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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark one)



|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005



OR



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------



Commission File Number: 0-27696



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GENSYM CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-2932756                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



52 Second Avenue

Burlington, MA 01803

(Address of principal executive offices)



Telephone Number (781) 265-7100

(Registrants telephone number, including area code)



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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 x No ̈



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



Indicate by check mark
whether the registrant is an accelerated filer (as defined in Rule 12-b-2 of the Exchange Act) Yes ̈No x



As of November
14, 2005 there were 7,429,548 shares of the Registrants Common Stock outstanding.



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##### Table of Contents

GENSYM CORPORATION



INDEX



|                             |  |                                                                                                                   |  |   
|---------------------------- |  | ----------------------------------------------------------------------------------------------------------------- |  | --
|Part IFinancial Information
|                             |  |                                                                                                                  
|Item 1.                      |  | Financial Statements (Unaudited)                                                                                  |  |   
|                             |  |                                                                                                                  
|                             |  | Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004 (Unaudited)                            |  | 3 
|                             |  |                                                                                                                  
|                             |  | Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2005 and 2004 (Unaudited) |  | 4 
|                             |  |                                                                                                                  
|                             |  | Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004 (Unaudited)           |  | 5 
|                             |  |                                                                                                                  
|                             |  | Notes to Consolidated Financial Statements                                                                        |  | 6 
|                             |  |                                                                                                                  
|Item 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                             |  | 10
|                             |  |                                                                                                                  
|Item 3.                      |  | Qualitative and Quantitative Disclosures About Market Risk                                                        |  | 28
|                             |  |                                                                                                                  
|Item 4.                      |  | Controls and Procedures                                                                                           |  | 28
|                             | 
|Part IIOther Information    |  |                                                                                                                  
|                             |  |                                                                                                                  
|Item 1.                      |  | Legal Proceedings                                                                                                 |  | 30
|                             |  |                                                                                                                  
|Item 2.                      |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                                  |  | 31
|                             |  |                                                                                                                  
|Item 5.                      |  | Other Information                                                                                                 |  | 31
|                             |  |                                                                                                                  
|Item 6.                      |  | Exhibits                                                                                                          |  | 31
|                             |  |                                                                                                                  
|                             |  | Signatures                                                                                                        |  | 32
|                             |  |                                                                                                                  
|                             |  | Exhibit Index                                                                                                     |  | 33



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | Consolidated Financial Statements
|------- | ---------------------------------



GENSYM CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)



|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                        |  | September 30,2005 |         |   | December 31,2004 |  
|ASSETS                                                                                                                                                                                                  |  |                   |         |   |                  |   |         |  
|Current assets:                                                                                                                                                                                         |  |                   |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                                               |  | $                 | 2,996   |   |                  | $ | 2,927   |  
|Accounts receivable, net of allowance for doubtful accounts of $53 at September 30, 2005 and $147 at December 31,
2004                                                                                  |  |                   | 2,374   |   |                  |   | 4,014   |  
|Prepaid and other current assets                                                                                                                                                                        |  |                   | 792     |   |                  |   | 664     |  
|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                                    |  |                   | 6,162   |   |                  |   | 7,605   |  
|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|Property and equipment, net                                                                                                                                                                             |  |                   | 709     |   |                  |   | 918     |  
|Deposits and other assets                                                                                                                                                                               |  |                   | 88      |   |                  |   | 516     |  
|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|Total assets                                                                                                                                                                                            |  | $                 | 6,959   |   |                  | $ | 9,039   |  
|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                    |  |                   |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                                                                    |  |                   |         |   |                  |   |         |  
|Accounts payable                                                                                                                                                                                        |  | $                 | 526     |   |                  | $ | 584     |  
|Accrued expenses                                                                                                                                                                                        |  |                   | 1,430   |   |                  |   | 2,058   |  
|Current portion of capital lease obligations                                                                                                                                                            |  |                   | 106     |   |                  |   | 193     |  
|Deferred revenue                                                                                                                                                                                        |  |                   | 3,782   |   |                  |   | 4,202   |  
|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                               |  |                   | 5,844   |   |                  |   | 7,037   |  
|Capital lease obligations, net of current portion                                                                                                                                                       |  |                   | 135     |   |                  |   | 263     |  
|Long-term deferred revenue                                                                                                                                                                              |  |                   | 98      |   |                  |   | 108     |  
|Other long-term liabilities                                                                                                                                                                             |  |                   | 63      |   |                  |   |        |  
|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                                       |  |                   | 6,140   |   |                  |   | 7,408   |  
|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|Commitments and contingencies (Note 7)                                                                                                                                                                  |  |                   |         |   |                  |   |         |  
|Stockholders equity:                                                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Preferred stock, $.01 par valueAuthorized 2,000,000 shares issued and outstandingnone                                                                                                                 |  |                   |        |   |                  |   |        |  
|Common stock, $.01 par valueAuthorized20,000,000 shares issued7,773,229 and 7,626,196 shares in 2005 and 2004 respectively
Outstanding7,424,442 and 7,261,927 shares in 2005 and 2004, respectively |  |                   | 78      |   |                  |   | 76      |  
|Capital in excess of par value                                                                                                                                                                          |  |                   | 22,123  |   |                  |   | 21,982  |  
|Treasury stock348,787 shares in 2005 and 364,269 shares in 2004, at cost                                                                                                                               |  |                   | (1,301  | ) |                  |   | (1,359  | )
|Accumulated deficit                                                                                                                                                                                     |  |                   | (20,086 | ) |                  |   | (19,244 | )
|Accumulated other comprehensive income                                                                                                                                                                  |  |                   | 5       |   |                  |   | 176     |  
|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                                              |  |                   | 819     |   |                  |   | 1,631   |  
|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                                                                              |  | $                 | 6,959   |   |                  | $ | 9,039   |  
|                                                                                                                                                                                                        |  |                   |         |   |                  |   |         |  



The accompanying notes
are an integral part of these unaudited consolidated financial statements.



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GENSYM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share
amounts)



|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|-------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                   |  | Three Months endedSeptember 30, |        |   | Nine months endedSeptember 30, |  
|                                                   |  | 2005                            |        |   | 2004                           |   |       | 2005 |  |   | 2004   |  
|Revenues:                                          |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Product                                            |  | $                               | 830    |   |                                | $ | 1,607 |      |  | $ | 4,868  |   |  | $ | 5,376  |  
|Services                                           |  |                                 | 2,375  |   |                                |   | 2,822 |      |  |   | 8,138  |   |  |   | 7,509  |  
|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Total revenues                                     |  |                                 | 3,205  |   |                                |   | 4,429 |      |  |   | 13,006 |   |  |   | 12,884 |  
|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Cost of revenues:                                  |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Product                                            |  |                                 | 115    |   |                                |   | 109   |      |  |   | 370    |   |  |   | 588    |  
|Services                                           |  |                                 | 995    |   |                                |   | 1,319 |      |  |   | 3,427  |   |  |   | 3,049  |  
|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Total cost of revenues                             |  |                                 | 1,110  |   |                                |   | 1,428 |      |  |   | 3,797  |   |  |   | 3,637  |  
|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Gross profit                                       |  |                                 | 2,095  |   |                                |   | 3,001 |      |  |   | 9,209  |   |  |   | 9,247  |  
|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Operating expenses:                                |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Sales and marketing                                |  |                                 | 1,142  |   |                                |   | 1,077 |      |  |   | 3,851  |   |  |   | 3,225  |  
|Research and development                           |  |                                 | 970    |   |                                |   | 822   |      |  |   | 2,988  |   |  |   | 2,568  |  
|General and administrative                         |  |                                 | 979    |   |                                |   | 969   |      |  |   | 3,139  |   |  |   | 2,906  |  
|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Total operating expenses                           |  |                                 | 3,091  |   |                                |   | 2,868 |      |  |   | 9,978  |   |  |   | 8,699  |  
|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Operating (loss) income                            |  |                                 | (996   | ) |                                |   | 133   |      |  |   | (769   | ) |  |   | 548    |  
|Other expense, net                                 |  |                                 | (61    | ) |                                |   | (110  | )    |  |   | (67    | ) |  |   | (175   | )
|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|(Loss) income before provision for income taxes    |  |                                 | (1,057 | ) |                                |   | 23    |      |  |   | (836   | ) |  |   | 373    |  
|Provision for income taxes                         |  |                                 | (18    | ) |                                |   | (68   | )    |  |   | 6      |   |  |   | (24    | )
|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Net (loss) income                                  |  | $                               | (1,039 | ) |                                | $ | 91    |      |  | $ | (842   | ) |  | $ | 397    |  
|                                                   |  |                                 |        |   |                                |   |       |      |  |   |        |   |  |   |        |  
|Basic (loss) earnings per share                    |  | $                               | (0.14  | ) |                                | $ | 0.01  |      |  | $ | (0.12  | ) |  | $ | 0.06   |  
|Diluted (loss) earnings per share                  |  | $                               | (0.14  | ) |                                | $ | 0.01  |      |  | $ | (0.12  | ) |  | $ | 0.05   |  
|Basic weighted average common shares outstanding   |  |                                 | 7,367  |   |                                |   | 7,225 |      |  |   | 7,304  |   |  |   | 7,175  |  
|Diluted weighted average common shares outstanding |  |                                 | 7,367  |   |                                |   | 8,033 |      |  |   | 7,304  |   |  |   | 7,896  |  



The accompanying notes
are an integral part of these unaudited consolidated financial statements.



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GENSYM CORPORATION



CONSOLIDATED
STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                                                         |  |                                |       |   |      |   |        |  
|---------------------------------------------------------------------------------------- |  | ------------------------------ | ----- | - | ---- | - | ------ | -
|                                                                                         |  | Nine months endedSeptember 30, |      
|                                                                                         |  | 2005                           |       |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |                                |       |   |      |   |        |  
|Net (loss) income                                                                        |  | $                              | (842  | ) |      | $ | 397    |  
|Adjustments to reconcile net (loss) income to net cash provided by operating activities: |  |                                |       |   |      |   |        |  
|Depreciation and amortization                                                            |  |                                | 418   |   |      |   | 413    |  
|Loss on disposal of equipment                                                            |  |                                | 3     |   |      |   | 6      |  
|Non-cash compensation                                                                    |  |                                | 57    |   |      |   | 35     |  
|Provision for bad debt                                                                   |  |                                | (94   | ) |      |   | (93    | )
|Changes in assets and liabilities:                                                       |  |                                |       |   |      |   |        |  
|Accounts receivable                                                                      |  |                                | 1,710 |   |      |   | 1,371  |  
|Prepaid expenses and other current assets                                                |  |                                | (173  | ) |      |   | (121   | )
|Accounts payable                                                                         |  |                                | (52   | ) |      |   | 431    |  
|Accrued expenses                                                                         |  |                                | (480  | ) |      |   | (457   | )
|Deposits and other assets                                                                |  |                                |      |   |      |   | 187    |  
|Deferred revenue                                                                         |  |                                | (404  | ) |      |   | (1,340 | )
|Long term debt                                                                           |  |                                |       |   |      |   |        |  
|                                                                                         |  |                                |       |   |      |   |        |  
|Net cash provided by operating activities                                                |  |                                | 143   |   |      |   | 1,113  |  
|                                                                                         |  |                                |       |   |      |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |                                |       |   |      |   |        |  
|Purchases of property and equipment                                                      |  |                                | (295  | ) |      |   | (32    | )
|Decrease in other assets                                                                 |  |                                | 360   |   |      |   |       |  
|                                                                                         |  |                                |       |   |      |   |        |  
|Net cash provided by (used in) investing activities                                      |  |                                | 65    |   |      |   | (32    | )
|                                                                                         |  |                                |       |   |      |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |                                |       |   |      |   |        |  
|Principal payments on capital lease obligations                                          |  |                                | (85   | ) |      |   | (73    | )
|Proceeds from exercise of stock options and issuance of common stock under stock plans   |  |                                | 142   |   |      |   | 66     |  
|                                                                                         |  |                                |       |   |      |   |        |  
|Net cash provided by (used in) financing activities                                      |  |                                | 57    |   |      |   | (7     | )
|                                                                                         |  |                                |       |   |      |   |        |  
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                  |  |                                | (196  | ) |      |   | 77     |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                |  |                                | 69    |   |      |   | 1,151  |  
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                           |  |                                | 2,927 |   |      |   | 1,818  |  
|                                                                                         |  |                                |       |   |      |   |        |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                 |  | $                              | 2,996 |   |      | $ | 2,969  |  
|                                                                                         |  |                                |       |   |      |   |        |  



The accompanying notes
are an integral part of these unaudited consolidated financial statements.



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##### Table of Contents

GENSYM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1. Operations



We are a provider of rule engine software and services for mission-critical solutions that support and automate decisions in real time. Our flagship G2 software applies real-time rule technology for decisions that
optimize operations and that detect, diagnose, and resolve costly problems. With applications based on G2, organizations in manufacturing, utilities, communications, transportation, aerospace, finance, and government increase the agility of their
business operations and achieve greater levels of performance.



2. Basis of
Presentation



We have prepared the unaudited consolidated financial
statements included in this report pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) for interim financial reporting. Certain information and footnote disclosures, normally included in financial
statements prepared for the full year in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such SEC rules and regulations; nevertheless, our management believes that
the disclosures in this report are adequate to make the information presented not misleading. In the opinion of management, the consolidated financial statements reflect all adjustments (of a normal and recurring nature) that are necessary to
present fairly our consolidated financial position as of September 30, 2005 and our results of operations and cash flows for the three- and nine-month periods ended September 30, 2005 and 2004. These consolidated financial statements and
notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 31, 2005. The results of
operations for interim periods are not necessarily indicative of the results of operations for the full year or any other interim period. Certain prior period amounts have been reclassified to conform to the current period presentation.



During the three-month and nine-month periods ended September 30, 2005, we incurred
operating and net losses. This was in contrast to the year ended December 31, 2004 and the first six months of 2005, when we maintained operating and overall profitability. We have maintained positive cash flows for the year ended
December 31, 2004 and the first nine months of 2005. Our results for the nine-month period ended September 30, 2005 included a one time charge of $119,000 taken in connection with a the termination of a corporate employee in our European
offices. We believe that our cash and cash equivalents and cash flows from operations will be sufficient to meet our operating, investing and financing cash flow requirements through at least the next 12 months. Our ability to restore growth and
profitability in the fourth quarter of 2005 and beyond is dependent on market acceptance of our existing and next generation of G2 and G2-based products and related services and on renewal of maintenance contracts for customer support at
near-current levels.



Managements expectations for future revenue growth,
profitability, and operating cash flows involve significant judgments and estimates. Should these judgments and estimates prove to be inaccurate, we have the intent and ability to reduce our costs and delay, scale back, or eliminate certain of our
activities in order to ensure that we maintain positive cash and working capital. Any of these actions could have a material adverse long-term effect on our business, financial condition and results of operations.



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GENSYM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



3. Comprehensive (Loss) Income



The
components of comprehensive (loss) income for the three- and nine-month periods ended September 30, 2005 and 2004 are as follows (in thousands):



|                                        |  |                                 |        |                                |      |   |      |  |   |        |   |  |   |    
|--------------------------------------- |  | ------------------------------- | ------ | ------------------------------ | ---- | - | ---- |  | - | ------ | - |  | - | ---
|                                        |  | Three months endedSeptember 30, |        | Nine months endedSeptember 30,
|                                        |  | 2005                            |        |                                | 2004 |   | 2005 |  |   | 2004  
|Net (loss) income                       |  | $                               | (1,039 | )                              |      | $ | 91   |  | $ | (842   | ) |  | $ | 397
|Other comprehensive (loss) income:      |  |                                 |        |                                |      |   |      |  |   |        |   |  |   |    
|Foreign currency translation adjustment |  |                                 | 10     |                                |      |   | 31   |  |   | (171   | ) |  |   | 61 
|                                        |  |                                 |        |                                |      |   |      |  |   |        |   |  |   |    
|Comprehensive (loss) income             |  | $                               | (1,029 | )                              |      | $ | 122  |  | $ | (1,013 | ) |  | $ | 458
|                                        |  |                                 |        |                                |      |   |      |  |   |        |   |  |   |    



4. Net (Loss) Income Per Share



The following is a reconciliation of basic and diluted weighted average
shares used in the computation of net (loss) income per share (in thousands):



|                                             |  |                                 |  |                                |  |       |  |      
|-------------------------------------------- |  | ------------------------------- |  | ------------------------------ |  | ----- |  | -----
|                                             |  | Three months endedSeptember 30, |  | Nine months endedSeptember 30,
|                                             |  | 2005                            |  | 2004                           |  | 2005  |  | 2004 
|Weighted average common shares outstanding   |  | 7,367                           |  | 7,225                          |  | 7,304 |  | 7,175
|Additional dilutive common stock equivalents |  |                                |  | 808                            |  |      |  | 721  
|                                             |  |                                 |  |                                |  |       |  |      
|Diluted weighted average shares              |  | 7,367                           |  | 8,033                          |  | 7,304 |  | 7,896
|                                             |  |                                 |  |                                |  |       |  |      



For the three-month periods ended
September 30, 2005 and 2004, options to purchase 1,649,856 and 275,109 shares of common stock, respectively, were outstanding, but were not included in the computation of diluted earnings per share. In 2005, the shares were anti-dilutive as we
had a net loss for the period. In the corresponding period in 2004, the shares were anti-dilutive because the options exercise prices were greater than the average market price of the common stock.



For the nine-month periods ended September 30, 2005 and 2004, options to purchase
1,649,856 and 630,109 shares of common stock, respectively, were outstanding, but were not included in the computation of diluted earnings per share. In 2005, the shares were anti-dilutive as we had a net loss for the period. In the corresponding
period in 2004, the shares were anti-dilutive because the options exercise prices were greater than the average market price of the common stock.



5. Stock Based Compensation



We have adopted the disclosure requirements of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation and SFAS
No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure  an amendment of SFAS Statement No. 123. We continue to recognize compensation costs using the intrinsic value based method described in
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.



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GENSYM CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Net (loss) income and net (loss) income per share as reported in these consolidated financial
statements on a pro forma basis, as if the fair value based method described in SFAS No. 123 had been adopted, are as follows (in thousands except per share data):



|                                                                   |  |                                  |        |                                |      |   |      |  |   |        |   |  |   |     
|------------------------------------------------------------------ |  | -------------------------------- | ------ | ------------------------------ | ---- | - | ---- |  | - | ------ | - |  | - | ----
|                                                                   |  | Three months ended September 30, |        | Nine months endedSeptember 30,
|                                                                   |  | 2005                             |        |                                | 2004 |   | 2005 |  |   | 2004  
|Net (loss) income as reported                                      |  | $                                | (1,039 | )                              |      | $ | 91   |  | $ | (842   | ) |  | $ | 397 
|Stock based compensation expense under the fair value-based method |  |                                  | 65     |                                |      |   | 24   |  |   | 196    |   |  |   | 76  
|                                                                   |  |                                  |        |                                |      |   |      |  |   |        |   |  |   |     
|Pro forma net (loss) income                                        |  | $                                | (1,104 | )                              |      | $ | 67   |  | $ | (1,038 | ) |  | $ | 321 
|Basic (loss) earnings per share as reported                        |  | $                                | (0.14  | )                              |      | $ | 0.01 |  | $ | (0.12  | ) |  | $ | 0.06
|Diluted (loss) earnings per share as reported                      |  | $                                | (0.14  | )                              |      | $ | 0.01 |  | $ | (0.12  | ) |  | $ | 0.05
|Pro forma basic (loss) earnings per share                          |  | $                                | (0.15  | )                              |      | $ | 0.01 |  | $ | (0.14  | ) |  | $ | 0.04
|Pro forma diluted (loss) earnings per share                        |  | $                                | (0.15  | )                              |      | $ | 0.01 |  | $ | (0.14  | ) |  | $ | 0.04



In December 2004, the FASB issued SFAS
No. 123(R), Share Based Payment. This statement is a revision of SFAS No. 123, Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and related
interpretations. This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services or incurs a liability in exchange for goods and services that are based on the fair
value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. It requires an entity to measure the costs of employee services received in exchange for an award of equity instruments based on the
grant-date fair value of the award and recognize that cost over the service period. This statement is effective for the first annual period beginning after June 15, 2005. Accordingly, we will adopt its provisions effective January 1, 2006.
We have not yet determined the impact that adoption of this statement will have on our financial position or results of operations.



6. Segment Reporting



Revenue is presented geographically based on the country to which the product is shipped or where the services are provided. The following table presents revenues by geographic area:



|               |  |                                  |   |  |                                 |   |  |      |   |  |      |  
|-------------- |  | -------------------------------- | - |  | ------------------------------- | - |  | ---- | - |  | ---- | -
|               |  | Three months ended September 30, |   |  | Nine months ended September 30, |  
|               |  | 2005                             |   |  | 2004                            |   |  | 2005 |   |  | 2004 |  
|United States  |  | 45                               | % |  | 47                              | % |  | 47   | % |  | 49   | %
|Sweden         |  | 13                               | % |  | 10                              | % |  | 11   | % |  | 8    | %
|United Kingdom |  | 6                                | % |  | 4                               | % |  | 5    | % |  | 5    | %
|France         |  | 3                                | % |  | 13                              | % |  | 3    | % |  | 7    | %
|Asia           |  | 8                                | % |  | 5                               | % |  | 7    | % |  | 5    | %
|Canada         |  | 7                                | % |  | 6                               | % |  | 7    | % |  | 6    | %
|Rest of Europe |  | 12                               | % |  | 9                               | % |  | 15   | % |  | 13   | %
|Rest of World  |  | 6                                | % |  | 6                               | % |  | 5    | % |  | 7    | %
|               |  | 100                              | % |  | 100                             | % |  | 100  | % |  | 100  | %



Revenues from two customer represented
11% and 12%, respectively, of total revenues for the three months ended September 30, 2005. Revenues from one customer represented 15% of total revenues for the nine months ended September 30, 2005.



The following table presents our long-lived assets, net of depreciation and amortization, as
of September 30, 2005 and December 31, 2004 (in thousands):



|              |  |                    |     |                   |   |    
|------------- |  | ------------------ | --- | ----------------- | - | ---
|              |  | September 30, 2005 |     | December 31, 2004
|United States |  | $                  | 623 |                   | $ | 777
|Europe        |  |                    | 86  |                   |   | 141
|              |  |                    |     |                   |   |    
|Total         |  | $                  | 709 |                   | $ | 918
|              |  |                    |     |                   |   |    



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GENSYM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



7. Guarantor Arrangements



In November
2002, the FASB issued FASB Interpretation (FIN) No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN No. 45 clarifies that a guarantor is
required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN No. 45 are applicable on a
prospective basis to guarantees issued or modified after December 31, 2002, while the disclosure requirements are applicable in 2002. We have adopted FIN No. 45, and the adoption of FIN No. 45 did not have a material impact on our
financial position or results of operations.



The following is a summary of the
agreements that we have determined are within the scope of FIN No. 45:



As
permitted under Delaware law, we have agreements whereby we will indemnify our officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The term of the
indemnification period is for the officer or directors lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a Director and Officer
insurance policy that limits our exposure and enables us to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. All of these
indemnification agreements were grandfathered under the provisions of FIN No. 45 as they were in effect prior to December 31, 2002. Through this comprehensive insurance plan, our liability for these agreements as of September 30, 2005
is not material.



We enter into standard indemnification agreements in our
ordinary course of business. Pursuant to these agreements, we indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally our business partners or customers, in
connection with any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification agreements is generally perpetual any time after execution of the
agreement. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. We have never incurred costs to defend lawsuits or settle claims related to these indemnification
agreements. As a result, we believe the estimated fair value of these agreements is minimal. Accordingly, we believe our liabilities recorded for these agreements as of September 30, 2005 are immaterial.



We generally warrant that our unmodified software products, when used as specified, will
substantially conform to the applicable user documentation for a specified period of time (generally six months, and longer in jurisdictions with applicable statutory requirements). Additionally, we generally warrant that our consulting services
will be performed in a professional and workmanlike manner. In general, liability for these warranties is limited to the amounts paid by the customer. If necessary, we would provide for the estimated cost of product and service warranties based on
specific warranty claims and claim history, however, we have never incurred significant expense under our product or service warranties. As a result we believe the estimated fair value of these agreements is immaterial. We also generally offer
indemnification with respect to certain types of intellectual property claims and, occasionally, other matters.



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



Forward-Looking Statements



This quarterly report contains forward-looking statements and information relating to us and our subsidiaries, which are based on managements beliefs, as well as
assumptions made by our management and information currently available to us. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used herein, words such as
anticipate, believe, estimate, expect, intend and similar expressions, as they relate to our management or us, identify forward-looking statements. Such statements reflect our current views
with respect to future events and are subject to certain risks, uncertainties, and assumptions, including but not limited to those factors set forth below under the caption Factors That May Affect Future Results. Should one or more of
these risks or uncertainties materialize, or should an underlying assumption prove incorrect, actual results may vary materially from those described in this report as anticipated, believed, estimated, expected or intended. Investors are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. We undertake no obligation to update or revise any forward-looking statements.



Business Overview



We were incorporated in Delaware in 1986 to develop and sell software products for expert operations management. We are a provider of rule
engine software and services for mission-critical solutions that support and automate decisions in real time. Our flagship G2 software applies real-time rule technology for decisions that optimize operations and that detect, diagnose, and resolve
costly problems. With applications based on G2, organizations in manufacturing, utilities, communications, transportation, aerospace, finance, and government increase the agility of their business operations and achieve greater levels of
performance.



Applications of our products apply rule-logic in real time to
enable organizations to make better operational decisions. Benefits derived from the use of our products include:



| |  |  | greater agility in responding to changing business conditions;
| | - |  | --------------------------------------------------------------



| |  |  | increased production capacities;
| | - |  | --------------------------------



| |  |  | reduced consumption of energy, materials, and resources;
| | - |  | --------------------------------------------------------



| |  |  | avoidance of capital expenditures;
| | - |  | ----------------------------------



| |  |  | waste reduction, higher levels of product and service quality; and
| | - |  | ------------------------------------------------------------------



| |  |  | avoidance of costly operational disruptions and shutdowns.
| | - |  | ----------------------------------------------------------



Our key product is G2, a mature and robust software platform that underlies all of our other products. In June, 2004, we released G2 8.0, which represented a generational
advance in our G2 product line and introduced major new capabilities in the areas of reasoning technology, standards-based integration and embeddability, user interface, and developer productivity. G2 8.0 was designed to enable smooth migration of
applications running in earlier versions of G2.



We released our most recent
version of G2, version 8.1, in May 2005. This release added support for the widely adopted Business Process Execution Language standard, or BPEL, to enable the rapid creation and real-time execution of rule-driven business processes. G2 8.1 also
delivered major new capabilities that enhance usability for end users and increase productivity for application builders.



In November 2005, we launched webSCOR.com, a new G2-based Web service for collaborative design of supply-chain networks, policies, and best practices. This new Web-based
service enables supply-chain professionals to model and simulate alternative designs to maximize resiliency and performance across a range of operating scenarios.



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##### Table of Contents

We also offer a number of products that use G2 as a platform. These products enable customers to implement certain types
of applications more quickly and economically by providing domain-specific functionality. Our current products are:



|                       |  |                                                                                                                             
|---------------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|Product                |  | Application                                                                                                                 
|                       | 
|G2                     |  | Real-time, rule engine platform for optimizing operations and detecting, diagnosing and responding to problems in real time.
|                       | 
|G2 NeurOn-Line®        |  | Online, rule-driven neural-network models that predict, control, and optimize complex non-linear processes.                 
|                       | 
|G2 Optegrity          |  | Abnormal condition management of process plant units.                                                                       
|                       | 
|G2 Intelligent Objects |  | Abnormal condition management of process plant equipment.                                                                   
|                       | 
|G2 Integrity           |  | Expert fault management of voice and data networks.                                                                         
|                       | 
|G2 ReThink®            |  | Management of the business process life cycle through rule-driven simulation and online automation.                         
|                       | 
|G2 e-SCOR              |  | Simulation and analysis of supply chain performance under proposed configuration changes.                                   



We have a professional services group
that can be engaged by our customers to develop applications or assist in the development of applications. However, many of our customers build their own applications. We also offer multiple courses to train customers in the use of our products.



We derive revenue from sales of and service for our products and account for
such revenue in four ways:



| |  |  | Sale of product licenses  mostly one-time payment for perpetual licenses.
| | - |  | --------------------------------------------------------------------------



| |  |  | Customer support services  includes both product support and product enhancements and updates. Pricing is generally based on a percentage of the price of the product
license. Service contracts, mandatory for the first year following the purchase of a product license, are typically for one-year periods. Payment is due at the commencement of each support year, but revenue is recognized over the course of the year.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consulting services  provision of various billable services to customers for helping develop and install applications. Most of these services are billed on a time and
materials basis. Occasionally, we enter into fixed price arrangements, which are usually accounted for on a proportional performance basis.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Educational services  provision of training in the use of our products, some in public classes and some in-house for customers who require a dedicated training program.
These services are billed on a course-fee or day-rate basis.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We
have a sales force in the United States, Europe, and the Middle East. Our sales force is focused on the generation of new business in several vertical and horizontal markets. The vertical markets include: telecommunications; government; other
process manufacturing; chemical, oil, and gas; transportation; discrete manufacturing; power utilities; water utilities; and aerospace. The horizontal markets include business process management, supply chain management, and modeling and simulation.



Our sales activities have historically involved a combination of direct sales
to end users and indirect sales through partners. In January 2005, we launched an indirect channel strategy for our sales force that places their primary focus on development of new business through indirect channels. In addition, our sales force
will continue to support the current and future needs of our existing end user customers. As part of the execution of our indirect channel strategy, we have introduced new indirect channel programs designed to improve our ability to attract new



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##### Table of Contents

partners and to support existing partners, which pursue business based on our products across our target vertical markets. Channel partners are also able to
provide development, support, and training services to our customers. We have channel partners in North and South America, Europe, the Middle East, Africa, and the Asian-Pacific region.



The following is the breakdown of revenue by product and service revenue (in thousands):



|                                    |  |                                  |   |  |                                 |   |  |      |   |  |      |  
|----------------------------------- |  | -------------------------------- | - |  | ------------------------------- | - |  | ---- | - |  | ---- | -
|                                    |  | Three months ended September 30, |   |  | Nine months ended September 30, |  
|                                    |  | 2005                             |   |  | 2004                            |   |  | 2005 |   |  | 2004 |  
|Product license sales               |  | 26                               | % |  | 36                              | % |  | 37   | % |  | 42   | %
|Consulting and educational services |  | 21                               | % |  | 22                              | % |  | 22   | % |  | 17   | %
|Customer support services           |  | 53                               | % |  | 42                              | % |  | 41   | % |  | 41   | %
|Total                               |  | 100                              | % |  | 100                             | % |  | 100  | % |  | 100  | %



Prices for our products are generally
denominated in U.S. dollars or Euros. Telecom, the U.S. Government, particularly the Department of Defense, manufacturing, transportation, and the chemical, oil and gas industries are major markets for us. We have several significant OEM partners,
among them Siemens, Ericsson, and Motorola.



Critical Accounting Policies



The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad
debts, income taxes, and contingencies. We base our estimates on historical experience and on various other assumptions that we believe 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.



For a more detailed explanation of the judgments made in these areas, refer to our Annual Report on Form 10-K for the year ended
December 31, 2004. Our critical accounting policies, as detailed in our Form 10-K for the year ended December 31, 2004, have not changed during the nine-month period ended September 30, 2005.



Results of Operations



The following table sets forth, as a percentage of total revenues, consolidated statement of operations data for the periods indicated:



|                                                |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|----------------------------------------------- |  | -------------------------------- | -- |  | ------------------------------- | -- |  | ---- | -- |  | ---- | --
|                                                |  | Three months ended September 30, |    |  | Nine months ended September 30, |   
|                                                |  | 2005                             |    |  | 2004                            |    |  | 2005 |    |  | 2004 |   
|REVENUES:                                       |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|Product                                         |  | 26                               | %  |  | 36                              | %  |  | 37   | %  |  | 42   | % 
|Services                                        |  | 74                               | %  |  | 64                              | %  |  | 63   | %  |  | 58   | % 
|                                                |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|Total revenues                                  |  | 100                              | %  |  | 100                             | %  |  | 100  | %  |  | 100  | % 
|COST OF REVENUES:                               |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|Product                                         |  | 4                                | %  |  | 2                               | %  |  | 3    | %  |  | 4    | % 
|Services                                        |  | 31                               | %  |  | 30                              | %  |  | 26   | %  |  | 24   | % 
|                                                |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|Total cost of revenues                          |  | 35                               | %  |  | 32                              | %  |  | 29   | %  |  | 28   | % 
|Gross margin                                    |  | 65                               | %  |  | 68                              | %  |  | 71   | %  |  | 72   | % 
|                                                |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|OPERATING EXPENSES:                             |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|Sales and marketing                             |  | 36                               | %  |  | 24                              | %  |  | 30   | %  |  | 25   | % 
|Research and development                        |  | 30                               | %  |  | 19                              | %  |  | 23   | %  |  | 20   | % 
|General and administrative                      |  | 30                               | %  |  | 22                              | %  |  | 24   | %  |  | 23   | % 
|                                                |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|Total operating expenses                        |  | 96                               | %  |  | 65                              | %  |  | 77   | %  |  | 68   | % 
|                                                |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|Operating income                                |  | (31                              | )% |  | 3                               | %  |  | (6   | )% |  | 4    | % 
|OTHER INCOME (EXPENSES), NET                    |  | (2                               | )% |  | (2                              | )% |  | (1   | )% |  | (1   | )%
|                                                |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|(Loss) income before provision for income taxes |  | (33                              | )% |  | 1                               | %  |  | (7   | )% |  | 3    | % 
|PROVISION FOR INCOME TAXES                      |  | (1                               | )% |  | (1                              | )% |  | 0    | %  |  | 0    | % 
|                                                |  |                                  |    |  |                                 |    |  |      |    |  |      |   
|Net (loss) income                               |  | (32                              | )% |  | 2                               | %  |  | (7   | )% |  | 3    | % 
|                                                |  |                                  |    |  |                                 |    |  |      |    |  |      |   



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##### Table of Contents

Revenues



We derive revenue from two sources: product and services. Product revenues include revenues from sales of licenses for use of our software products which include G2
and related application software. Services revenues consist of fees for support and maintenance, which is generally provided on an annual contract basis; consulting services; and training courses related to our products.



Three-month period ended September 30, 2005



Revenues for the three-month periods
ended September 30, 2005 and 2004 were as follows:



|              |  |                                                |       |  |      |   |  |   |       |  |    |  
|------------- |  | ---------------------------------------------- | ----- |  | ---- | - |  | - | ----- |  | -- | -
|              |  | Three months ended September 30,(in thousands) |      
|              |  | 2005                                           |       |  | 2004 |  
|US            |  | $                                              | 1,436 |  | 45   | % |  | $ | 2,082 |  | 47 | %
|International |  |                                                | 1,769 |  | 55   | % |  |   | 2,347 |  | 53 | %
|              |  |                                                |       |  |      |   |  |   |       |  |    |  
|              |  |                                                | 3,205 |  |      |   |  |   | 4,429 |  |    |  



The decrease in overall revenues of
$1.2 million, or 28%, between the three-months ended September 30, 2005 and the same period in 2004 was primarily attributable to the following:



|                                             |  |                |      |  
|-------------------------------------------- |  | -------------- | ---- | -
|                                             |  | (in thousands) |     
|Decrease in license revenues                 |  | $              | (777 | )
|Decrease in consulting and training revenues |  |                | (321 | )
|Decrease in customer support services        |  |                | (141 | )



US based revenues decreased between
the two periods due to general reduction in sales activity. International based revenues decreased between the two periods primarily as a result of a decrease in European license revenues and consulting projects.



We had two customers that accounted for 11% and 12%, respectively, of revenues for the
three-month period ended September 30, 2005.



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##### Table of Contents

Our product and service revenues for the three month periods ended September 30,
2005 and 2004 were as follows:



|        |  |                                                |       |  |      |   |  |   |       |  |    |  
|------- |  | ---------------------------------------------- | ----- |  | ---- | - |  | - | ----- |  | -- | -
|        |  | Three months ended September 30,(in thousands) |      
|        |  | 2005                                           |       |  | 2004 |  
|Product |  | $                                              | 830   |  | 26   | % |  | $ | 1,607 |  | 36 | %
|Service |  |                                                | 2,375 |  | 74   | % |  |   | 2,822 |  | 64 | %
|        |  |                                                |       |  |      |   |  |   |       |  |    |  
|Total   |  |                                                | 3,205 |  |      |   |  |   | 4,429 |  |    |  



Product revenues for the three months
ended September 30, 2005 decreased by $0.8 million, or 48%, from the same period in 2004 due to a reduction in license bookings.



Services revenues for the three months ended September 30, 2005 decreased $0.4 million, or 16%, from the same period in 2004. This decrease was mainly attributable
to a reduction in customer support services and a decrease in consulting and training orders.



Nine-month period ended September 30, 2005



Revenues for the nine-month periods ended September 30, 2005 and 2004 were as follows:



|              |  |                                                |        |  |      |   |  |   |        |  |    |  
|------------- |  | ---------------------------------------------- | ------ |  | ---- | - |  | - | ------ |  | -- | -
|              |  | Nine months ended September 30, (in thousands) |       
|              |  | 2005                                           |        |  | 2004 |  
|US            |  | $                                              | 6,152  |  | 47   | % |  | $ | 6,341  |  | 49 | %
|International |  |                                                | 6,854  |  | 53   | % |  |   | 6,543  |  | 51 | %
|              |  |                                                |        |  |      |   |  |   |        |  |    |  
|              |  |                                                | 13,006 |  |      |   |  |   | 12,884 |  |    |  



The increase in overall revenue of
$0.1 million, or 1%, between the nine-months ended September 30, 2005 and the same period in 2004 was primarily attributable to the following:



|                                            |  |                |      |  
|------------------------------------------- |  | -------------- | ---- | -
|                                            |  | (in thousands) |     
|Increase in consulting and training revenue |  | $              | 695  |  
|Decrease in license revenue                 |  |                | (508 | )
|Decrease in customer support services       |  |                | (66  | )



US based revenue decreased between the
two periods as a result of the decrease in license sales to US based customers. International based revenue increased between the two periods in both revenue dollars and as a percentage of overall revenue as a result of increased international
license and consulting sales.



We had one
customer that accounted for 15% of revenue for the nine-month period ended September 30, 2005.



Our product and service revenues for the nine-month periods ended September 30, 2005 and 2004 were as follows:



|        |  |                                                |        |  |      |   |  |   |        |  |    |  
|------- |  | ---------------------------------------------- | ------ |  | ---- | - |  | - | ------ |  | -- | -
|        |  | Nine months ended September 30, (in thousands) |       
|        |  | 2005                                           |        |  | 2004 |  
|Product |  | $                                              | 4,868  |  | 37   | % |  | $ | 5,376  |  | 42 | %
|Service |  |                                                | 8,138  |  | 63   | % |  |   | 7,509  |  | 58 | %
|        |  |                                                |        |  |      |   |  |   |        |  |    |  
|Total   |  |                                                | 13,006 |  |      |   |  |   | 12,884 |  |    |  



Product revenues for the nine months
ended September 30, 2005 decreased by $0.5 million, or 9%, from the same period in 2004. This decrease was attributable to lower license sales worldwide.



Services revenues for the nine months ended September 30, 2005 increased $0.6 million, or 8%, from the same period in 2004. This increase was mainly attributable
to a large consulting order received through a US government prime contractor and improved consulting sales in Europe.



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##### Table of Contents

Cost of Revenues



Cost of revenues primarily consists of consulting labor, technical support costs, general office expenses, and the costs of material and
labor involved in producing and distributing our software.



Three-month period ended September 30, 2005



Costs of revenues for the three-month periods ended September 30, 2005 and 2004 were:



|        |  |                                                 |       |  |      |   |  |   |       |  |    |  
|------- |  | ----------------------------------------------- | ----- |  | ---- | - |  | - | ----- |  | -- | -
|        |  | Three months ended September 30, (in thousands) |      
|        |  | 2005                                            |       |  | 2004 |  
|Product |  | $                                               | 115   |  | 10   | % |  | $ | 109   |  | 8  | %
|Service |  |                                                 | 995   |  | 90   | % |  |   | 1,319 |  | 92 | %
|        |  |                                                 |       |  |      |   |  |   |       |  |    |  
|Total   |  |                                                 | 1,110 |  |      |   |  |   | 1,428 |  |    |  



Product costs increased slightly for
the three month ended September 30, 2005 as compared to the same period in 2004 because production costs do not fluctuate in proportion to the decrease in license sales.



Service costs decreased $0.3 million, or 25% for the three months ended September 30, 2005 as compared to the same period in 2004. This
decrease was primarily attributable to a one time previously deferred cost incurred in 2004, that was recognized in conjunction with deferred revenue that was not repeated in 2005.



Gross margin percentages for the three-month periods ended September 30, 2005 and 2004 were:



|        |  |                                  |   |  |      |  
|------- |  | -------------------------------- | - |  | ---- | -
|        |  | Three months ended September 30, |  
|        |  | 2005                             |   |  | 2004 |  
|Product |  | 86                               | % |  | 93   | %
|Service |  | 58                               | % |  | 53   | %
|Total   |  | 65                               | % |  | 68   | %



Our gross margin on product decreased
from 93% to 86% during the three-month period ended September 30, 2005 as compared to the same period in 2004. This decrease in gross margin reflects that our product expenses did not decrease while our product revenue decreased. Our product
expenses do not necessarily decrease when there is a decrease in our revenues. These product costs are generally fixed labor and facility costs.



Our gross margin on service improved from 53% to 58% for the three-month period ended September 30, 2005 as compared to the same period in 2004 as a result of
decrease in services sales that required subcontractor services.



Nine-month period ended September 30, 2005



Cost of revenues primarily consists of consulting labor, technical support costs, general office expenses, and the costs of material and labor involved in producing and distributing our software. These costs for the nine-month periods ended
September 30, 2005 and 2004 were:



|        |  |                                                |       |  |      |   |  |   |       |  |    |  
|------- |  | ---------------------------------------------- | ----- |  | ---- | - |  | - | ----- |  | -- | -
|        |  | Nine months ended September 30, (in thousands) |      
|        |  | 2005                                           |       |  | 2004 |  
|Product |  | $                                              | 370   |  | 10   | % |  | $ | 588   |  | 16 | %
|Service |  |                                                | 3,427 |  | 90   | % |  |   | 3,049 |  | 84 | %
|        |  |                                                |       |  |      |   |  |   |       |  |    |  
|Total   |  |                                                | 3,797 |  |      |   |  |   | 3,637 |  |    |  



Product costs decreased $0.2 million
for the nine months ended September 30, 2005 as compared to the same period in 2004. This decrease was primarily due to a decrease in royalty fees as a result of a one-time large license order



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received from a US government prime contractor received in 2004; we did not have a similar order in 2005.



Service costs increased $0.4 million for the nine months ended September 30, 2005 as
compared to the same period in 2004. This increase was primarily attributable to the following:



|                                                                     |  |                |  
|-------------------------------------------------------------------- |  | -------------- | -
|                                                                     |  | (in thousands) |  
|Increase in subcontractor to support increase in consulting sales    |  | 468            |  
|Increase in commissions due to higher sales                          |  | 71             |  
|Increase in travel to support higher sales                           |  | 67             |  
|Decrease in deferred expense recognized in 2004 not repeated in 2005 |  | (238           | )



Gross margin percentages for the
nine-month periods ended September 30, 2005 and 2004 were:



|        |  |                                 |   |  |      |  
|------- |  | ------------------------------- | - |  | ---- | -
|        |  | Nine months ended September 30, |  
|        |  | 2005                            |   |  | 2004 |  
|Product |  | 92                              | % |  | 89   | %
|Service |  | 58                              | % |  | 59   | %
|Total   |  | 71                              | % |  | 72   | %



Our gross margin on product increased
from 89% to 92% during the nine-month period ended September 30, 2005 as compared to the respective period in 2004. This increase is the result of a one time royalty fees for a large license order from the US government prime contractor
received in 2004 that was not repeated in 2005.



Our gross margin on service
decreased from 59% to 58% for the nine-month period ended September 30, 2005 as compared to the same period in 2004 as a result of realizing smaller margins on sales that required subcontractor services.



Operating Expenses



Three-month period ended September 30, 2005



Sales and Marketing. Sales and marketing expenses consist
primarily of costs associated with personnel involved in the sales and marketing process, sales commissions, sales facilities, travel and lodging, trade shows and seminars, advertising, and promotional materials. These expenses for the three-month
period ended September 30, 2005 were $1.1 million, an increase of $0.1 million, or 6%, from the same period in 2004. The increase was primarily attributable to the following:



|                                                                   |  |                |   
|------------------------------------------------------------------ |  | -------------- | --
|                                                                   |  | (in thousands)
|Increase in personnel expense, including recruiting and relocation |  | $              | 50
|Increase in marketing/sales programs expenses                      |  |                | 10



Research and Development.
Research and development expenses consist primarily of costs of personnel, equipment and facilities. Expenditures include support of the existing G2 product line as well as the development of the new software reasoning platform, TrueManage. These
expenses for the three months ended September 30, 2005 were $1.0 million, an increase of $0.1 million, or 18%, from the same period in 2004. This increase is primarily attributable to the $0.1 million increase in labor costs for additional
engineering personnel.



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General and Administrative. General and administrative expenses consist primarily of personnel costs for finance,
administration, operations and general management, as well as legal and accounting expenses. These expenses for the three months ended September 30, 2005 remained unchanged from the same period in 2004 at $1.0 million. This was primarily
attributable to the following:



|                                                                                   |  |                |     |  
|---------------------------------------------------------------------------------- |  | -------------- | --- | -
|                                                                                   |  | (in thousands) |    
|Increase in professional fees to support corporate planning and investor relations |  | $              | 84  |  
|Increase due to charge related to insurance claim reserve                          |  |                | 67  |  
|Increase in bad debt due to reduction of allowance in 2004 not repeated in 2005    |  |                | 30  |  
|Decrease in personnel costs                                                        |  |                | (81 | )
|Decrease in legal expense                                                          |  |                | (50 | )
|Decrease in accounting expense                                                     |  |                | (25 | )
|Decrease in board fees based on reduction in number of board members               |  |                | (24 | )



Nine-month period ended September 30, 2005



Sales and
Marketing. Sales and marketing expenses for the nine-month period ended September 30, 2005 were $3.9 million, an increase of $0.6 million, or 19%, from the same period in 2004. The increase was primarily attributable to the following:



|                                                                                             |  |                |    
|-------------------------------------------------------------------------------------------- |  | -------------- | ---
|                                                                                             |  | (in thousands)
|Increase in commissions as a result of new commission structure                              |  | $              | 279
|Increase in labor costs for additional marketing support including recruiting and facilities |  |                | 206
|Increase in marketing/sales programs and expenses                                            |  |                | 61 
|Increase in travel                                                                           |  |                | 61 



Research and Development.
Research and development expenses for the nine months ended September 30, 2005 were $3.0 million, an increase of $0.4 million, or 16%, from the same period in 2004. This increase was primarily attributable to the increase in labor costs for
additional engineering personnel, including facilities expense of $0.4 million.



General and Administrative. General and administrative expenses for the nine months ended September 30, 2005 were $3.1 million, an increase of $0.2 million, or 8%, from the same period in 2004. This increase was primarily
attributable to the following:



|                                                                                                                  |  |                |  
|----------------------------------------------------------------------------------------------------------------- |  | -------------- | -
|                                                                                                                  |  | (in thousands) |  
|Increase in professional fees to support corporate planning, Sarbanes-Oxley Act compliance and investor relations |  | 216            |  
|Increase in reserve for employee insurance claim                                                                  |  | 67             |  
|Increase due to charge related to the termination of an employee                                                  |  | 59             |  
|Increase in bad debt as a result of large reduction in 2004 not repeated in 2005                                  |  | 42             |  
|Increase in travel                                                                                                |  | 31             |  
|Decrease in audit fees                                                                                            |  | (102           | )
|Decrease in recruiting expenses                                                                                   |  | (82            | )
|Decrease in board fees due to reduction in number of board members                                                |  | (29            | )
|Decrease in legal fees                                                                                            |  | (22            | )



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The charge taken in connection with the termination of an employee relates to the termination of a corporate employee in
our European offices.



Other income (expense), net



Other expense, net consists primarily of interest income and expense, realized gains or
losses on foreign exchange transactions, and translation adjustments charged to income or expense.



Three-month period ended September 30, 2005



Other expense, net for the three months ended September 30, 2005 was $58,000, compared to other expense, net of $110,000 for the same
period in 2004. The decrease is primarily due to foreign exchange rate losses due to the weakening of the US dollar and the repayment of intercompany loan.



Nine-month period ended September 30, 2005



Other expense, net for the nine months ended September 30, 2005 was $67,000, compared to other expense, net of $175,000 for the same
period in 2004. The increase in other expense is primarily due to the following:



|                                                |  |                |  
|----------------------------------------------- |  | -------------- | -
|                                                |  | (in thousands) |  
|Exchange rate losses due to weakening US dollar |  | 85             |  
|One time write off Swedish subsidiary in 2004   |  | 36             |  
|Bond income in 2004 not repeated in 2005        |  | (23            | )



Income Taxes



Three-month period ended September 30, 2005



Our benefit from income taxes results from income tax credits in the US
offset by tax liabilities in foreign jurisdictions where our wholly owned subsidiaries have taxable income but do not have operating loss carry forwards to reduce tax obligations. Benefit from income taxes for the three months ended
September 30, 2005 was $18,000, compared to $68,000 for the same period in 2004. The decrease in the tax benefit for the three months ended September 30, 2005 is primarily attributable to a one-time reduction in tax liabilities in 2004
that was not repeated in 2005.



Nine-month
period ended September 30, 2005



Provision for income taxes for the
nine months ended September 30, 2005 was $6,000, compared to a tax benefit of $24,000 for the same period in 2004. The increase in the tax provision for the nine months ended September 30, 2005 is primarily attributable to a one-time
reduction in tax liabilities in 2004 that was not repeated in 2005.



LIQUIDITY AND CAPITAL RESOURCES



Our September 30, 2005 cash and cash equivalents were $3.0 million unchanged from September 30, 2004.



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Net Cash provided by operating activities for the nine-month period ended September 30, 2005 was $143,000 compared
to net cash provided by operating activities of $1,113,000 for the same period in 2004. This primarily attributable to the following:



|                                                                                                     |  |                                                |       |   |      |   |        |  
|---------------------------------------------------------------------------------------------------- |  | ---------------------------------------------- | ----- | - | ---- | - | ------ | -
|                                                                                                     |  | Nine Months Ended September 30, (in thousands) |      
|                                                                                                     |  | 2005                                           |       |   | 2004 |  
|Net (loss) income                                                                                    |  | $                                              | (842  | ) |      | $ | 397    |  
|Non-cash expenses (depreciation, amortization, loss on disposal of equipment, non-cash compensation) |  |                                                | 384   |   |      |   | 361    |  
|Accounts receivable                                                                                  |  |                                                | 1,710 |   |      |   | 1,371  |  
|Prepaid expenses and other assets                                                                    |  |                                                | (173  | ) |      |   | (121   | )
|Accounts payable and accrued expenses                                                                |  |                                                | (595  | ) |      |   | (26    | )
|Bond held under contract                                                                             |  |                                                |      |   |      |   |       |  
|Deferred revenue                                                                                     |  |                                                | (404  | ) |      |   | (1,340 | )
|Long term debt                                                                                       |  |                                                | 63    |   |      |   |       |  
|Net cash provided by operating activities                                                            |  |                                                | 143   |   |      |   | 1,113  |  



Cash provided by investing activities
for the nine-month period ended September 30, 2005 was $64,000 compared to cash used in investing activities of $32,000 for the same period in 2004. This was primarily attributable to the following:



|                                                    |  |                                              |      |   |      |   |     |  
|--------------------------------------------------- |  | -------------------------------------------- | ---- | - | ---- | - | --- | -
|                                                    |  | Nine Months EndedSeptember 30,(in thousands) |     
|                                                    |  | 2005                                         |      |   | 2004 |  
|Purchase of property and equipment                  |  | $                                            | (295 | ) |      | $ | (32 | )
|Decrease in other assets                            |  |                                              | 360  |   |      |   |    |  
|Net cash provided by (used in) investing activities |  |                                              | 65   |   |      |   | (32 | )



Cash used in financing activities for
the nine-months period ended September 30, 2005 was $57,000 compared to cash used in financing activities of $7,000 for the same period in 2004. This was primarily attributable to the following:



|                                                    |  |                                               |     |   |      |   |     |  
|--------------------------------------------------- |  | --------------------------------------------- | --- | - | ---- | - | --- | -
|                                                    |  | Nine Months EndedSeptember 30, (in thousands) |    
|                                                    |  | 2005                                          |     |   | 2004 |  
|Principle payments under capital leases             |  | $                                             | (85 | ) |      | $ | (73 | )
|Proceeds from exercise of stock options             |  |                                               | 142 |   |      |   | 66  |  
|Net cash provided by (used in) financing activities |  |                                               | 57  |   |      |   | (7  | )



While we reported a loss of $0.8
million for the nine-month period ended September 30, 2005, cash and cash equivalents remained unchanged between September 30, 2005 and 2004 because of an improvement of accounts receivable collections and extending vendor payment terms.



We currently finance our operations, along with capital expenditures,
primarily through cash flows from operations and our current cash. Our lease commitments consist of operating leases primarily for our facilities and computer equipment. We also have capital leases for certain computer equipment.



Managements expectations for future revenue growth, profitability, and operating cash
flows involve significant judgments and estimates. Should these judgments and estimates prove to be inaccurate, we have the intent and ability to reduce our costs and delay, scale back, or eliminate certain of our activities in order to ensure that
we maintain positive cash and working capital. Any of these actions could have a material adverse long-term effect on our business, financial condition and results of operations.



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Commitments and Contingencies



Leases



We lease our facilities and certain equipment under operating and capital leases. The future minimum annual payments under these leases at September 30, 2005 are as
follows:



|                                              |  |                 |       |                |   |    
|--------------------------------------------- |  | --------------- | ----- | -------------- | - | ---
|                                              |  | (in thousands) 
|For the period ended December 31,             |  | OperatingLeases |       | Capital Leases
|2005                                          |  | $               | 240   |                |   | 39 
|2006                                          |  |                 | 367   |                |   | 112
|2007                                          |  |                 | 266   |                |   | 102
|2008                                          |  |                 | 141   |                |   | 13 
|2009                                          |  |                 | 132   |                |   |   
|Thereafter                                    |  |                 | 175   |                |   |   
|                                              |  |                 |       |                |   |    
|Total minimum lease payments                  |  | $               | 1,321 |                | $ | 266
|Less: Amount representing interest            |  |                 |       |                |   | 25 
|                                              |  |                 |       |                |   |    
|Present value of minimum lease payments       |  |                 |       |                |   | 241
|Less: Current portion                         |  |                 |       |                |   | 106
|                                              |  |                 |       |                |   |    
|Long-term portion of capital lease obligation |  |                 |       |                | $ | 135



Litigation



In May 2005, we received notification from a court in the Netherlands
related to a judgment against Gensym in the amount of $119,000 in connection with the termination of a corporate employee in our European offices.



We are involved in various lawsuits, claims and inquiries, most of which are routine to the nature of our business. In the opinion of our management, the resolution of
these matters will not have a material adverse effect on our financial position, results of operations or cash flows.



Stock Repurchase Program



In the third quarter of 1998, we began a program to repurchase up to 650,000 shares of our common stock on the open market. As of September 30, 2005, 501,300 shares
had been repurchased at a cost of approximately $1,869,000. No shares were purchased in 2005, 2004 or 2003. During the three months ended September 30, 2005 and 2004, respectively, we reissued 2,806 and 5,287 shares of common stock to employees
and non-employee directors. During the nine months ended September 30, 2005 and 2004, respectively, we reissued 7,858 and 14,965 shares of common stock to employees and non-employee directors. As of September 30, 2005, 348,787 shares
remained in treasury at a cost of $1,300,975.



Related party transaction



On January 9, 2002 we entered into a three-year Original Equipment
Manufacturer agreement with Integration Objects Inc., an offshore Tunisian corporation involving three employees who continue to work for us. In February 2005, we extended the agreement for an additional six months. The agreement calls for the
payment of royalties, based on a fixed and determinable percentage of the product sales price, in connection with our use of their product. These payments are to be made within 30-days after payment from the end user is received. During the three-
and nine-month periods ended September 30, 2005, we paid Integration Objects a total of $18,112 and $58,136, respectively.



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On April 21, 2005 we entered a six month consulting agreement with Cianciotta Holdings, Inc., an entity wholly-owned
by Frank Cianciotta, who was then a member of our board of directors. Pursuant to the agreement, Cianciotta Holdings, Inc. provides business development and sales consulting services to us, which services are performed by Mr. Cianciotta. The
agreement called for payments of $6,500 per month to assist in strategic business development opportunities.



In September 2005, we entered into a consulting agreement, effective September 1, 2005, with Market-Partners, Inc., a provider of consulting and technology solutions. Pursuant to the agreement, Market-Partners
provides business development and sales consulting services to us, which services are provided by Frank Cianciotta, who is a subcontractor for Market-Partners and was then a member of our board of directors. We agreed to pay Market-Partners $10,000
per month for consulting services and an additional $3,333 per month for the first six months of the agreement as a performance bonus. After the first six months, the monthly performance bonus payment under the agreement will be an amount equal to
5% of our gross revenue for web hosted business or software delivered on a monthly service fee basis. Either we or Market-Partners may terminate the agreement at any time after March 1, 2006, for any reason, upon specified written notice of the
other party.



Mr. Cianciotta resigned from our board of directors
effective October 27, 2005. We paid Mr. Cianciotta a total of $17,699 and $43,225 for each of the three and nine-month periods ended September 30, 2005 pursuant to these consulting agreements.



Recent Accounting Pronouncements



In December 2004, the FASB issued SFAS No. 123(R), Share Based Payment. This
statement is a revision of SFAS No. 123, Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations. This statement establishes
standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services or incurs a liability in exchange for goods and services that are based on the fair value of the entitys equity
instruments or that may be settled by the issuance of those equity instruments. It requires an entity to measure the costs of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award
and recognize that cost over the service period. This statement is effective for the first annual period beginning after June 15, 2005. Accordingly, we will adopt its provisions effective January 1, 2006. We have not yet determined the
impact that adoption of this statement will have on our financial position or results of operations.



Factors That May Affect Future Results



The following important factors, among others, could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Form 10-Q or presented elsewhere by management form
time to time.



We have a history of operating losses.



While we were profitable in 2004, we incurred operating losses for the nine month period
ended September 30, 2005 and in 2003 and for three of the five years ended December 31, 2004. In August 2001, we announced a strategic restructuring of our company that included a 40% reduction in workforce, a realignment of our software
and services product lines, and a renewed focus on our existing customers. With the restructuring, we achieved profitability for each fiscal quarter of 2002 and for the year ended December 31, 2002. We incurred operating losses in each of the
first three quarters of 2003 but achieved profitability in the fourth quarter of 2003 and in 2004 as a whole. As of September 30, 2005, our accumulated deficit was $20.0 million. Our ability to achieve and maintain profitability is dependent on
continued revenue from new and existing customers and expense control. There can be no assurance that we will return to profitability and even if we do achieve profitability, we cannot assure you that we can sustain profitability on a quarterly or
annual basis.



We are reliant on fees from maintenance contracts and
renewals of those contracts. If we fail to retain our maintenance customers, our revenues may be adversely affected.



We rely on maintenance contract renewals for a significant percentage of our revenue, as software maintenance fees have become a large component of our total revenues,
representing 35%, 44% and 39% of our total revenues in the years ended December 31, 2004, 2003 and 2002, respectively. For the three



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and nine months ended September 30, 2005, software maintenance fees represented 53% and 41%, respectively, of our total revenue. While a maintenance
contract on our products is mandatory for the first year after purchase, subsequent renewals of the maintenance contract are at the discretion of our customers. Accordingly, our failure to retain maintenance customers or a significant decline in the
rate of maintenance contract renewals could have a material adverse effect on our business, results of operations, cash flows, and financial position.



We rely heavily on indirect distribution channels and strategic partner relationships for the sales of our products. If these relationships are disrupted, our
revenues may be adversely affected.



We sell our products in part
through value-added resellers, systems integrators, original equipment manufacturers and distributors, which are not under our control. Sales of our products by such channel partners represented 49%, 56% and 52% of our product revenues in years
ended December 31, 2004, 2003 and 2002, respectively. For the three- and nine- months ended September 30, 2005, channel partner license fees represented 68% and 61% of our product revenue. We rely heavily on our indirect sales partners for
sales of our expert operations management products to new customers. The loss of major original equipment manufacturers or resellers of our products, a significant decline in their sales, or difficulty on the part of such third-party developers or
resellers in developing successful G2-based applications could have a material adverse effect on our business, results of operations, cash flows or financial position. There can be no assurance that we will be able to attract or retain additional
qualified third-party resellers, or that third-party resellers will be able to effectively sell and implement our products. In addition, we rely on third-party resellers to provide post-sales service and support to our customers, and any
deficiencies in such service and support could adversely affect our business, results of operations, cash flows, and financial position.



We depend heavily on our sales and marketing force.



Our future success in the expert operations management marketplace will depend, in part, upon the productivity of our sales and marketing personnel, our ability to
continue to attract, integrate, train, motivate and retain new sales and marketing personnel, and our ability to manage sales and channel partners. There can be no assurance that our investment in sales and marketing will ultimately prove to be
successful. In addition, there can be no assurance that our sales and marketing personnel will be able to compete successfully against the significantly more extensive and better funded sales and marketing operations of many of our current and
potential competitors. Our inability to manage our sales and marketing personnel effectively could have a material adverse effect on our business, results of operations, cash flows, and financial position.



Our quarterly operating results may vary, leading to fluctuations in trading prices of
our common stock and possible liquidity problems.



We have
experienced, and may experience in the future, significant quarter-to-quarter fluctuations in our operating results. There can be no assurance that revenue growth or profitable operations can be attained on a quarterly or annual basis in the future.
Our sales cycle typically ranges from 6 to 12 months, and the cost of acquiring our software, building and deploying applications, and training users represents a significant expenditure for customers. Our relatively long sales cycle and high
license fees, together with fixed short-term expenses, can cause significant variations in operating results from quarter to quarter, based on a relatively small variation in the timing of major orders. Factors such as the timing of new product
introductions and upgrades and the timing of significant orders could contribute to this quarterly variability. In addition, we ship software products within a short period after receipt of an order and typically do not have a material backlog of
unfilled orders of software products. Therefore, revenues from software licenses in any quarter are substantially dependent on orders booked in that quarter. Historically, a majority of each quarters revenues from software licenses has come
from license contracts that have been executed in the final weeks of that quarter. The revenues for a quarter may include some large orders. If the timing of any of these large orders is delayed, it could result in a substantial reduction in
revenues for that quarter. Our expense levels are based in part on expectations of future revenue levels. A shortfall in



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expected revenues could therefore result in a disproportionate decrease in our results of operations, cash flows, and financial position.



We rely heavily on revenues from our G2 and G2-based products. If demand for the G2
product declines, our revenues may be adversely affected.



Substantially all of our license revenues are derived from G2, a customizable object-oriented development and deployment platform for building expert operations management systems, and from software application products based on G2 and
other core technologies. Accordingly, our business and financial results are substantially dependent upon the continued customer acceptance and deployment of G2 and our other products. The timing of major G2 releases may affect the timing of
purchases of our products. We have introduced several G2-based products for building applications and are developing others. We believe that market acceptance of these products will be important to our future growth. There can be no assurance that
such products will achieve market acceptance or that new products will be successfully developed.



In addition, we rely on many of our distribution partners to develop G2-based products for specialized markets. Accordingly, our business and financial results are also linked to the continued successful product
development by our partners and market acceptance of such G2-based products. Any decline in the demand for G2 and our other products, whether as a result of competitive products, price competition, the lack of success of our partners, technological
change, the shift in customer demand toward complete solutions, or other factors, could have a material adverse effect on our business, results of operations, cash flows, and financial position.



Our business may suffer if we fail to address the challenges associated with
international operations.



Our international revenues represented 50%,
54%, and 57% of our total revenues for years ended December 31, 2004, 2003, and 2002, respectively. For the three- and nine- months ended September 30, 2005, international revenues represented 55% and 53% of our total revenue. We
categorize our revenues according to product shipment destination, which therefore does not necessarily reflect the ultimate country of installation. The international portion of our business is subject to a number of inherent risks, including
difficulties in building and managing international operations, difficulties in localizing products and translating documentation into local languages, fluctuations in the value of international currencies, fluctuating import/export duties and
quotas, and unexpected regulatory, economic, or political changes in international markets. There can be no assurance that these factors will not adversely affect our business, results of operations, cash flows, and financial position.



Our software is complex and may contain undetected errors. Such errors could cause
costly delays in product introduction or require costly software design modifications.



Complex software products such as those that we offer may contain unintended errors or failures commonly referred to as bugs. There can be no assurance that, despite significant testing by us and by
current and potential customers, errors will not be found in new products after commencement of commercial shipments. Although we have not experienced material adverse effects resulting from any such errors or defects to date, there can be no
assurance that errors or defects will not be discovered in the future that could cause delays in product introduction and shipments or require design modifications that could adversely affect our business, results of operations, cash flows, and
financial position.



Our business may suffer if we fail to remain
competitive with other companies offering similar products and services.



A number of companies offer products that include rule engine capabilities or that perform certain functions of G2 for specific applications. In all of our markets, there is competition from point solutions, real-time and rule
engine products, and internally developed software. There are commercially available software development tools that software application developers or potential customers could use to build software that has functionality similar to our products.



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In addition, we believe that end users in our markets are increasingly seeking application-specific products and
components as well as complete solutions, rather than general software tools to develop application-specific functionality and solutions. Meeting this demand has required us to modify our sales approach. We are increasingly reliant on indirect
channel partners, including original equipment manufacturers, value-added resellers, and systems integrators, to satisfy market requirements. A number of software companies offer products that compete in specific application areas addressed by these
partners, such as cement kiln control, manufacturing execution systems, logistics systems, and network management, and they could be successful in supplying alternatives to products based on our software.



Companies offering competitive rule engine products include Fair Isaac, ILOG, and Computer
Associates. Certain companies, such as Micromuse and Aspen Technology, sell point solutions that compete with operations management applications based on G2 with respect to specific applications or uses. Several companies, including
ILOG, Pavilion, and System Management Arts, offer operations management products with limited real-time, expert system, or fault isolation capabilities, but at lower price points than those provided by us. Certain competitors in this category have
greater financial and other resources than we do and might introduce new or improved products to compete with G2, possibly at lower prices.



Many of our customers have significant investments in their existing solutions and have the resources necessary to enhance existing products and to develop future
products. These customers may develop and incorporate competing technologies into their systems or may outsource responsibility for such systems to others who do not use our products. There is no assurance that we can successfully persuade
development personnel within these customers organizations to use G2-based products that can cost effectively compete with their internally developed products. Thus there could be a reduction in the need for our products and services that may
limit our future opportunities.



We believe that continued investment in
research and development and sales and marketing will be required to maintain our competitive position. There can be no assurance that competitors will not develop products or provide services that are superior to our products or services or achieve
greater market acceptance. Competitive pressures faced by us could force us to reduce our prices, which could result in reduced profitability. There can be no assurance that we will be able to compete successfully against current and future sources
of competition or that such competition will not have a material adverse effect on our business, results of operations, cash flows, and financial position.



Sales of our products are highly dependent on our customers capital expenditure budgets. If an economic downturn causes our customers to reduce their capital
expenditures, our revenues may be adversely affected.



Because capital
expenditures are often viewed as discretionary by organizations, sales of our products for capital budget projects are subject to general economic conditions. Future recessionary conditions in the industries that use our products may adversely
affect our business, results of operations, cash flows, or financial position.



Our business may be adversely affected if we fail to develop new products and respond to changes in technology.



The market for our products is characterized by rapid technological change, evolving industry standards, changes in end-user requirements, and frequent new product
introductions and enhancements. Our future success will depend in part upon our ability to enhance our existing products, to introduce new products and features to meet changing customer requirements and emerging industry standards, and to manage
transitions from one product release to the next. We have from time to time experienced delays in introducing new products and product enhancements. There can be no assurance that we will not experience difficulties that could delay or prevent the
successful development, introduction and marketing of these new products and product enhancements. There also can be no assurance that we will successfully complete the development of new or enhanced products, that we will successfully manage the
transition to future versions of G2, or to successor technology, or that our future products will achieve market acceptance. In addition, the introduction of products embodying new technologies and the emergence of



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new industry standards could render our existing products and products currently under development obsolete and unmarketable. From time to time, new
products, capabilities, or technologies may be announced that have the potential to replace or shorten the life cycle of our existing product offerings. There can be no assurance that announcements of currently planned or other new product offerings
will not cause customers to defer purchasing our existing products.



Our
research and development in new reasoning technologies may not lead to profitable commercialization.



We are developing a new software reasoning platform, TrueManage that is designed for handheld computing devices and targeted at application markets not currently addressed by our G2 and G2-based products. We have also
begun to develop a TrueManage application product called LifeVisor, a cell phone device for self-management of chronic conditions such as diabetes and obesity. Development of TrueManage and LifeVisor is complex, requiring specialized technical
expertise. The targeted handheld computing markets are experiencing rapid advancements in related technologies and applications. We anticipate that it will require significant funding to develop, launch, and build distribution channels for
TrueManage and LifeVisor. There can be no assurance that we will be able to provide this level of funding internally. There can be no assurance that we will be able to raise additional funding externally at reasonable rates. Our strategy is to
distribute these products, particularly LifeVisor, through other companies that have significantly larger presence and scale in the targeted markets than we do. There can be no assurance that we will be able to successfully complete the development
of TrueManage and LifeVisor, that we will be able to provide functionality that is accepted by the targeted markets, or that we will be able to build partnerships for profitable distribution of these products.



Managing our international operations is complex and our failure to do so successfully
or in a cost-effective manner would have a material adverse effect on our business, operating results and financial condition



International sales accounted for 50%, 54% and 57% of our total revenues for the years ended December 31, 2004, 2003 and 2002, respectively. For the three- and nine-
months ended September 30, 2005, international revenues represented 55% and 53% of our total revenue. Our international operations require significant management attention and financial resources.



There are certain risks inherent in our international business activities including:



| |  |  | changes in foreign currency exchange rates;
| | - |  | -------------------------------------------



| |  |  | unexpected changes in regulatory requirements;
| | - |  | ----------------------------------------------



| |  |  | tariffs and other trade barriers;
| | - |  | ---------------------------------



| |  |  | costs of localizing products for foreign countries;
| | - |  | ---------------------------------------------------



| |  |  | lack of acceptance of localized products in foreign countries;
| | - |  | --------------------------------------------------------------



| |  |  | longer accounts receivable payment cycles;
| | - |  | ------------------------------------------



| |  |  | difficulties in managing international operations;
| | - |  | --------------------------------------------------



| |  |  | tax issues, including restrictions on repatriating earnings;
| | - |  | ------------------------------------------------------------



| |  |  | weaker intellectual property protection in other countries;
| | - |  | -----------------------------------------------------------



| |  |  | economic weakness or currency related crises that may arise in different countries or geographic regions; and
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | the burden of complying with a wide variety of foreign laws.
| | - |  | ------------------------------------------------------------



These factors may have a material adverse effect on our future international sales and, consequently, on our business, operating results and financial condition.



Our stock price may be volatile and an investment in our common stock
could suffer a decline in value.



The market price for our common
stock may fluctuate significantly in response to a number of factors, some of which are beyond our control. These factors include:



| |  |  | actual or anticipated fluctuations in our operating results;
| | - |  | ------------------------------------------------------------



| |  |  | developments or disputes concerning proprietary rights;
| | - |  | -------------------------------------------------------



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| |  |  | the loss of key management or technical personnel;
| | - |  | --------------------------------------------------



| |  |  | technological innovations or new products;
| | - |  | ------------------------------------------



| |  |  | governmental regulatory action;
| | - |  | -------------------------------



| |  |  | fluctuations in currency exchange rates;
| | - |  | ----------------------------------------



| |  |  | general conditions in the software industry;
| | - |  | --------------------------------------------



| |  |  | broad market fluctuations; and
| | - |  | ------------------------------



| |  |  | economic conditions in the United States or abroad.
| | - |  | ---------------------------------------------------



The stock market has recently experienced extreme price and volume fluctuations. These fluctuations have particularly affected the market price of many software
companies, often without regard to their operating performance. These factors may have a material adverse effect on our future stock prices and, consequently, on our business, operating results and financial condition.



Compliance with changing regulation of corporate governance and public disclosure may
result in additional risks and expenses.



Changing laws, regulations
and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and NASDAQ rules, are creating uncertainty for companies such as ours. These new or changed laws, regulations and
standards are subject to varying interpretations in many cases and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, our efforts to comply
with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and management time and attention. In particular, our efforts to comply with Section 404 of
Sarbanes-Oxley and the related regulations regarding our required assessment of our internal controls over financial reporting and our external auditors audit of that assessment has required the commitment of significant financial and
managerial resources and we expect our compliance efforts to require the continued commitment of significant resources. Additionally, if our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by
regulatory or governing bodies, our reputation may be harmed and we might be subject to sanctions or investigation by regulatory authorities, such as the SEC. Any such action could adversely affect our business and the market price of our stock.



Our common stock is quoted on the OTC Bulletin Board, which limits the
liquidity and could negatively affect the value of our common stock.



Our common stock is quoted on the OTC Bulletin Board, which provides significantly less liquidity than a securities exchange, such as the American Stock Exchange, or an automated quotation system, such as the NASDAQ National or SmallCap
Market.



Purchasers of shares of our common stock may find it difficult to
resell their shares at prices quoted in the market or at all. There is currently a limited volume of trading in our common stock, and on many days there has been no trading activity at all. We cannot predict when or whether investor interest in our
common stock might lead to an increase in its market price or the development of a more active trading market or how liquid that market might become.



Additionally, because our common stock is listed on the OTC Bulletin Board, the liquidity of our common stock is impaired, not only in the number of shares that are
bought and sold, but also through delays in the timing of transactions, and limited coverage by security analysts and the new media, if any, of our company. As a result, prices for shares of our common stock may be lower than might otherwise prevail
if our common stock was traded on NASDAQ or a national securities exchange, like the American Stock Exchange.



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Because we rely heavily upon proprietary technology, our business could be adversely affected if we are unable to
protect our proprietary technology or if third parties successfully assert infringement claims against us.



Our success is heavily dependent upon our proprietary technology. We rely upon a combination of trade secret, contract, copyright, patent, and trademark law to protect
our proprietary rights in our products and technology. We enter into confidentiality and/or license agreements with our employees, third-party resellers, and end users and limit access to and distribution of our software, documentation, and other
proprietary information. In addition, we have placed technical inhibitors in our software that prevent such software from running on unauthorized computers. However, effective patent, copyright, and trade secret protection may not be available in
every country in which our products are distributed. There can be no assurance that the steps taken by us to protect our proprietary technology will be adequate to prevent misappropriation of our technology by third parties, or that third parties
will not be able to develop similar technology independently. In addition, there can be no assurance that third parties will not assert infringement claims in the future or that such claims will not be successful.



Changes to financial accounting standards could make it more expensive to issue stock
options to employees, which will increase our compensation costs and may cause us to change our business practices.



We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. These accounting principles are subject
to interpretation by the Public Company Accounting Oversight Board, the SEC and various other bodies. A change in those policies could have a significant effect on our reported results and may affect our reporting of transactions completed before a
change is announced. For example, we have used stock options and other long-term equity incentives as a component of our employee compensation packages. We believe that stock options and other long-term equity incentives directly motivate our
employees to maximize long-term stockholder value and, through the use of vesting, encourage employees to remain with us. In December 2004, the Financial Accounting Standards Board issued a final standard that will require us to record a charge to
earnings for the fair value employee stock option grants. Originally, this standard was to be effective for periods beginning after June 15, 2005. However, in April 2005, the Financial Accounting Standards Board changed the implementation date
for the new standard to the beginning of a companys next fiscal year that begins after June 15, 2005. This means that the new standard will be effective for us beginning in 2006. We could adopt the standard in one of two ways the modified
prospective transition method or the modified retrospective transition method, and we have not concluded how we will adopt the new standard. In addition, regulations implemented by the NASDAQ National Market generally require stockholder approval
for all stock option plans, which could make it more difficult or expensive for us to grant stock options to employees if we comply with such regulations. We will, as a result of these changes, incur increased compensation costs, which could be
material and we may change our equity compensation strategy or find it difficult to attract, retain and motivate employees.



Provisions in our corporate documents and Delaware law could delay or prevent a change of control of our company, even if that change would be beneficial to our
stockholders.



Our certificate of incorporation and bylaws contain
provisions that may make a change of control of our company difficult, even if it would be beneficial to our stockholders, including provisions governing the classification, nomination and removal of directors, prohibiting stockholder action by
written consent and regulating the ability of our stockholders to bring matters for action before annual stockholder meetings, and the authorization given to our board of directors to issue and set the terms of preferred stock.



In addition, we have adopted a stockholder rights plan, which would cause extreme dilution to
any person or group that attempts to acquire a significant interest in our company without advance approval of our board of directors, while Section 203 of the Delaware General Corporation Law would impose restrictions on mergers and other
business combinations between us and any holder of 15 percent or more of our outstanding common stock.



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|ITEM 3. | Qualitative and Quantitative Disclosures About Market Risk
|------- | ----------------------------------------------------------



Investment Portfolio



We do not use derivative financial instruments in our investment portfolio. If we place our funds in other than demand deposit accounts we use instruments that meet high credit quality standards, such as money market
funds, government securities, and commercial paper. We limit the amount of credit exposure to any one issuer. At September 30, 2005, substantially all of our funds were in demand deposit accounts.



Impact of Foreign Currency Rate Changes



Our contracts with customers are generally denominated in US dollars or Euros. We transact
business in various countries and thus have exposure to adverse movements in foreign currency exchange rates. This exposure is primarily related to intercompany receivable and payable balances that are recorded on the balance sheet in currencies
other than the functional currency. These amounts are translated at each month end to the functional currency in each country, and any resulting gain or loss is recorded in the currency translation adjustment of the equity section of the balance
sheet. In addition, we have certain cash balances held in currencies other than our functional currency or the functional currency of our subsidiaries. These amounts are translated at each month end to the functional currency in each country, and
any resulting gain or loss is recorded in the appropriate statements of operations.



|ITEM 4. | Controls and Procedures.
|------- | ------------------------



Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures
as of September 30, 2005. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and procedures of a company that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit to the SEC 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 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 disclosure. Our 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
our disclosure controls and procedures as of September 30, 2005, as a result of the material weaknesses in our internal controls over financial reporting described below, our chief executive officer and chief financial officer concluded that,
as of such date, our disclosure controls and procedures were not effective.



During, and shortly following, the fiscal quarter ended June 30, 2003, we experienced turnover in our accounting and finance organization. In particular, our corporate controller left our company, and our European controller was on a
personal leave of absence beginning in June 2003, returned to full-time status in October 2003, and was on personal leave again from April 2004 through May 15, 2005, when his employment was terminated. Furthermore, our former chief financial
officer left our company in early August 2003. Management determined that the loss, or temporary absence of, these personnel resulted in certain conditions which, when considered collectively, constituted a material weakness in our internal
controls. Such conditions included:



| |  |  | insufficient resources to perform an appropriate review and supervision of the preparation of accounting records related to our foreign subsidiaries;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | insufficient resources to accurately prepare consolidated financial statements from detailed accounting records;
| | - |  | ----------------------------------------------------------------------------------------------------------------



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| |  |  | insufficiently developed accounting processes to support efficient preparation and independent auditor review of the consolidated financial statements; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | insufficient resources to oversee the preparation of the consolidated financial statements.
| | - |  | -------------------------------------------------------------------------------------------



In addition to these weaknesses, our former independent auditors, PricewaterhouseCoopers LLP, identified certain other matters representing
material weaknesses in internal controls over financial reporting in connection with their audit of our financial statements for the year ended December 31, 2003. These items included:



| |  |  | material weakness in our financial reporting closing and review process;
| | - |  | ------------------------------------------------------------------------



| |  |  | material weakness in our supervisory approval of journal entries;
| | - |  | -----------------------------------------------------------------



| |  |  | material weakness in the control over our consolidation process and reporting by our subsidiaries; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | material weakness in our access and signatory rights to our bank accounts outside of the United States.
| | - |  | -------------------------------------------------------------------------------------------------------



Our current independent auditors, Vitale, Caturano & Company, Ltd., identified certain other matters representing material
weaknesses or significant deficiencies in internal controls over financial reporting in connection with their audit of our financial statements for the year ended December 31, 2004. These items included:



| |  |  | material weakness in our consolidation process; and
| | - |  | ---------------------------------------------------



| |  |  | significant deficiency in reporting and responsibility for the review and approval of customer contracts and invoices.
| | - |  | ----------------------------------------------------------------------------------------------------------------------



Beginning in the quarter ended September 30, 2003 we took a number of corrective actions
to address the material weaknesses discussed above, including:



| |  |  | engaging, on a part time basis, a consultant who had served our company in a similar capacity in the past to perform the chief financial officer function until a permanent chief
financial officer was hired;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | initiating a search in the third quarter of 2003 for a new permanent chief financial officer that resulted in Stephen D. Allison, who has more than 25 years of finance experience
with private and public companies, including 15 years of service as chief financial officer and vice president of finance, joining us in March 2004;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | engaging a full-time contract accounting professional to supplement our accounting and financial reporting resources;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | hiring a new senior corporate controller with extensive software industry experience;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | reviewing and upgrading the sub-contracted accounting support provided to our subsidiaries;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | consolidating reporting and responsibility for reviews of information, including foreign currency translations, from our subsidiaries to our corporate headquarters;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adding our chief financial officer as a signatory to most of our bank accounts;
| | - |  | -------------------------------------------------------------------------------



| |  |  | reviewing and reorganizing our accounting organization to provide improved lines of responsibility, review and authority;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | implementing formal and documented closing procedures, which, among other things, require supervisory approval of certain journal entries based on a predefined criteria and the
review and approval of all adjusting journal entries, contemporaneous accounting issue resolution, a hard close at the end of every month and a reorganization of our subsidiary reporting procedure and timing;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | purchasing a new Epicor accounting system, which will bring all of our foreign subsidiaries onto the same accounting system, to replace our old Oracle accounting system and
implementing the system for the US and four international subsidiaries, leaving the French and Italian subsidiaries on separate accounting systems;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | engaging Bridgemark, a division of BDO Seidman, LLP, to assist us with compliance with the Sarbanes-Oxley Act of 2002 and related rules and regulations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | evaluating our intercompany borrowing arrangements and establishment of policies and procedures to evidence and classify intercompany borrowings;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | reviewing our corporate organizational structure and the dissolution of several small foreign subsidiaries, which was undertaken to streamline our foreign subsidiary reporting
procedure and timing;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establishment of polices and procedures to evidence and classify intercompany borrowings;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | the continuation of the review or our corporate organizational structure and the dissolution of small subsidiaries to streamline our foreign subsidiary reporting procedure and
timing; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | completing a formal reorganization of the accounting organization where all European staff report directly to the US corporate controller.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



We have performed additional procedures to evaluate the extent to which the internal control
weaknesses discussed above could have led to material misstatements in our consolidated financial statements. Based on our evaluation, we do not believe that the control weaknesses and deficiencies noted above led to any material misstatements in
the consolidated financial statements included in this report.



No change in
our 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 September 30, 2005 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.



We are continuing the
process of establishing remote access for all of our bank accounts and adding our chief financial officer and chief executive officer as signatories to all of our bank accounts. We are also evaluating our review and approval process relating to
customer contracts and invoices, and intend to revise the reporting and responsibility for that process.



PART II. OTHER INFORMATION



|ITEM 1. | Legal Proceedings
|------- | -----------------



In May 2005, we received notification from a court in the Netherlands of a judgment against Gensym in the amount of $119,000 in connection with the termination of a corporate employee in our European offices.



We are involved in various lawsuits, claims and inquiries, most of which are
routine to the nature of our business. In the opinion of management, the resolution of these matters will not have a material adverse effect on our financial position, results of operations or cash flow.



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|Item 2. | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
|------- | --------------------------------------------------------------------------------



The following table provides information about purchases by the company during the quarter ended September 30, 2005 of equity
securities that are registered by the company pursuant to Section 12 of the Exchange Act:



GENSYM PURCHASES OF EQUITY SECURITIES



|                  |  |                                      |  |                              |   |                                                                                      |         |                                                                                    |        
|----------------- |  | ------------------------------------ |  | ---------------------------- | - | ------------------------------------------------------------------------------------ | ------- | ---------------------------------------------------------------------------------- | -------
|Period            |  | Total Number of Shares Purchased (1) |  | Average Price Paid per Share |   | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |         | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (3)
|07/01/05-07/31/05 |  | 0                                    |  | $                            |  |                                                                                      | 501,300 |                                                                                    | 148,700
|08/01/05-08/31/05 |  | 0                                    |  |                              |  |                                                                                      | 501,300 |                                                                                    | 148,700
|09/01/05-09/30/05 |  | 0                                    |  |                              |  |                                                                                      | 501,300 |                                                                                    | 148,700



|(1) | We repurchased an aggregate of 501,300 shares of our common stock pursuant to the repurchase program that we publicly announced on July 1, 1998 (the Program).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Our board of directors approved the repurchase by us of up to an aggregate of 650,000 shares of our common stock pursuant to the Program. Unless terminated earlier by resolution of
our board of directors, the Program will expire when we have repurchased all shares authorized for repurchase thereunder.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | We do not anticipate making further purchases under this Program.
|--- | -----------------------------------------------------------------



|ITEM 5. | Other Information
|------- | -----------------



On September 30, 2005, we entered into a consulting agreement, effective September 1, 2005, with Market-Partners, Inc., a provider of consulting and technology solutions. Pursuant to the agreement,
Market-Partners provides business development and sales consulting services to us, which services are provided by Frank Cianciotta, who is a subcontractor for Market-Partners and was then a member of our board of directors. We agreed to pay
Market-Partners $10,000 per month for consulting services and an additional $3,333 per month for the first six months of the agreement as a performance bonus. After the first six months, the monthly performance bonus payment under the agreement will
be an amount equal to 5% of our gross revenue for web hosted business or software delivered on a monthly service fee basis. Either we or Market-Partners may terminate the agreement at any time after March 1, 2006, for any reason, upon specified
written notice of the other party.



|ITEM 6. | Exhibits
|------- | --------



The following exhibits are filed as part of this Report on Form 10-Q:



|               |  |                                                                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                      
|               | 
|10.1           |  | Agreement, effective September 1, 2005, by and between Gensym Corporation and Market-Partners, Inc.                                                                                              
|               | 
|31.1           |  | Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|               | 
|31.2           |  | Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|               | 
|32.1           |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                               
|               | 
|32.2           |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                               



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SIGNATURES



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



|                         |  |  |  |                                
|------------------------ |  |  |  | -------------------------------
|                         |  |  |  | GENSYM CORPORATION (Registrant)
|                         |  | 
|Dated: November 14, 2005 |  |  |  | /s/    STEPHEN D.
ALLISON      
|                         |  |  |  | Stephen D. Allison             
|                         |  |  |  | Chief Financial Officer        
|                         |  |  |  | (Principal Accounting Officer) 



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EXHIBIT INDEX



|               |  |                                                                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                      
|               | 
|10.1           |  | Agreement, effective September 1, 2005 by and between Gensym Corporation and Market-Partners, Inc.                                                                                               
|               | 
|31.1           |  | Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|               | 
|31.2           |  | Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|               | 
|32.1           |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                               
|               | 
|32.2           |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                               



33