	Estimated
	Useful Life
Asset Type	(In Years)
Office furniture	6
Leasehold improvement	5	(or life of lease, whichever is shorter)
Equipment	3
Computer equipment	3
Software	2 to 5

		December 31,
		2005			2004
		(In thousands)
Property and equipment:
	Computer equipment and software	$	2,100		$	1,849
	Furniture, equipment and leasehold improvements		1,394			1,241
		$	3,494		$	3,090
	Less: accumulated depreciation and amortization		(2,541	)		(2,510	)
		$	953		$	580

      During the fourth quarter of 2004, the Company performed a physical inventory of its fixed assets after the discovery that certain of its fully depreciated fixed assets could not be located. As a result, the Company

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

wrote down approximately $10 million of gross fixed assets and accumulated depreciation yielding a loss on disposal of property and equipment of approximately $99,000 which was recorded during the fourth quarter of 2004. Additionally, the Company recorded a loss of approximately $4,000 during 2005 on the disposal of property and equipment with a gross value totaling approximately $185,000.

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, 2005 or 2004. Amortization expense related to software development cost was $265,000 and $1,195,000 (which includes $249,000 of write-down to its net realizable value in 2003) for the years ended December 31, 2004 and 2003, respectively. As of December 31, 2005 and 2004, there were no capitalized software development costs.

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. The fair value of the reporting unit at September 30, 2005 and 2004 was estimated using the Market Value Approach. At September 30, 2005 and 2004, 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, typically 6 years. No impairment adjustments have been recorded to date.

      Amortization expense related to the Company’s sole intangible asset, the customer relationships acquired in the Dynamic Decisions acquisition, totaled $250,000 during 2005, 2004 and 2003, respectively. The estimated future annual amortization expense for this intangible asset remaining as of December 31, 2005 is as follows:

2006	$	250,000
2007		62,000
Total	$	312,000

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      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.

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 (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Dilutive net income (loss) is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect, if any, of potential incremental common shares, determined through the application of the treasury stock method under SFAS No. 128 “Earnings Per Share” to the stock options outstanding during the period.

			Year Ended December 31,
			2005			2004			2003
			(In thousands, except per share
			amounts)
Numerator:
Income from continuing operations			$	6,838		$	4,808		$	167
Loss from discontinued operations				(100	)		(106	)		(177	)
Net income (loss)			$	6,738		$	4,702		$	(10	)
Denominator:
Denominator for basic net income (loss) per share — Weighted shares outstanding				14,669			14,038			12,601
Diluted effect of assumed exercise of stock options				1,782			1,444			596
Denominator for diluted net income (loss) per share				16,451			15,482			13,197
Basic net income (loss) per share
	Continuing operations		$	0.47		$	0.34		$	0.01
	Discontinued operations		$	(0.01	)	$	(0.01	)	$	(0.01	)
		Total net income (loss) per share	$	0.46		$	0.33		$	(0.00	)

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

			Year Ended December 31,
			2005			2004			2003
			(In thousands, except per share
			amounts)
Diluted net income (loss) per share
	Continuing operations		$	0.42		$	0.31		$	0.01
	Discontinued operations		$	(0.01	)	$	(0.01	)	$	(0.01	)
		Total net income (loss) per share	$	0.41		$	0.30		$	(0.00	)

      Common stock equivalents (stock options) of 114,771, 554,905 and 3,691,040 were excluded from the calculation of diluted earnings per share for the years ended December 31, 2005, 2004 and 2003, respectively, because these options were anti-dilutive as either the Company reported a net loss for the period or the stock option exercise price exceeded the average market price for the respective periods. However, these options could be dilutive in the future.

Foreign Currency Translation

      The Company considers the functional currency of its foreign subsidiaries to be the local currency, and accordingly, the financial statements of the foreign subsidiaries are translated into U.S. dollars using exchange rates in effect at the period end for assets and liabilities and average exchange rates during each reporting period for the results of operations. Adjustments resulting from translation of foreign subsidiary financial statements are reported on the balance sheet in accumulated other comprehensive income (loss) within stockholders’ equity. The Company has determined that its intercompany payables and receivables balances with its foreign subsidiaries are short-term in nature and as a result, the Company re-measures these balances at each period end and records any related foreign currency gains and losses in its consolidated statements of operations. The short-term intercompany balances with its foreign subsidiaries are denominated in the British pound, the Euro, the Australian dollar, and the Swiss franc. For the year ended December 31, 2005, the Company recorded a net loss of $292,000 on foreign exchange in its consolidated statements of operations, primarily due to the strengthening U.S. dollar against the Australian dollar and the Euro. For the years ended December 31, 2004 and 2003, foreign exchange net gains recorded in the consolidated statements of operations totaled $407,000 and $945,000, respectively, primarily as a result of the strengthening Euro, British pound and Australian dollar against the U.S. dollar.

Comprehensive Income (Loss)

      Components of comprehensive income (loss) include net income (loss) 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.

Advertising Expense

      Advertising costs are expensed as incurred. Advertising expense amounted to $244,000, $62,000 and $34,000 in 2005, 2004 and 2003, respectively.

Stock-Based Compensation

      The Company periodically grants stock options for a fixed number of shares to employees and directors with an exercise price equal to the fair market value of the shares at the date of the grant. The Company accounts for stock option grants to employees and directors using the intrinsic value method. Under the intrinsic value method, compensation associated with stock awards to employees and directors is determined

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

as the difference, if any, between the current fair value of the underlying common stock on the date compensation is measured and the price the employee or director must pay to exercise the award. The measurement date for employee awards is generally the date of grant.

      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			2003
Expected life (years)		4			4			4
Expected stock price volatility		74.9	%		80.0	%		83.5	%
Risk free interest rate		4.34	%		3.00	%		2.61	%

      If compensation expense had been recorded based on the fair value of stock awards at the date of grant, the Company’s net income (loss) and net income (loss) per share would have been adjusted to the pro forma amounts presented below (in thousands, except for per share amounts):

	Year Ended December 31,
	2005			2004			2003
Net income (loss), as reported	$	6,738		$	4,702		$	(10	)
Add: Stock-based employee compensation expense included in reported net income (loss)		215			60			290
Deduct: Total stock-based employee compensation expense determined under fair value method		(1,941	)		(1,291	)		(2,370	)
Pro forma net income (loss)	$	5,012		$	3,471		$	(2,090	)
Net income (loss) per share:
Basic — as reported	$	0.46		$	0.33		$	(0.00	)
Diluted — as reported	$	0.41		$	0.30		$	(0.00	)
Basic — pro forma	$	0.34		$	0.25		$	(0.17	)
Diluted — pro forma	$	0.31		$	0.23		$	(0.17	)
Weighted average number of shares outstanding:
Basic		14,669			14,038			12,601
Diluted		16,027			15,187			12,601

New Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R), “Share-Based Payment” (“SFAS 123R”). This Statement is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. SFAS 123R requires a 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. In April 2005, the SEC announced that the SFAS 123R effective transition date will be extended to the first annual period beginning after June 15, 2005. We adopted SFAS 123R on January 1, 2006 using the modified-prospective transition method.

      Adoption of SFAS 123R will materially increase our stock compensation expense and decrease our net income and basic and diluted earnings per share. However, adoption of SFAS 123R will have no impact on our financial position. The Company expects stock-based compensation expense in 2006, relating to unvested,

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

outstanding stock options as of December 31, 2005, will be in the range of $1.2 million to $1.5 million. The Company also expects that the additional grants of share-based awards will further increase our stock compensation expense to be recorded in 2006. These assumptions are highly subjective and changes in these assumptions would materially affect the Company’s estimates. SFAS 123R also requires that the excess tax benefits related to stock compensation be reported as a cash inflow from financing activities rather than as a reduction of taxes paid in cash from operations.

      In November 2005, the FASB issued FASB Staff Position FAS115-1/124-1, The meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (“FSP FAS 115-1/124-1”). This position amends FASB Statements No. 115, Accounting for Certain Investments in Debt and Equity Securities, and No. 124, The Equity Method of Accounting for Investments in Common Stock. This position specifies guidance to be used in determining whether an investment is other than temporarily impaired. This position is effective for reporting periods beginning after December 15, 2005. The Company does not expect adoption of this statement to have a material impact on its financial position or results of operations.

3. DISCONTINUED OPERATIONS

      On March 31, 2001, the Company completed the sale of the VistaSource business, including all of its domestic and foreign operations. The Company’s results of operations for the years ended December 31, 2005, 2004 and 2003 included costs of $100,000, $106,000 and $177,000, respectively. These costs primarily relate to legal and accounting costs associated with the dissolution of the VistaSource business in Europe.

4. SHORT-TERM INVESTMENTS

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

			December 31, 2005
			Unrealized		Unrealized
	Cost Basis		Gains		Losses			Fair Value
Debt securities	$	4,199	$	—	$	(1	)	$	4,198

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

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

5. ACCRUED EXPENSES

      Accrued expenses at December 31, 2005 and 2004 consisted of the following (in thousands):

	2005		2004
Income taxes	$	756	$	1,044
Sales and value added taxes		977		844
Compensation and benefits		2,260		1,707
Other		1,467		1,582
Total	$	5,460	$	5,177

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6. INCOME TAXES

      Income (loss) from continuing operations before income taxes was taxed under the following jurisdictions (in thousands):

				2005		2004			2003
Domestic				$	6,750	$	3,875		$	(1,018	)
Foreign					445		1,158			1,949
		Total		$	7,195	$	5,033		$	931
The components of the income tax provision (benefit) from continuing operations are as follows (in thousands):
Current:
	Federal and state			$	95	$	(98	)	$	(128	)
	Foreign				12		819			892
			Total Current		107		721			764
Deferred:
	Federal and state				—		—			—
	Foreign				250		(496	)		—
			Total Deferred		250		(496	)		—
			Total Income Tax Provision	$	357	$	225		$	764

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

			2005			2004
Deferred tax assets:
	Net operating loss carryforwards		$	6,610		$	9,572
	Accounts receivable			75			59
	Accrued expenses			279			535
	Accrued compensation and benefits			222			371
	Property and equipment			83			80
	Tax credit carryforwards			3,405			3,507
		Total deferred tax assets		10,674			14,124
Deferred tax liabilities:
	Basis differences of intangible asset			(94	)		(169	)
		Total deferred tax liabilities		(94	)		(169	)
Valuation allowance				(10,510	)		(13,628	)
Net deferred tax asset			$	70		$	327

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

	2005			2004			2003
U.S. federal statutory rate	$	2,446		$	1,711		$	(402	)
Foreign tax rate differentials		110			217			(856	)
Permanent items		72			34			24
State income taxes		—			30			53
Other		95			32			—
(Benefit from utilization of NOLs) unbenefitted losses		(2,366	)		(1,799	)		1,945
Income tax provision	$	357		$	225		$	764

      The effective tax rate during 2005 was 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 $16,222,000 and $21,030,000 at December 31, 2005 and 2004, respectively. The Company also had tax credit carryforwards of approximately $3,405,000 and $3,507,000 at December 31, 2005 and 2004, respectively. The Company’s tax credit carryforwards as of December 31, 2005 consisted of $3,087,000 of federal and state research tax credits and $318,000 of alternative minimum tax credits and state investment tax credits. These net operating loss carryforwards and credits expire in various amounts through 2023.

      A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. As a result of the 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 the U.S. deferred tax asset due to the uncertainty of realization. The valuation allowance decreased during 2005, primarily due to the utilization of federal and state net operating loss carryforwards. Any subsequently recognized tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2005 would be allocated as follows (in thousands):

Reported in the statement of operations	$	9,941
Reported in capital in excess of par		569
	$	10,510

      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

49

APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 has been notified by the Massachusetts Department of Revenue that it will be subject to an audit of its Massachusetts state income tax returns for 2002, 2003 and 2004, for which fieldwork is scheduled to commence in May 2006. 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.

7. 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, 2005, 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, 2005 and 2004, 14,923,894 and 14,290,584 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.

      During 2003, the Company issued 15,000 shares to an employee resulting in stock-based compensation expense of approximately $23,000.

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

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

      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.

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 to five 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 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, 2005, there were 931,875 shares available for grant under the 2004 Plan.

      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 (except that a grant of common stock with respect to 2003 which occurred on the date that the 2003 Director Plan was approved by the stockholders in June 2003). Each Non-Employee Director receives an amount of common shares as determined in accordance with the 2003 Director Plan including whether the Director serves on a Board committee. Except for Election Grants, both the grant of shares and options are contingent upon attendance by the Non-Employee Director at least 75% of the meetings of the Board of Directors and any committees on which he or she served in the preceding year. Each new Non-Employee Director receives an option to purchase 10,000 shares of common stock upon such 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 2005, 2004 and 2003, there were 11,976, 17,094 and

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

29,558 shares issued under the 2003 Director Plan, respectively. Issuances of these shares resulted in stock-based compensation expense of $60,000, $60,000 and $120,000 during 2005, 2004 and 2003, respectively. As of December 31, 2005, there were 141,372 shares available for grant under the 2003 Director Plan.

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

	Options Outstanding
				Weighted Average
	Number			Exercise Price
Balance at January 1, 2003		3,173,982		$	4.08
Options granted		1,620,900		$	1.80
Options exercised		(269,424	)	$	1.46
Options cancelled		(834,418	)	$	3.31
Balance at December 31, 2003		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

      Information regarding options outstanding and exercisable as December 31, 2005, under the various stock plans is as follows:

	Options Outstanding
							Options Exercisable
			Weighted Average
	Number		Remaining		Weighted Average		Number		Weighted Average
Range of Exercise Prices	Outstanding		Contractual Life		Exercise Prices		Exercisable		Exercise Prices
$  .63-$  .94		8,125		1.0	$	0.84		8,125	$	0.84
$  .95-$ 1.42		325,458		3.1	$	1.32		308,258	$	1.32
$ 1.43-$ 2.14		1,274,038		4.0	$	1.78		962,585	$	1.81
$ 2.15-$ 3.22		72,532		2.5	$	2.42		64,032	$	2.44
$ 3.23-$ 4.84		957,201		5.2	$	4.21		367,685	$	4.16
$ 4.85-$ 7.27		740,133		5.6	$	5.34		113,430	$	5.34
$ 7.28-$10.92		24,625		4.3	$	7.90		11,500	$	7.92
$10.93-$16.40		59,700		0.6	$	13.78		59,700	$	13.78
$16.41-$18.06		6,000		1.0	$	18.06		6,000	$	18.06
		3,467,812		4.6	$	3.46		1,901,315	$	2.88

      At December 31, 2005, 4,541,059 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, 2004 and 2003, there were 1,341,237 and 1,778,766 exercisable options, respectively, with weighted average exercise prices of $3.14, and $4.90, respectively.

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The weighted average grant date fair values for options granted were $3.51, $2.55 and $1.03, in 2005, 2004 and 2003, respectively.

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 2005, 2004 and 2003, there were 107,956, 134,358 and 235,591 shares issued under the 2001 Plan, respectively. At December 31, 2005, 383,771 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.

8. 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

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

while employer contributions vest fully after two years of employment. The Company’s matching contribution to the Plan was $145,000, $117,000 and $113,000 for the years ended December 31, 2005, 2004 and 2003, respectively.

9. 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, 2005, 2004 and 2003.

      A summary of the Company’s operations by geographic locations for the years ended December 31, 2005, 2004 and 2003 is as follows (in thousands):

Geographic Segment Information		2005		2004		2003
Revenue from continuing operations
	United States	$	13,190	$	10,764	$	8,991
	Europe		16,858		15,334		13,062
	Pacific Rim		6,930		4,817		5,302
	Total revenue from continuing operations	$	36,978	$	30,915	$	27,355

      A summary of the Company’s long lived assets by geographic locations as of December 31, 2005 and 2004 is as follows (in thousands):

	At December 31, 2005
	Total		United States		Europe		Pacific Rim
Property and equipment, net	$	953	$	835	$	95	$	23
Other assets		712		79		633		—

	At December 31, 2004
	Total		United States		Europe		Pacific Rim
Property and equipment, net	$	580	$	432	$	137	$	11
Other assets		687		6		681		—

10. BANK CREDIT FACILITIES

      In April 2005, the Company renewed its credit facility, which provides for loans and other financial accommodations, with Silicon Valley Bank (“SVB”). The renewed credit facility is a domestic working capital line of credit with an interest rate equal to the prime interest rate and is in 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 facility will expire in March 2007. The Company did not make any borrowings under its credit facility during 2005 or 2004. As of December 31, 2005 and 2004, there were no amounts outstanding under this credit facility.

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11. CONTINGENT CONSIDERATION

      On March 31, 2001, the Company acquired all of the outstanding capital stock of Dynamic Decisions Pty Limited, its primary Australian reseller, to improve its market presence and increase the Company’s sales in the Pacific Rim region, for total cost of $5,867,000 consisting of maximum cash consideration of $5,150,000, transaction costs of $490,000 and 100,000 shares of the Company’s common stock, which had a fair market value at the date of acquisition of $227,000. According to the terms of the share purchase agreement, the total maximum cash consideration relating to the purchase of Dynamic Decisions was $5,150,000 payable in 10 installments over a maximum of 30 months beginning on July 1, 2001. Of the 10 installments, two of the installments totaling $1,267,000 were guaranteed and paid in 2001 and accounted for as purchase price. The remaining eight installments were contingent upon the employment of the two key employees, who were former shareholders of Dynamic Decisions, and therefore were being accounted for as compensation expense within operating expenses. These eight installments were expensed ratably on a straight-line basis over the employees’ contractual employment period, which commenced on April 1, 2001 and ended on March 31, 2003. For the year ended December 31, 2003, the Company recorded compensation expense related to these contingent payments of $583,000.

12. SALE OF SUBSIDIARIES

      In December 2002, the Company sold the stock of its Dutch subsidiary, a remote sales office, and recorded a gain from the sale of $141,000. The transaction included substantially all of the subsidiary’s assets and liabilities and an amendment to the existing distribution agreement between the Company and the purchaser to provide the purchaser exclusive rights to resell the Company’s CRM products in the Netherlands. In 2003, the Company eliminated the gain on the sale as a result of certain post-closing adjustments and the additional accrual of transaction costs.

      In the second quarter of 2004, the Company recorded a gain in other income of approximately $195,000 relating to the sale of its French subsidiary which occurred in the second quarter of 2001. The Company received $195,000 from the buyer, which was released from escrow upon completion of a tax audit.

13. NET GAIN FROM SALE OF CRM ASSETS

      In the first quarter of 2003, the Company completed the sale of the CRM Assets to iET Acquisition, LLC (“iET”), a wholly-owned subsidiary of Platinum Equity Holdings, LLC for $5,750,000 in cash consideration, of which $487,000 was paid to iET for net working capital adjustments and $3,552,000 in net assumed liabilities. The sale excluded approximately $2,800,000 in net accounts receivable generated from the sale of CRM products and services.

      iET paid $4,250,000 of the Purchase Price in cash at the initial closing and paid an additional $1,500,000 in cash on March 17, 2003 upon the completion of the closing of certain assets of the Company’s German subsidiary, Applix GmbH. During the period of the initial closing and completion of the Company’s German subsidiary closing, Applix GmbH continued to resell the CRM software products sold to iET, and to provide professional services and maintenance support under a reseller’s agreement between the Company and iET.

      The Company’s results for the twelve months ended December 31, 2003 included CRM license revenues of $253,000 and CRM professional services and maintenance revenues of $999,000.

      The Company recorded a net gain before tax of $7,910,000, which includes net cash consideration of $5,263,000 and $3,552,000 of net liabilities assumed by iET less transaction costs of $905,000. The purchase price was subject to certain post closing adjustments relating to the net working capital as set forth in the Asset Purchase Agreement between the Company and iET, dated January 21, 2003.

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      During 2004, the Company reversed an accrual related to the sale of the 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 2003 and 2004, the Company adopted several plans of restructuring aimed at reducing operating costs company-wide, strengthening the Company’s financial position, and reallocating resources to pursue the Company’s future operating strategies.

      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. The Company also commenced negotiations with its landlord to settle amounts related to its lease in general and the vacated space in particular. These negotiations were completed in January 2004, and as a result, the Company was able to estimate the cost to exit this facility. Additionally, the Company had determined that it would dispose of certain assets, which were removed from service shortly after the implementation of the plan. In connection with the restructuring plan, the Company recorded restructuring expense for this space of $3,238,000. The restructuring expense included a $3,000,000 fee paid to the landlord for the vacated space, an adjustment of $162,000 to reduce the Company’s deferred rent expense, transaction costs of $350,000 for professional service fees (brokerage and legal) and $50,000 in non-cash charges relating to the disposition of certain assets. In the second quarter of 2004, the Company recorded a credit to the restructuring charge of $27,000 as a change in estimate due to lower than anticipated professional service fees. The restructuring charge was fully paid as of December 31, 2004.

      The accrued restructuring expenses, as well as the Company’s adjustments, payments and write-offs made against accruals are detailed as follows:

	Balance at						Balance at								Balance at
	January 1,		Restructuring				December 31,					Payments and			December 31,
	2003		Expenses		Deferred Rent		2003		Adjustment			Write-Offs			2004
Facility exit costs	$	—	$	2,888,000	$	162,000	$	3,050,000	$	—		$	(3,050,000	)	$	—
Professional service fees		—		350,000		—		350,000		(27,000	)		(323,000	)		—
Total	$	—	$	3,238,000	$	162,000	$	3,400,000	$	(27,000	)	$	(3,373,000	)	$	—

      In the second quarter of 2004, the Company adopted a plan of restructuring to reduce operating costs. Under this plan, the Company made the determination that it had no future use 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.

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Restructuring charges accrued and unpaid at December 31, 2005, including current and long term portions of $44,000 and $186,000, respectively, were as follows:

	Balance at							Balance at					Balance at
	January 1,		Restructuring					December 31,					December 31,
	2004		Expenses		Payments			2004		Payments			2005
Facility exit costs	$	—	$	467,000	$	(94,000	)	$	373,000	$	(143,000	)	$	230,000
Other direct costs		—		137,000		(137,000	)		—		—			—
Total	$	—	$	604,000	$	(231,000	)	$	373,000	$	(143,000	)	$	230,000

15. RELATED PARTY TRANSACTIONS

      On December 29, 2003, the Company licensed its product to a customer whose chief executive officer and president serves on the Company’s Board of Directors. The amount paid by this customer was $50,000, which also included first year’s maintenance.

      For the year ended December 31, 2003, software license revenues and cost of software license revenues include sales and royalty expenses incurred in connection with a reseller agreement between the Company and Beachware Pty Ltd (“Beachware”) whose owners were also employees of the Company. During 2003, the Company recorded $810,000 in revenues and incurred royalty expenses of $514,000 related to Beachware product sales. In December 2003, the Company terminated the employment of the two principal owners of Beachware, who were former shareholders of Dynamic Decisions. The two former employees continued to resell the Company’s product under terms of a reseller agreement entered into with the Company in December 2003.

      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.

16. EXECUTIVE TERMINATION COSTS

      On February 27, 2003, the Company entered into a Severance Agreement with an executive of the Company. Pursuant to this agreement, the Company agreed to pay the executive 15 months of salary and provide the executive certain medical benefits during the 15-month period after his termination. In addition, the Company forgave all outstanding principal and interest due under a Secured Promissory Note dated July 30, 2000 in the principal amount of $225,000, executed pursuant to the Company’s Executive Stock Loan Purchase Program. Pursuant to the Severance Agreement, the executive transferred to the Company 51,429 shares of the Company’s common stock, which were held by the Company in treasury as of December 31, 2003, which was stock the executive had purchased using the funds loaned to the executive pursuant to such Secured Promissory Note. During the first quarter of 2003, the Company recorded $356,000 in costs related to the termination of employment of the executive. The severance amounts were to be paid in 15 equal installments, and were fully paid as of December 31, 2004.

      In the second quarter of 2003, the Company entered into Severance Agreements with two executives. Pursuant to their agreements, the Company agreed to pay the executives their salary and provide the executives certain benefits including medical during their severance period. During the second quarter of 2003, the Company recorded $206,000 in costs related to the termination of the executives, and $103,000 in stock-

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APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

based compensation related to modifications to stock awards to one of the executives. The severance amounts were paid in equal installments. In the third quarter, the Company recorded an adjustment of $37,000 for changes in the estimated severance amounts for one of these executives. There is no remaining unpaid balance as of December 31, 2004.

      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 agreed to pay the executive their salary and provide the executive certain benefits including medical during their severance period. During the fourth quarter of 2005, the Company recorded $65,000 in costs related to the termination of the executive and $155,000 in stock-based compensation related to modifications to stock awards. The severance amounts are to be paid in equal installments. The remaining unpaid balance as of December 31, 2005 was $48,000.

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 has 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 $16,000 and $386,000 during the years ended December 31, 2005 and 2004, respectively. The Company had obligations of approximately $1,000 and $10,000 recorded in accrued liabilities as of December 31, 2005 and 2004, 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

59

APPLIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

in a variety of industry-standard respects, including but not limited to certain geography-based scope limitations, the right to replace or modify an infringing product, and the right to terminate the license and refund a portion of the original license fee within a defined period of time from the original licensing date if a remedy is not commercially practical. The Company believes its internal development processes and other policies and practices limit its exposure related to the indemnification provisions of the software license agreements. In addition, the Company requires its employees to sign an agreement, pursuant to which the Company assigned the rights to its employees’ development work. To date, the Company has not had to reimburse any of its customers for any losses related to these indemnification provisions.

      With respect to real estate lease agreements, these indemnifications typically apply to claims asserted against the landlord relating to personal injury and property damage which may occur at the leased premises, or to certain breaches of the 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, 2005, 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)
2006	$	1,132
2007		991
2008		917
2009		873
2010		657
2011 and after		49
Total minimum lease payments	$	4,619

      The Company incurred $1,237,000, $1,338,000 and $2,312,000 in rent expense for the years ended December 31, 2005, 2004 and 2003, respectively.

60

EXHIBIT INDEX

2	.1(1)	—	Asset Purchase Agreement, dated January 21, 2003, by and between iET Acquisition, LLC and the Registrant.
3	.1(2)	—	Restated Articles of Organization.
3	.2(14)	—	Amended and Restated By-laws.
4	.1(3)	—	Form of Rights Agreement, dated as of September 18, 2000, between the Registrant and American Stock Transfer & Trust Company, which includes as Exhibit A the terms of the Series A Junior Participating Preferred Stock, as Exhibit B the Form of Rights Certificate, and as Exhibit C the Summary of Rights to Purchase Preferred Stock.
4	.2(8)	—	First Amendment to Form of Rights Agreement, dated February 27, 2004, between the Registrant and American Stock Transfer & Trust Company.
10	.1(4)†	—	Applix, Inc. 1994 Equity Incentive Plan, as amended.
10	.3(5)†	—	Applix, Inc. 2000 Director Stock Option Plan, as amended.
10	.4(6)†	—	Applix, Inc. 2001 Employee Stock Purchase Plan.
10	.5(7)	—	Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the Registrant, dated January 23, 2001.
10	.6(11)	—	Letter of Intent Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the Registrant, dated December 12, 2003.
10	.7(11)	—	First Amendment of Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the Registrant dated December 31, 2003.
10	.8(11)	—	Second Amendment of Single Tenant Commercial Lease by and between Westborough Land Realty Trust and the Registrant dated January 22, 2004.
10	.10(6)†	—	Executive Stock Option Acceleration Agreement between the Registrant and Craig Cervo, dated June 9, 2000.
10	.11(9)†	—	Executive Change-in-Control Agreement between the Registrant and Craig Cervo, dated April 9, 2003.
10	.12(10)†	—	Retention Agreement between the Registrant and David C. Mahoney, dated May 1, 2003.
10	.13(10)†	—	Retention Agreement between the Registrant and Milton A. Alpern, dated June 16, 2003.
10	.14(11)	—	Purchase Agreement by and between Brad Fire and the Registrant, dated February 27, 2004.
10	.15(11)	—	Purchase Agreement by and between Jeffrey A. Dryer and the Registrant, dated February 27, 2004.
10	.16(11)	—	Loan and Security Agreement, dated March 19, 2004 between the Registrant and Silicon Valley Bank.
10	.17†	—	Applix, Inc. 2003 Director Equity Plan, as amended.
10	.18(12)†	—	Retention Agreement between the Registrant and Michael Morrison, dated as of June 1, 2004.
10	.19(16)†	—	Applix, Inc. 2004 Equity Incentive Plan, as amended.
10	.20(12)†	—	Form of Incentive Stock Option Agreement for the 2004 Equity Incentive Plan.
10	.21(12)†	—	Form of Nonstatutory Stock Option Agreement for the 2004 Equity Incentive Plan.
10	.22(13)†	—	Summary of 2004 Management Incentive Compensation Plan.
10	.23(13)†	—	Form of Stock Option Agreement for 2003 Director Equity Plan.
10	.24†	—	Summary of Compensation Policy for Directors of Applix, Inc.
10	.25(15)	—	First Loan Modification Agreement.
10	.26(15)	—	Summary of 2005 Management Incentive Plan.
10	.27(17)	—	Letter Agreement between Applix, Inc. and Craig Cervo, dated October 26, 2005.
10	.28(18)	—	2006 Executive Officer Bonus Plan.
21	.1	—	Subsidiaries of the Registrant.
23	.1	—	Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.

61

31	.1	—	Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31	.2	—	Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32	.1	—	Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer).
32	.2	—	Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer).

1.	Incorporated by reference from the Registrant’s Current Report on Form 8-K, as filed with the Commission on February 5, 2003.
2.	Incorporated by reference from the Registrant’s Registration Statement on Form S-1 (File No. 33-85688).
3.	Incorporated by reference to the Registrant’s Registration Statement on Form 8-A dated September 20, 2000.
4.	Incorporated by reference to the Registrant’s Proxy Statement on Schedule 14A, as filed with the Commission on April 3, 2001.
5.	Incorporated by reference to the Registrant’s Report on Form 10-Q for the fiscal quarter ended June 30, 2002, as filed with the Commission on August 14, 2002.
6.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001, as filed with the Commission on August 13, 2001.
7.	Incorporated by reference to the Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2000, as originally filed with the Commission on April 2, 2001 and amended on June 15, 2001.
8.	Incorporated by reference to the Registrant’s Current Report on Form 8-K/ A, as filed with the Commission on March 4, 2004.
9.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003, as filed with the Commission on May 15, 2003.

10.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003, as filed with the Commission on August 14, 2003.
11.	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 30, 2004.
12.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as filed with the Commission on August 13, 2004.
13.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, as filed with the Commission on November 15, 2004.
14.	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Commission on March 31, 2005.
15.	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005, as filed with the Commission on May 16, 2005.
16.	Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on June 15, 2005.
17.	Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on October 31, 2005.
18.	Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on March 1, 2006.

†  Management contract or compensatory plan.

62 EX-10.17 2 b58500aiexv10w17.txt EX-10.17 APPLIX, INC. 2003 DIRECTOR EQUITY PLAN, AS AMENDED EXHIBIT 10.17 APPLIX, INC. 2003 DIRECTOR EQUITY PLAN 1. Purpose. The purpose of this 2003 Director Equity Plan (the "Plan") of Applix, Inc. (the "Company") is to compensate non-employee directors for their services and participation in the meetings of the Board of Directors and any committees on which such director served in the prior year, to encourage ownership in the Company by non-employee directors of the Company whose services are considered essential to the Company's future progress and to provide them with a further incentive to remain as directors of the Company. 2. Administration. The Board of Directors shall supervise and administer the Plan. All questions concerning interpretation of the Plan or any stock awards or options granted under it shall be resolved by the Board of Directors and such resolution shall be final and binding upon all persons having an interest in the Plan. The Board of Directors may, to the full extent permitted by or consistent with applicable laws or regulations, delegate any or all of its powers under the Plan to a committee appointed by the Board of Directors, and if a committee is so appointed, all references to the Board of Directors in the Plan shall mean and relate to such committee. 3. Participation in the Plan; Eligibility. Directors of the Company who are not employees of the Company or any subsidiary of the Company ("non-employee directors") shall be eligible to receive stock awards and options under the Plan, provided he or she attended (including by telephone or teleconference) at least 75% of the meetings of the Board of Directors and any committees on which he or she served in the preceding year, except that such attendance requirement shall not apply to Election Grants (as defined below). 4. Stock Subject to the Plan. (a) The maximum number of shares of the Company's Common Stock, par value $.0025 per share ("Common Stock"), which may be issued under the Plan shall be 300,000 shares, subject to adjustment as provided in Section 9. (b) If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares covered by the unexercised portion of such option shall again become available for issuance pursuant to the Plan. (c) Shares of Common Stock issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 5. Stock Options. All options granted under the Plan shall be non-statutory options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Each option granted under the Plan shall be evidenced by a written agreement in such form as the Company shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions: (a) Option Grant Dates. Options shall automatically be granted to the non-employee directors as follows: (i) each person who first becomes a non-employee director on or following the date that the Plan is approved by the stockholders of the Company shall be granted an option to purchase 10,000 shares of Common Stock on the date of his or her election to the Board of Directors (an "Election Grant"); and (ii) each non-employee director shall be granted an option to purchase 10,000 shares of Common Stock on January 1 of each year, beginning January 1, 2004. Each date of grant of an option pursuant to this Section 5(a) is hereinafter referred to as an "Option Grant Date." (b) Option Exercise Price. The option exercise price per share for each option granted under the Plan shall equal (i) the closing price on any national securities exchange on which the Common Stock is listed, (ii) the closing price of the Common Stock on the Nasdaq National Market or (iii) the average of the closing bid and asked prices in the over-the-counter market, whichever is applicable, as published in The Wall Street Journal, on the Option Grant Date. If no sales of Common Stock were made on the Option Grant Date, the price of the Common Stock for purposes of clauses (i) and (ii) above shall be the reported price for the next preceding day on which sales were made. (c) Transferability of Options. Except as the Board may otherwise determine or provide in an option granted under the Plan, any option granted under the Plan to an optionee shall not be transferable by the optionee other than by will or the laws of descent and distribution, and shall be exercisable during the optionee's lifetime only by the optionee or the optionee's guardian or legal representative. References to an optionee, to the extent relevant in the context, shall include references to authorized transferees. (d) Vesting Period. (i) General. Each option granted under the Plan shall, in the case of an Election Grant, become exercisable in two equal annual installments on the first and second anniversaries of the Option Grant Date, and, in the case of all other option grants, become exercisable in full on the first anniversary of the Option Grant Date; in each case provided that the optionee is serving as a director of the Company on such anniversary. (ii) Acceleration Upon a Change In Control. Notwithstanding the foregoing, each outstanding option granted under the Plan shall immediately become exercisable in full 2 upon the occurrence of a Change in Control (as defined in Section 10) with respect to the Company. (iii) Right to Receive Restricted Stock. Notwithstanding the provisions of Section 5(d)(i) above, the Board shall have the authority to grant options pursuant to Section 5(a) above which are immediately exercisable subject to the Company's right to repurchase any unvested shares of stock acquired by the optionee on exercise of an option in the event such optionee's service as a director terminates for any reason. (iv) Termination. Each option shall terminate, and may no longer be exercised, on the earlier of (i) the date seven years after the Option Grant Date of such option or (ii) the date 90 days after the optionee ceases to serve as a director of the Company. (e) Exercise Procedure. An option may be exercised only by written notice to the Company at its principal office accompanied by (i) payment in cash or by certified or bank check of the full consideration for the shares as to which they are exercised, (ii) delivery of outstanding shares of Common Stock (provided such shares of Common Stock, if acquired directly from the Company, were owned by the exercising non-employee director, and not subject to repurchase by the Company, for at least six months prior to such delivery) having a fair market value on the last business day preceding the date of exercise equal to the option exercise price, or (iii) an irrevocable undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price or delivery of irrevocable instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price. (f) Exercise by Representative Following Death of Director. An optionee, by written notice to the Company, may designate one or more persons (and from time to time change such designation), including his or her legal representative, who, by reason of the optionee's death, shall acquire the right to exercise all or a portion of the option. If the person or persons so designated wish to exercise any portion of the option, they must do so within the term of the option as provided herein. Any exercise by a representative shall be subject to the provisions of the Plan. 6. Stock Awards. (a) Date and Amount of Stock Grant. Each non-employee director shall receive a grant of Common Stock on (1) the date that the Plan is first approved by the stockholders of the Company and (2) thereafter, on January 1 of each year, beginning January 1, 2004, as follows: (i) $5,000 worth of Common Stock to each non-employee director serving as a director on such date; (ii) an additional $10,000 worth of Common Stock to the non-employee director serving as Chairman of the Board of Directors on such date; (iii) an additional $2,500 worth of Common Stock to each non-employee director serving on the Audit Committee on such date; 3 (iv) an additional $5,000 worth of Common Stock to the non-employee director serving as the Chairman of the Audit Committee on such date; (v) an additional $2,500 worth of Common Stock to each non-employee director serving on the Compensation Committee on such date; (vi) an additional $2,500 worth of Common Stock to the non-employee director serving as the Chairman of the Compensation Committee on such date; (vii) an additional $2,500 worth of Common Stock to each non-employee director serving on the Nominating and Corporate Governance Committee on such date; and (viii) an additional $2,500 worth of Common Stock to each non-employee director serving on the Strategic Planning Committee on such date. (b) Valuation of Stock Granted. The calculation of the number of shares of Common Stock to be granted pursuant to Section 6(a) above shall be based upon the average of (i) the closing price on any national securities exchange on which the Common Stock is listed, (ii) the closing price of the Common Stock on the Nasdaq National Market or (iii) the average of the closing bid and asked prices in the over-the-counter market, whichever is applicable, as published in The Wall Street Journal, on the five consecutive trading days ending two days prior to the Option Grant Date. 7. Withholding. Each non-employee director shall pay to the Company, or make provision satisfactory to the Board of Directors for payment of, any taxes required by law to be withheld in connection with stock awards or options to such non-employee director no later than the date of the event creating the tax liability. Except as the Board of Directors may otherwise provide, so long as the Common Stock is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), non-employee directors may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares issued pursuant to the stock award or option creating the tax obligation, valued at their fair market value; provided, however, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a non-employee director. 8. Limitation of Rights. (a) No Right to Continue as a Director. Neither the Plan, nor the granting of an option or stock award hereunder, nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain the optionee as a director for any period of time. (b) No Stockholders' Rights for Options. An optionee shall have no rights as a stockholder with respect to the shares covered by his or her option until the date of the issuance to him or her of a stock certificate therefor, and no adjustment will be made for dividends or 4 other rights (except as provided in Section 9) for which the record date is prior to the date such certificate is issued. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to stock options are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. (c) Compliance with Securities Laws. Each stock award and option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such stock award or option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares pursuant to such stock award or option, the such stock award may not be issued, and such option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy such condition. 9. Adjustment Provisions for Mergers, Recapitalizations and Related Transactions. If, through or as a result of any merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar transaction, (i) the outstanding shares of Common Stock are exchanged for a different number or kind of securities of the Company or of another entity, or (ii) additional shares or new or different shares or other securities of the Company or of another entity are distributed with respect to such shares of Common Stock, the Board of Directors shall make an appropriate and proportionate adjustment in (w) the maximum number and kind of shares reserved for issuance under the Plan, (x) the number and kind of shares or other securities subject to then outstanding options under the Plan, (y) the number and kind of shares or other securities issuable pursuant to stock options to be granted pursuant to Section 5(a) hereof, and (z) the price for each share subject to any then outstanding options under the Plan (without changing the aggregate purchase price for such options), to the end that each option shall be exercisable, for the same aggregate exercise price, for such securities as such optionholder would have held immediately following such event if he had exercised such option immediately prior to such event. No fractional shares will be issued under the Plan on account of any such adjustments. 10. Definition of "Change in Control". "Change in Control" means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection): 5 (a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") of beneficial ownership of any capital stock of the Company after the date of adoption of this Plan by the Board of Directors if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (x) and (y) of subsection (c) of this Section 10; or (b) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term "Continuing Director" means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of this Plan by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (c) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a "Business Combination"), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the "Acquiring Corporation") in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, and (y) no Person (excluding the Acquiring Corporation or any 6 employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 30% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (d) approval by the stockholders of a complete liquidation or dissolution of the Company. 11. Termination and Amendment of the Plan. The Board of Directors may suspend or terminate the Plan or amend it in any respect whatsoever. 12. Notice. Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the Treasurer of the Company and shall become effective when it is received. 13. Governing Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the internal laws of the Commonwealth of Massachusetts (without regard to any applicable conflicts of laws or principles). 14. Effective Date. The Plan shall become effective on the date it is adopted by the stockholders of the Company. Adopted by the Board of Directors on March 25, 2003. Approved by the stockholders on June 12, 2003. 7 EX-10.24 3 b58500aiexv10w24.txt EX-10.24 SUMMARY OF COMPENSATION POLICY FOR DIRECTORS OF APPLIX, INC. EXHIBIT 10.24 SUMMARY OF COMPENSATION POLICY FOR DIRECTORS OF APPLIX, INC. The following summarizes the compensation policy for directors of Applix, Inc. (the "Company"): Cash Compensation Employee directors of the Company do not receive compensation for their services as directors. The non-employee directors receive annual compensation for their services as directors as follows: o $20,000 to each non-employee director; o an additional $10,000 for the non-employee director serving as the Chairman of the Board; o an additional $15,000 for the non-employee director serving as the Audit Committee chairman; o an additional $10,000 for the non-employee director serving as the Compensation Committee chairman; o an additional $5,000 for the non-employee director serving as the Nominating and Corporate Governance Committee chairman; o an additional $5,000 for each non-employee director serving as a member of the Strategic Planning Committee; o an additional $2,500 for each non-employee director serving as a member of the Audit Committee (excluding the Chairman of the Board and any director serving as the chairman of any committee); o an additional $2,500 for each non-employee director serving as a member of the Compensation Committee (excluding the Chairman of the Board and any director serving as the chairman of any committee); and o an additional $2,500 for each non-employee director serving as a member of the Nominating and Corporate Governance Committee (excluding the Chairman of the Board and any director serving as the chairman of any committee). In addition, non-employee directors are reimbursed for expenses incurred in connection with attendance at Board of Directors meetings. Stock Options Pursuant to the 2003 Director Equity Plan (the "2003 Director Plan"), (1) each non-employee director received a stock option for 10,000 shares of common stock on January 1, 2004, (2) each non-employee director receives a stock option for 10,000 shares of common stock on January 1 of each year, so long as he or she continues to serve as a director and provided he or she attended at least 75% of the meetings of the Board of Directors and any committees on which he or she served in the preceding year and (3) each new non-employee director receives a stock option to purchase 10,000 shares of common stock upon such director's initial election to the Board of Directors (an "Election Grant"). On January 1, 2006, each of Messrs. Fire, Gyenes, Hanover, Kane and Loewenberg were granted a stock option for 10,000 shares of common stock. All of the stock options described above have an exercise price equal to the fair market value of the common stock on the date of grant. Except for Election Grants, the stock options become exercisable on the first anniversary of the date of grant (or upon an earlier change in control of the Company), provided the optionee continues to serve as a director of the Company on such date; and expire seven years from the date of grant or 90 days after the optionee ceases to serve as a director. Election Grants become exercisable in two equal annual installments on the first and second anniversaries of the date of grant (or upon an earlier change in control of the Company), provided the optionee continues to serve as a director of the Company on such date. Stock Awards The non-employee directors automatically receive grants of common stock of the Company on January 1 of each year as follows: o $5,000 worth of common stock to each non-employee director serving as a director on such date; o an additional $10,000 worth of common stock to the non-employee director serving as Chairman of the Board of Directors on such date; o an additional $2,500 worth of common stock to each non-employee director serving on the Audit Committee on such date; o an additional $5,000 worth of common stock to the non-employee director serving as the Chairman of the Audit Committee on such date; o an additional $2,500 worth of common stock to each non-employee director serving on the Compensation Committee on such date; o an additional $2,500 worth of common stock to the non-employee director serving as the Chairman of the Compensation Committee on such date; o an additional $2,500 worth of common stock to each non-employee director serving on the Nominating and Corporate Governance Committee on such date; and o an additional $2,500 worth of common stock to each non-employee director serving on the Strategic Planning Committee (beginning January 1, 2007). Such common stock shall be valued at the average closing price of the common stock on The NASDAQ Capital Market (or such other principal exchange on which the common stock is then listed, or the average of the closing bid and asked prices in the over-the-counter market, as applicable) on the five consecutive trading days ending two days prior to the date of each grant. EX-21.1 4 b58500aiexv21w1.txt EX-21.1 SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Name of Entity Jurisdiction of Incorporation - -------------- ----------------------------- Applix AG Switzerland Applix Canada, Inc. Delaware Applix GmbH Germany Veriteam GmbH Germany Applix (UK) Limited United Kingdom Veriteam France France Veriteam Limited United Kingdom Applix Securities Corp. Massachusetts Applix Singapore, Inc. Delaware Applix Asia Pacific Pty. Ltd. Australia Dynamic Decisions Pty. Ltd. Australia Sinper Corporation Florida Target Systems Corporation Massachusetts Veriteam, Inc. Delaware EX-23.1 5 b58500aiexv23w1.txt EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements Nos. 33-89382, 333-02340, 333-06303, 333-16963, 333-20853, 333-52603, 333-80861, 333-39462, 333-57670, 333-63550, 333-97101, 333-107027, 333-117762 and 333-126092 on Form S-8 of our report dated March 31, 2006, relating to the consolidated financial statements of Applix, Inc., appearing in this Annual Report on Form 10-K of Applix, Inc. for the year ended December 31, 2005. /s/ Deloitte & Touche LLP Boston, Massachusetts March 31, 2006 EX-31.1 6 b58500aiexv31w1.txt EX-31.1 SECTION 302 CERTIFICATION OF THE C.E.O. EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, David C. Mahoney, certify that: 1. I have reviewed this Annual Report on Form 10-K of Applix, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Not applicable.] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ David C. Mahoney ------------------------------------- David C. Mahoney President and Chief Executive Officer Date: March 31, 2006 EX-31.2 7 b58500aiexv31w2.txt EX-31.2 SECTION 302 CERTIFICATION OF THE C.F.O. EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Milton A. Alpern, certify that: 1. I have reviewed this Annual Report on Form 10-K of Applix, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Not applicable.] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Milton A. Alpern ------------------------------------- Milton A. Alpern Chief Financial Officer and Treasurer Date: March 31, 2006 EX-32.1 8 b58500aiexv32w1.txt EX-32.1 SECTION 906 CERTIFICATION OF THE C.E.O. EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Applix, Inc. (the "Company") for the fiscal year ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, David C. Mahoney, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 31, 2006 /s/ David C. Mahoney ------------------------------------- David C. Mahoney President and Chief Executive Officer EX-32.2 9 b58500aiexv32w2.txt EX-32.2 SECTION 906 CERTIFICATION OF THE C.F.O. EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Applix, Inc. (the "Company") for the fiscal year ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Milton A. Alpern, Chief Financial Officer and Treasurer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 31, 2006 /s/ Milton A. Alpern ------------------------------------- Milton A. Alpern Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.17

                                                                   EXHIBIT 10.17

                                  APPLIX, INC.

                            2003 DIRECTOR EQUITY PLAN



1.   Purpose.

     The purpose of this 2003 Director Equity Plan (the "Plan") of Applix, Inc.
(the "Company") is to compensate non-employee directors for their services and
participation in the meetings of the Board of Directors and any committees on
which such director served in the prior year, to encourage ownership in the
Company by non-employee directors of the Company whose services are considered
essential to the Company's future progress and to provide them with a further
incentive to remain as directors of the Company.

2.   Administration.

     The Board of Directors shall supervise and administer the Plan. All
questions concerning interpretation of the Plan or any stock awards or options
granted under it shall be resolved by the Board of Directors and such resolution
shall be final and binding upon all persons having an interest in the Plan. The
Board of Directors may, to the full extent permitted by or consistent with
applicable laws or regulations, delegate any or all of its powers under the Plan
to a committee appointed by the Board of Directors, and if a committee is so
appointed, all references to the Board of Directors in the Plan shall mean and
relate to such committee.

3.   Participation in the Plan; Eligibility.

     Directors of the Company who are not employees of the Company or any
subsidiary of the Company ("non-employee directors") shall be eligible to
receive stock awards and options under the Plan, provided he or she attended
(including by telephone or teleconference) at least 75% of the meetings of the
Board of Directors and any committees on which he or she served in the preceding
year, except that such attendance requirement shall not apply to Election Grants
(as defined below).

4.   Stock Subject to the Plan.

     (a)  The maximum number of shares of the Company's Common Stock, par value
$.0025 per share ("Common Stock"), which may be issued under the Plan shall be
300,000 shares, subject to adjustment as provided in Section 9.

     (b)  If any outstanding option under the Plan for any reason expires or is
terminated without having been exercised in full, the shares covered by the
unexercised portion of such option shall again become available for issuance
pursuant to the Plan.

     (c)  Shares of Common Stock issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.



5.   Stock Options.

     All options granted under the Plan shall be non-statutory options not
entitled to special tax treatment under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"). Each option granted under the Plan shall be
evidenced by a written agreement in such form as the Company shall from time to
time approve, which agreements shall comply with and be subject to the following
terms and conditions:

     (a)  Option Grant Dates. Options shall automatically be granted to the
non-employee directors as follows:

          (i)  each person who first becomes a non-employee director on or
  following the date that the Plan is approved by the stockholders of the
  Company shall be granted an option to purchase 10,000 shares of Common Stock
  on the date of his or her election to the Board of Directors (an "Election
  Grant"); and

          (ii) each non-employee director shall be granted an option to purchase
  10,000 shares of Common Stock on January 1 of each year, beginning January 1,
  2004.

     Each date of grant of an option pursuant to this Section 5(a) is
hereinafter referred to as an "Option Grant Date."

     (b)  Option Exercise Price. The option exercise price per share for each
option granted under the Plan shall equal (i) the closing price on any national
securities exchange on which the Common Stock is listed, (ii) the closing price
of the Common Stock on the Nasdaq National Market or (iii) the average of the
closing bid and asked prices in the over-the-counter market, whichever is
applicable, as published in The Wall Street Journal, on the Option Grant Date.
If no sales of Common Stock were made on the Option Grant Date, the price of the
Common Stock for purposes of clauses (i) and (ii) above shall be the reported
price for the next preceding day on which sales were made.

     (c)  Transferability of Options. Except as the Board may otherwise
determine or provide in an option granted under the Plan, any option granted
under the Plan to an optionee shall not be transferable by the optionee other
than by will or the laws of descent and distribution, and shall be exercisable
during the optionee's lifetime only by the optionee or the optionee's guardian
or legal representative. References to an optionee, to the extent relevant in
the context, shall include references to authorized transferees.

     (d)  Vesting Period.

          (i)  General. Each option granted under the Plan shall, in the case of
  an Election Grant, become exercisable in two equal annual installments on the
  first and second anniversaries of the Option Grant Date, and, in the case of
  all other option grants, become exercisable in full on the first anniversary
  of the Option Grant Date; in each case provided that the optionee is serving
  as a director of the Company on such anniversary.

          (ii) Acceleration Upon a Change In Control. Notwithstanding the
  foregoing, each outstanding option granted under the Plan shall immediately
  become exercisable in full


                                       2


  upon the occurrence of a Change in Control (as defined in Section 10) with
  respect to the Company.

          (iii) Right to Receive Restricted Stock. Notwithstanding the
  provisions of Section 5(d)(i) above, the Board shall have the authority to
  grant options pursuant to Section 5(a) above which are immediately exercisable
  subject to the Company's right to repurchase any unvested shares of stock
  acquired by the optionee on exercise of an option in the event such optionee's
  service as a director terminates for any reason.

          (iv) Termination. Each option shall terminate, and may no longer be
  exercised, on the earlier of (i) the date seven years after the Option Grant
  Date of such option or (ii) the date 90 days after the optionee ceases to
  serve as a director of the Company.

     (e)  Exercise Procedure. An option may be exercised only by written notice
to the Company at its principal office accompanied by (i) payment in cash or by
certified or bank check of the full consideration for the shares as to which
they are exercised, (ii) delivery of outstanding shares of Common Stock
(provided such shares of Common Stock, if acquired directly from the Company,
were owned by the exercising non-employee director, and not subject to
repurchase by the Company, for at least six months prior to such delivery)
having a fair market value on the last business day preceding the date of
exercise equal to the option exercise price, or (iii) an irrevocable undertaking
by a creditworthy broker to deliver promptly to the Company sufficient funds to
pay the exercise price or delivery of irrevocable instructions to a creditworthy
broker to deliver promptly to the Company cash or a check sufficient to pay the
exercise price.

     (f)  Exercise by Representative Following Death of Director. An optionee,
by written notice to the Company, may designate one or more persons (and from
time to time change such designation), including his or her legal
representative, who, by reason of the optionee's death, shall acquire the right
to exercise all or a portion of the option. If the person or persons so
designated wish to exercise any portion of the option, they must do so within
the term of the option as provided herein. Any exercise by a representative
shall be subject to the provisions of the Plan.

6.   Stock Awards.

     (a)  Date and Amount of Stock Grant. Each non-employee director shall
receive a grant of Common Stock on (1) the date that the Plan is first approved
by the stockholders of the Company and (2) thereafter, on January 1 of each
year, beginning January 1, 2004, as follows:

          (i)  $5,000 worth of Common Stock to each non-employee director
  serving as a director on such date;

          (ii) an additional $10,000 worth of Common Stock to the non-employee
  director serving as Chairman of the Board of Directors on such date;

          (iii) an additional $2,500 worth of Common Stock to each non-employee
  director serving on the Audit Committee on such date;


                                       3


          (iv) an additional $5,000 worth of Common Stock to the non-employee
  director serving as the Chairman of the Audit Committee on such date;

          (v)  an additional $2,500 worth of Common Stock to each non-employee
  director serving on the Compensation Committee on such date;

          (vi) an additional $2,500 worth of Common Stock to the non-employee
  director serving as the Chairman of the Compensation Committee on such date;

          (vii) an additional $2,500 worth of Common Stock to each non-employee
  director serving on the Nominating and Corporate Governance Committee on such
  date; and

          (viii) an additional $2,500 worth of Common Stock to each non-employee
  director serving on the Strategic Planning Committee on such date.

     (b)  Valuation of Stock Granted. The calculation of the number of shares of
Common Stock to be granted pursuant to Section 6(a) above shall be based upon
the average of (i) the closing price on any national securities exchange on
which the Common Stock is listed, (ii) the closing price of the Common Stock on
the Nasdaq National Market or (iii) the average of the closing bid and asked
prices in the over-the-counter market, whichever is applicable, as published in
The Wall Street Journal, on the five consecutive trading days ending two days
prior to the Option Grant Date.

7.   Withholding. Each non-employee director shall pay to the Company, or make
provision satisfactory to the Board of Directors for payment of, any taxes
required by law to be withheld in connection with stock awards or options to
such non-employee director no later than the date of the event creating the tax
liability. Except as the Board of Directors may otherwise provide, so long as
the Common Stock is registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), non-employee directors may satisfy such tax
obligations in whole or in part by delivery of shares of Common Stock, including
shares issued pursuant to the stock award or option creating the tax obligation,
valued at their fair market value; provided, however, that the total tax
withholding where stock is being used to satisfy such tax obligations cannot
exceed the Company's minimum statutory withholding obligations (based on minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income). The
Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to a non-employee director.

8.   Limitation of Rights.

     (a)  No Right to Continue as a Director. Neither the Plan, nor the granting
of an option or stock award hereunder, nor any other action taken pursuant to
the Plan, shall constitute or be evidence of any agreement or understanding,
express or implied, that the Company will retain the optionee as a director for
any period of time.

     (b)  No Stockholders' Rights for Options. An optionee shall have no rights
as a stockholder with respect to the shares covered by his or her option until
the date of the issuance to him or her of a stock certificate therefor, and no
adjustment will be made for dividends or


                                       4


other rights (except as provided in Section 9) for which the record date is
prior to the date such certificate is issued. Notwithstanding the foregoing, in
the event the Company effects a split of the Common Stock by means of a stock
dividend and the exercise price of and the number of shares subject to stock
options are adjusted as of the date of the distribution of the dividend (rather
than as of the record date for such dividend), then an optionee who exercises an
option between the record date and the distribution date for such stock dividend
shall be entitled to receive, on the distribution date, the stock dividend with
respect to the shares of Common Stock acquired upon such option exercise,
notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend.

     (c)  Compliance with Securities Laws. Each stock award and option shall be
subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
to such stock award or option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory body,
or the disclosure of non-public information or the satisfaction of any other
condition is necessary as a condition of, or in connection with, the issuance or
purchase of shares pursuant to such stock award or option, the such stock award
may not be issued, and such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval, or
satisfaction of such condition shall have been effected or obtained on
conditions acceptable to the Board of Directors. Nothing herein shall be deemed
to require the Company to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.

9.   Adjustment Provisions for Mergers, Recapitalizations and Related
     Transactions.

     If, through or as a result of any merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other similar transaction, (i) the outstanding shares of Common Stock
are exchanged for a different number or kind of securities of the Company or of
another entity, or (ii) additional shares or new or different shares or other
securities of the Company or of another entity are distributed with respect to
such shares of Common Stock, the Board of Directors shall make an appropriate
and proportionate adjustment in (w) the maximum number and kind of shares
reserved for issuance under the Plan, (x) the number and kind of shares or other
securities subject to then outstanding options under the Plan, (y) the number
and kind of shares or other securities issuable pursuant to stock options to be
granted pursuant to Section 5(a) hereof, and (z) the price for each share
subject to any then outstanding options under the Plan (without changing the
aggregate purchase price for such options), to the end that each option shall be
exercisable, for the same aggregate exercise price, for such securities as such
optionholder would have held immediately following such event if he had
exercised such option immediately prior to such event. No fractional shares will
be issued under the Plan on account of any such adjustments.

10.  Definition of "Change in Control".

     "Change in Control" means an event or occurrence set forth in any one or
more of subsections (a) through (d) below (including an event or occurrence that
constitutes a Change in Control under one of such subsections but is
specifically exempted from another such subsection):


                                       5


     (a)  the acquisition by an individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") of beneficial
ownership of any capital stock of the Company after the date of adoption of this
Plan by the Board of Directors if, after such acquisition, such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 50% or more of either (x) the then-outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (y) the
combined voting power of the then-outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (excluding an acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for, convertible
into or exchangeable for common stock or voting securities of the Company,
unless the Person exercising, converting or exchanging such security acquired
such security directly from the Company or an underwriter or agent of the
Company), (B) any acquisition by the Company, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or (D) any acquisition by any
corporation pursuant to a transaction which complies with clauses (x) and (y) of
subsection (c) of this Section 10; or

     (b)  such time as the Continuing Directors (as defined below) do not
constitute a majority of the Board (or, if applicable, the Board of Directors of
a successor corporation to the Company), where the term "Continuing Director"
means at any date a member of the Board (x) who was a member of the Board on the
date of the initial adoption of this Plan by the Board or (y) who was nominated
or elected subsequent to such date by at least a majority of the directors who
were Continuing Directors at the time of such nomination or election or whose
election to the Board was recommended or endorsed by at least a majority of the
directors who were Continuing Directors at the time of such nomination or
election; provided, however, that there shall be excluded from this clause (y)
any individual whose initial assumption of office occurred as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents, by
or on behalf of a person other than the Board; or

     (c)  the consummation of a merger, consolidation, reorganization,
recapitalization or statutory share exchange involving the Company or a sale or
other disposition of all or substantially all of the assets of the Company in
one or a series of transactions (a "Business Combination"), unless, immediately
following such Business Combination, each of the following two conditions is
satisfied: (x) all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business
Combination (which shall include, without limitation, a corporation which as a
result of such transaction owns the Company or substantially all of the
Company's assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred to herein as the "Acquiring
Corporation") in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively, and (y) no
Person (excluding the Acquiring Corporation or any


                                       6


employee benefit plan (or related trust) maintained or sponsored by the Company
or by the Acquiring Corporation) beneficially owns, directly or indirectly, 30%
or more of the then-outstanding shares of common stock of the Acquiring
Corporation, or of the combined voting power of the then-outstanding securities
of such corporation entitled to vote generally in the election of directors
(except to the extent that such ownership existed prior to the Business
Combination); or

     (d)  approval by the stockholders of a complete liquidation or dissolution
of the Company.

11.  Termination and Amendment of the Plan.

     The Board of Directors may suspend or terminate the Plan or amend it in any
respect whatsoever.

12.  Notice.

     Any written notice to the Company required by any of the provisions of the
Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.

13.  Governing Law.

     The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the internal laws of the Commonwealth of Massachusetts
(without regard to any applicable conflicts of laws or principles).

14.  Effective Date.

     The Plan shall become effective on the date it is adopted by the
stockholders of the Company.


                                   Adopted by the Board of Directors on March
                                   25, 2003. Approved by the stockholders on
                                   June 12, 2003.


                                       7

EX-10.24

                                                                   EXHIBIT 10.24

SUMMARY OF COMPENSATION POLICY FOR DIRECTORS OF APPLIX, INC.

The following summarizes the compensation policy for directors of Applix, Inc.
(the "Company"):

Cash Compensation

     Employee directors of the Company do not receive compensation for their
services as directors. The non-employee directors receive annual compensation
for their services as directors as follows:

     o    $20,000 to each non-employee director;

     o    an additional $10,000 for the non-employee director serving as the
          Chairman of the Board;

     o    an additional $15,000 for the non-employee director serving as the
          Audit Committee chairman;

     o    an additional $10,000 for the non-employee director serving as the
          Compensation Committee chairman;

     o    an additional $5,000 for the non-employee director serving as the
          Nominating and Corporate Governance Committee chairman;

     o    an additional $5,000 for each non-employee director serving as a
          member of the Strategic Planning Committee;

     o    an additional $2,500 for each non-employee director serving as a
          member of the Audit Committee (excluding the Chairman of the Board and
          any director serving as the chairman of any committee);

     o    an additional $2,500 for each non-employee director serving as a
          member of the Compensation Committee (excluding the Chairman of the
          Board and any director serving as the chairman of any committee); and

     o    an additional $2,500 for each non-employee director serving as a
          member of the Nominating and Corporate Governance Committee (excluding
          the Chairman of the Board and any director serving as the chairman of
          any committee).

          In addition, non-employee directors are reimbursed for expenses
incurred in connection with attendance at Board of Directors meetings.

Stock Options



          Pursuant to the 2003 Director Equity Plan (the "2003 Director Plan"),
(1) each non-employee director received a stock option for 10,000 shares of
common stock on January 1, 2004, (2) each non-employee director receives a stock
option for 10,000 shares of common stock on January 1 of each year, so long as
he or she continues to serve as a director and provided he or she attended at
least 75% of the meetings of the Board of Directors and any committees on which
he or she served in the preceding year and (3) each new non-employee director
receives a stock option to purchase 10,000 shares of common stock upon such
director's initial election to the Board of Directors (an "Election Grant"). On
January 1, 2006, each of Messrs. Fire, Gyenes, Hanover, Kane and Loewenberg were
granted a stock option for 10,000 shares of common stock. All of the stock
options described above have an exercise price equal to the fair market value of
the common stock on the date of grant. Except for Election Grants, the stock
options become exercisable on the first anniversary of the date of grant (or
upon an earlier change in control of the Company), provided the optionee
continues to serve as a director of the Company on such date; and expire seven
years from the date of grant or 90 days after the optionee ceases to serve as a
director. Election Grants become exercisable in two equal annual installments on
the first and second anniversaries of the date of grant (or upon an earlier
change in control of the Company), provided the optionee continues to serve as a
director of the Company on such date.

Stock Awards

          The non-employee directors automatically receive grants of common
stock of the Company on January 1 of each year as follows:

     o    $5,000 worth of common stock to each non-employee director serving as
          a director on such date;

     o    an additional $10,000 worth of common stock to the non-employee
          director serving as Chairman of the Board of Directors on such date;

     o    an additional $2,500 worth of common stock to each non-employee
          director serving on the Audit Committee on such date;

     o    an additional $5,000 worth of common stock to the non-employee
          director serving as the Chairman of the Audit Committee on such date;

     o    an additional $2,500 worth of common stock to each non-employee
          director serving on the Compensation Committee on such date;

     o    an additional $2,500 worth of common stock to the non-employee
          director serving as the Chairman of the Compensation Committee on such
          date;

     o    an additional $2,500 worth of common stock to each non-employee
          director serving on the Nominating and Corporate Governance Committee
          on such date; and

     o    an additional $2,500 worth of common stock to each non-employee
          director serving on the Strategic Planning Committee (beginning
          January 1, 2007).



          Such common stock shall be valued at the average closing price of the
common stock on The NASDAQ Capital Market (or such other principal exchange on
which the common stock is then listed, or the average of the closing bid and
asked prices in the over-the-counter market, as applicable) on the five
consecutive trading days ending two days prior to the date of each grant.

EX-21.1

                                                                    Exhibit 21.1

SUBSIDIARIES OF REGISTRANT

Name of Entity                                Jurisdiction of Incorporation
- --------------                                -----------------------------

Applix AG                                     Switzerland

Applix Canada, Inc.                           Delaware

Applix GmbH                                   Germany

Veriteam GmbH                                 Germany

Applix (UK) Limited                           United Kingdom

Veriteam France                               France

Veriteam Limited                              United Kingdom

Applix Securities Corp.                       Massachusetts

Applix Singapore, Inc.                        Delaware

Applix Asia Pacific Pty. Ltd.                 Australia

Dynamic Decisions Pty. Ltd.                   Australia

Sinper Corporation                            Florida

Target Systems Corporation                    Massachusetts

Veriteam, Inc.                                Delaware

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements Nos.
33-89382, 333-02340, 333-06303, 333-16963, 333-20853, 333-52603, 333-80861,
333-39462, 333-57670, 333-63550, 333-97101, 333-107027, 333-117762 and
333-126092 on Form S-8 of our report dated March 31, 2006, relating to the
consolidated financial statements of Applix, Inc., appearing in this Annual
Report on Form 10-K of Applix, Inc. for the year ended December 31, 2005.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
March 31, 2006

EX-31.1

                                                                    EXHIBIT 31.1

              CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
RULE 13a-14(a)/RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


I, David C. Mahoney, certify that:

1. I have reviewed this Annual Report on Form 10-K of Applix, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) [Not applicable.]

c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and



b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.


                                           /s/ David C. Mahoney
                                           -------------------------------------
                                           David C. Mahoney
                                           President and Chief Executive Officer

Date: March 31, 2006

EX-31.2

                                                                    EXHIBIT 31.2

              CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13a-14(a)/RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


I, Milton A. Alpern, certify that:

1. I have reviewed this Annual Report on Form 10-K of Applix, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) [Not applicable.]

c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and



b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.


                                           /s/ Milton A. Alpern
                                           -------------------------------------
                                           Milton A. Alpern
                                           Chief Financial Officer and Treasurer

Date: March 31, 2006

EX-32.1

                                                                    EXHIBIT 32.1

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report on Form 10-K of Applix, Inc. (the
"Company") for the fiscal year ended December 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, David C. Mahoney, President and Chief Executive Officer of the
Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



Date: March 31, 2006                       /s/ David C. Mahoney
                                           -------------------------------------
                                           David C. Mahoney
                                           President and Chief Executive Officer

EX-32.2

                                                                    EXHIBIT 32.2

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report on Form 10-K of Applix, Inc. (the
"Company") for the fiscal year ended December 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, Milton A. Alpern, Chief Financial Officer and Treasurer of the
Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



Date: March 31, 2006                       /s/ Milton A. Alpern
                                           -------------------------------------
                                           Milton A. Alpern
                                           Chief Financial Officer and Treasurer