10-Q 1 bvsn-20160930x10q.htm 10-Q BVSN-20160930 Q3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

 

 

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

OR



 

 

 

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transaction period from _________ to __________


Commission File Number 001-34205

BROADVISION, INC.

(Exact name of registrant as specified in its charter)



 

 

 

 

 

Delaware

 

94-3184303

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

1700 Seaport Blvd., Suite 210

 

94063

Redwood City, California

 

 

(Address of principal executive offices)

 

(Zip code)

(650) 331-1000

(Registrant's telephone number, including area code)

 

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  No 



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 



Large accelerated filer                       Accelerated filer           

Non-accelerated filer (do not check if a smaller reporting company)  

Smaller reporting company



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



As of October 31,  2016, the registrant had 4,948,488 shares of common stock outstanding.




 



 

BROADVISION, INC. AND SUBSIDIARIES

 

FORM 10-Q

 

Quarter Ended September 30,  2016

 

TABLE OF CONTENTS





 



 

PART I. FINANCIAL INFORMATION

 



 

Item 1.   Financial Statements

 

Condensed Consolidated Balance Sheets at September 30, 2016 and December 31, 2015 (unaudited)

1

Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2016 and 2015 (unaudited)

2

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016  and 2015 (unaudited)

3

Notes to Condensed Consolidated Financial Statements (unaudited)

4

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

15

Item 4.   Controls and Procedures

15



 

PART II.    OTHER INFORMATION

 



 

Item 1.   Legal Proceedings

16

Item 1A.Risk Factors

16

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

24

Item 3.   Defaults Upon Senior Securities

24

Item 4.   Mine Safety Disclosures

24

Item 5.   Other Information

24

Item 6.   Exhibits

25



 

SIGNATURES

26



 

EXHIBIT 31.1

 

EXHIBIT 31.2

 

EXHIBIT 32.1

 













 

 

 


 



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BROADVISION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amounts)







 

 

 

 

 

 



 

 

 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015

ASSETS

 

 

(unaudited)

 

 

(See Note 1)

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

8,841 

 

$

9,600 

Short-term investments

 

 

12,975 

 

 

19,531 

Accounts receivable, net of reserves of $170 and $135 as of September 30, 2016 and December 31, 2015, respectively

 

 

925 

 

 

1,751 

Prepaids and other

 

 

1,211 

 

 

1,098 

Total current assets

 

 

23,952 

 

 

31,980 

Property and equipment, net

 

 

68 

 

 

87 

Other assets

 

 

151 

 

 

143 

Total assets

 

$

24,171 

 

$

32,210 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

503 

 

$

551 

Accrued expenses

 

 

1,936 

 

 

2,161 

Unearned revenue

 

 

1,276 

 

 

1,518 

Deferred maintenance

 

 

703 

 

 

1,553 

Total current liabilities

 

 

4,418 

 

 

5,783 

Other non-current liabilities

 

 

783 

 

 

918 

Total liabilities

 

 

5,201 

 

 

6,701 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 1,000 shares authorized; no shares issued and outstanding as of September 30, 2016 and December 31, 2015

 

 

 

 

 

 

Common stock, $0.0001 par value; 11,200 shares authorized; 4,948 and 4,895 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively

 

 

 -

 

 

 -

Additional paid-in capital

 

 

1,270,389 

 

 

1,269,582 

Accumulated other comprehensive loss

 

 

(989)

 

 

(739)

Accumulated deficit

 

 

(1,250,430)

 

 

(1,243,334)

Total stockholders’ equity

 

 

18,970 

 

 

25,509 

Total liabilities and stockholders’ equity

 

$

24,171 

 

$

32,210 



 

 

 

 

 

 





See Accompanying Notes to Condensed Consolidated Financial Statements.

 

1

 


 

 

BROADVISION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, except per share amounts)

(Unaudited)

 





 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30,

 

September 30,



 

2016

 

2015

 

2016

 

2015

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Software licenses

 

$

1,051 

 

$

1,035 

 

$

3,080 

 

$

3,231 

Services

 

 

900 

 

 

1,047 

 

 

2,802 

 

 

3,534 

Total revenues

 

 

1,951 

 

 

2,082 

 

 

5,882 

 

 

6,765 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of software revenues

 

 

52 

 

 

36 

 

 

133 

 

 

121 

Cost of services

 

 

840 

 

 

662 

 

 

2,419 

 

 

2,196 

Total cost of revenues

 

 

892 

 

 

698 

 

 

2,552 

 

 

2,317 

Gross profit

 

 

1,059 

 

 

1,384 

 

 

3,330 

 

 

4,448 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

1,743 

 

 

1,752 

 

 

5,189 

 

 

5,407 

Sales and marketing

 

 

928 

 

 

1,237 

 

 

3,179 

 

 

3,682 

General and administrative

 

 

875 

 

 

858 

 

 

2,824 

 

 

2,612 

Total operating expenses

 

 

3,546 

 

 

3,847 

 

 

11,192 

 

 

11,701 

Operating loss

 

 

(2,487)

 

 

(2,463)

 

 

(7,862)

 

 

(7,253)

Interest income, net

 

 

25 

 

 

24 

 

 

61 

 

 

47 

Other income (expense), net

 

 

32 

 

 

375 

 

 

750 

 

 

(893)

Loss before provision for income taxes

 

 

(2,430)

 

 

(2,064)

 

 

(7,051)

 

 

(8,099)

Provision for income taxes

 

 

(12)

 

 

(3)

 

 

(45)

 

 

(19)

Net loss

 

 

(2,442)

 

 

(2,067)

 

 

(7,096)

 

 

(8,118)

Other comprehensive (loss) gain, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(51)

 

 

(221)

 

 

(250)

 

 

(35)

Comprehensive loss

 

$

(2,493)

 

$

(2,288)

 

$

(7,346)

 

$

(8,153)

Net loss per share, basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

 

$

(0.50)

 

$

(0.42)

 

$

(1.44)

 

$

(1.67)

Shares used in computing:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares, basic and diluted

 

 

4,928 

 

 

4,865 

 

 

4,913 

 

 

4,849 




See Accompanying Notes to Condensed Consolidated Financial Statements.

 



2

 


 

BROADVISION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, Unaudited)







 

 

 

 

 

 



 

 

 

 

 

 



 

Nine Months Ended



 

September 30,



 

2016

 

2015

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(7,096)

 

$

(8,118)

Adjustments to reconcile net loss to net cash used for operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

31 

 

 

64 

Stock-based compensation

 

 

639 

 

 

868 

Provision of receivable reserves

 

 

35 

 

 

(43)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

791 

 

 

2,518 

Prepaids and other

 

 

(113)

 

 

(361)

Other non-current assets

 

 

(8)

 

 

 -

Accounts payable and accrued expenses

 

 

(273)

 

 

(491)

Unearned revenue and deferred maintenance

 

 

(1,092)

 

 

265 

Other noncurrent liabilities

 

 

(135)

 

 

286 

Net cash used for operating activities

 

 

(7,221)

 

 

(5,012)

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property and equipment

 

 

(12)

 

 

(12)

Purchase of short-term investments

 

 

(11,223)

 

 

(19,763)

Maturities of short-term investments

 

 

17,779 

 

 

11,730 

Net cash  provided by (used for) investing activities

 

 

6,544 

 

 

(8,045)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from issuance of common stock, net

 

 

156 

 

 

220 

Proceeds from exercise of common stock options, net

 

 

12 

 

 

 -

Net cash provided by financing activities

 

 

168 

 

 

220 

Effect of exchange rates on cash and cash equivalents

 

 

(250)

 

 

(35)

Net decrease in cash and cash equivalents

 

 

(759)

 

 

(12,872)

Cash and cash equivalents at beginning of period

 

 

9,600 

 

 

24,941 

Cash and cash equivalents at end of period

 

$

8,841 

 

$

12,069 

 




 See Accompanying Notes to Condensed Consolidated Financial Statements.

 

3

 


 

BROADVISION, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 (Unaudited)



Note 1. Organization and Summary of Significant Accounting Policies



BroadVision, Inc. was incorporated in Delaware in May 1993. We develop, market, and support enterprise portal applications that enable companies to unify their e-business infrastructure and conduct both interactions and transactions with employees, partners, and customers through a personalized self-service model that increases revenues, reduces costs, and improves productivity.



Except where specifically noted or the context otherwise requires, the use of terms such as the “Company”, “BroadVision,” “we” and “our” in these Notes to Condensed Consolidated Financial Statements refers to BroadVision, Inc. and its subsidiaries.

There have been no material changes in our critical accounting policies, estimates and judgments during the nine-month period ended September 30,  2016 compared to the disclosures in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the “SEC”) on April  14,  2016, as amended.



Basis of Presentation



The condensed consolidated financial results and related information as of and for the three and nine months ended September 30,  2016 and September 30,  2015 are unaudited. The Condensed Consolidated Balance Sheet at December 31, 2015 has been derived from the audited consolidated financial statements as of that date but does not necessarily reflect all of the disclosures previously reported in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The unaudited condensed consolidated financial statements should be reviewed in conjunction with the audited consolidated financial statements and related notes contained in our 2015 Annual Report on Form 10-K filed with the SEC on April 14,  2016, as amended.  



The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions in Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, these statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of interim financial information have been included. Operating results for the three and nine months ended September 30,  2016 are not necessarily indicative of the results that may be expected for the remainder of the year ending December 31, 2016 or any future interim period. The condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidation.



Use of Estimates



The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make certain assumptions and estimates that affect reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to receivable reserves, stock-based compensation, investments, impairment assessments and income taxes, as well as contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, 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 using different assumptions or conditions.

4

 


 



Stock-Based Compensation



The following table sets forth the components of the total stock-based compensation expense recognized in our Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30,  2016 and 2015 (in thousands):







 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30,

 

September 30,



 

2016

 

2015

 

2016

 

2015

Cost of services

 

$

40 

 

$

44 

 

$

91 

 

$

136 

Research and development

 

 

85 

 

 

86 

 

 

198 

 

 

246 

Sales and marketing

 

 

53 

 

 

92 

 

 

232 

 

 

290 

General and administrative

 

 

48 

 

 

66 

 

 

118 

 

 

196 



 

$

226 

 

$

288 

 

$

639 

 

$

868 



Net Loss Per Share Information

 

Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding, excluding the effects of any potentially dilutive securities. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding and, when dilutive, common equivalent shares from outstanding stock options using the treasury stock method. The Company incurred net losses for the three and nine months ended September 30, 2016 and 2015, and therefore, basic and diluted net loss per share for those periods are the same, as all potential common equivalent shares would be anti-dilutive. The following table sets forth the basic and diluted net loss per share computational data for the periods presented (in thousands, except per share amounts):  





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30,

 

September 30,



 

2016

 

2015

 

2016

 

2015

Net Loss

 

$

(2,442)

 

$

(2,067)

 

$

(7,096)

 

$

(8,118)

Weighted-average common shares outstanding used to compute basic and diluted net loss per share

 

 

4,928 

 

 

4,865 

 

 

4,913 

 

 

4,849 

Basic and diluted net loss per share

 

$

(0.50)

 

$

(0.42)

 

$

(1.44)

 

$

(1.67)





Legal Proceedings

 

We are subject from time to time to various legal actions and other claims arising in the ordinary course of business.  We are not a party to any legal proceedings that we believe would have a material adverse effect on our consolidated financial position or consolidated results of operations.

 

Foreign Currency Translations



The functional currencies of all foreign subsidiaries are the local currencies of their respective countries.  Assets and liabilities of these subsidiaries are translated into U.S. dollars at the balance sheet date. Income and expense items are translated at average exchange rates for the periods presented. Foreign exchange gains and losses resulting from the remeasurement of foreign currency assets and liabilities are included as other income  (expense), net in the Condensed Consolidated Statements of Comprehensive Loss. Translation loss was $250,000 and $35,000 for the nine months ended September 30,  2016 and 2015 respectively.  These amounts are included in the accumulated other comprehensive loss account in the Condensed Consolidated Balance Sheets.

5

 


 

 

Comprehensive Loss

 

Comprehensive loss includes net loss and other comprehensive gains and losses, which primarily consists of foreign currency translation adjustments. Total comprehensive loss is presented in the accompanying Condensed Consolidated Statements of Comprehensive Loss. Total accumulated other comprehensive loss is displayed as a separate component of stockholders’ equity in the accompanying Condensed Consolidated Balance Sheets. The accumulated balances of other comprehensive loss consist of the following, net of taxes (in thousands):  







 

 

 



 

 

 



 

Accumulated



 

Other



 

Comprehensive



 

Loss

Balance, December 31, 2015

 

$

(739)

Net change during period

 

 

(250)

Balance, September 30, 2016

 

$

(989)





Recent Accounting Pronouncements



In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), which amended the existing accounting standards for revenue recognition and will supersede most existing revenue recognition guidance under U.S. GAAP. ASU 2014-09 establishes principles to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for us using either of two methods: (i) retrospective application of ASU 2014-09 to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective application of ASU 2014-09 with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016. We are currently evaluating the impact of ASU 2014-09 on our condensed consolidated financial statements and related disclosures.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40). The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect to early adopt this guidance and does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. 

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in the first quarter of fiscal 2017. Early application is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company is currently assessing the potential impact of adopting this new guidance on its consolidated financial statements.

6

 


 



In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which requires recognition of an asset and liability for lease arrangements longer than twelve months. ASU 2016-02 will be effective for the Company beginning in the first quarter of fiscal 2019. Early application is permitted, and it is required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently assessing the potential impact of adopting this new guidance on its consolidated financial statements.



Note 2. Selected Condensed Consolidated Balance Sheet Detail



Accrued expenses consisted of the following (in thousands):





 

 

 

 

 

 



 

 

 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015



 

(unaudited)

 

 

 

Employee benefits

 

$

673 

 

$

615 

Commissions and bonuses

 

 

143 

 

 

298 

Sales and other taxes

 

 

180 

 

 

144 

Income tax and tax contingencies

 

 

292 

 

 

278 

Deferred rent

 

 

106 

 

 

89 

Other

 

 

542 

 

 

737 

Total accrued expenses

 

$

1,936 

 

$

2,161 





 Other non-current liabilities consisted of the following (in thousands):  





 

 

 

 

 

 



 

 

 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015



 

(unaudited)

 

 

 

Deferred maintenance and unearned revenue

 

$

227 

 

$

301 

Other

 

 

556 

 

 

617 

Total other non-current liabilities

 

$

783 

 

$

918 





















Note 3.  Fair Value of Financial Instruments

 

We measure assets and liabilities at fair value based on an exit price as defined by the FASB guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:



 

 

Level 1 - Quoted prices in active markets for identical assets or liabilities;

 

 

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

 

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.



7

 


 



We measure the following financial assets at fair value on a recurring basis. The fair value of these financial assets as of September 30,  2016 (in thousands) is as follows:





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

Fair Value at  Reporting Date Using



 

 

 

 

Quoted

 

 

 

 

 

 



 

 

 

 

Prices in

 

 

 

 

 

 



 

 

 

 

Active

 

 

Significant

 

 

 



 

 

 

 

Markets for

 

 

Other

 

 

Significant



 

 

 

 

Identical

 

 

Observable

 

 

Unobservable



 

September 30,

 

Assets

 

 

Inputs

 

 

Inputs



 

2016

 

(Level 1)

 

(Level 2)

 

(Level 3)

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

4,934 

 

$

4,934 

 

$

 -

 

$

 -

Money market funds

 

 

3,907 

 

 

3,907 

 

 

 -

 

 

 -

Total cash and cash equivalents

 

$

8,841 

 

$

8,841 

 

$

 -

 

$

 -

Fixed income securities

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds - financial

 

 

3,205 

 

 

 -

 

 

3,205 

 

 

 -

Corporate bonds - industrial

 

 

3,779 

 

 

 -

 

 

3,779 

 

 

 -

U.S. Treasury Securities

 

 

5,991 

 

 

 -

 

 

5,991 

 

 

 -

Total fixed income securities

 

$

12,975 

 

$

 -

 

$

12,975 

 

$

 -





Level 2 securities are priced using quoted market prices for similar instruments, nonbinding market prices that are corroborated by observable market data, or discounted cash flow techniques. 



The fair value of accounts receivable and accounts payable for all periods presented approximates their respective carrying amounts due to the short-term nature of these balances.

 

Note 4. Commitments and Contingencies



Warranties and Indemnification

 

We provide a warranty to our perpetual license customers that our software will perform substantially in accordance with the documentation we provide with the software, typically for a period of 90 days following receipt of the software. Historically, costs related to these warranties have been immaterial. Accordingly, we have not recorded any warranty liabilities as of September  30, 2016 and December 31, 2015, respectively.



Our perpetual software license agreements typically provide for indemnification of customers for intellectual property infringement claims caused by use of a current release of our software consistent with the terms of the license agreement. The term of these indemnification clauses is generally perpetual. The potential future payments we could be required to make under these indemnification clauses are generally limited to the amount the customer paid for the software. Historically, costs related to these indemnification provisions have been immaterial. We also maintain liability insurance that limits our exposure. As a result, we believe the potential liability of these indemnification clauses is minimal. Accordingly, we did not record any liabilities for these agreements as of September  30, 2016 and December 31, 2015 respectively.

8

 


 



We entered into agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer is, or was, serving in such capacity. The term of the indemnification period is for so long as such officer or director is subject to an indemnifiable event by reason of the fact that such person was serving in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements may be 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 insignificant. Accordingly, we have no liabilities recorded for these agreements as of either September 30,  2016 or December 31, 2015. We assess the need for an indemnification reserve on a quarterly basis and there can be no guarantee that an indemnification reserve will not become necessary in the future.

 

Leases



We lease our headquarters facility and our other facilities under noncancelable operating lease agreements each of which will expire during or before June, 2018. We recognize the rent expense on a straight line basis over the lease period. Under the terms of our lease agreements, we are required to pay property taxes, insurance and normal maintenance costs.


A summary of total future minimum lease payments under noncancelable operating lease agreements as of September 30,  2016 (in thousands) is as follows: 





 

 

 



 

 

 



 

Operating

Years ending December 31,

 

Lease

2016 (three months)

 

$

270 

2017

 

 

958 

2018

 

 

365 

2019 and thereafter

 

 

 -

Total minimum lease payments

 

$

1,593 















Note 5. Geographic, Segment and Significant Customer Information



We operate in one segment: electronic business solutions. The disaggregated revenue information regarding types of revenues is as follows (in thousands): 





 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30,

 

September 30,



 

2016

 

2015

 

2016

 

2015

Software licenses

 

$

1,051 

 

$

1,035 

 

$

3,080 

 

$

3,231 

Services

 

 

 

 

 

 

 

 

 

 

 

 

   Consulting services

 

 

371 

 

 

343 

 

 

1,161 

 

 

1,262 

   Maintenance

 

 

529 

 

 

704 

 

 

1,641 

 

 

2,272 

Total revenues

 

$

1,951 

 

$

2,082 

 

$

5,882 

 

$

6,765 





We currently operate in three primary geographical territories:  North and South America (Americas); Europe, Middle East and Africa (Europe); and Asia, Pacific and Japan (Asia/Pacific).

9

 


 



Disaggregated financial information regarding our geographic revenues is as follows (in thousands):





 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30,

 

September 30,

Revenues:

 

2016

 

2015

 

2016

 

2015

Americas

 

$

888 

 

$

928 

 

$

2,721 

 

$

2,992 

Europe

 

 

262 

 

 

481 

 

 

921 

 

 

1,534 

Asia/Pacific

 

 

801 

 

 

673 

 

 

2,240 

 

 

2,239 

Total revenues

 

$

1,951 

 

$

2,082 

 

$

5,882 

 

$

6,765 





For the three-month period ended September 30, 2016, Indian Railways Catering and Tourism Corporation Limited (IRCTC) accounted for 13% of our revenues and NTT Communications Corporation accounted for 14% of our revenues. For the nine month period ended September 30,  2016, IRCTC accounted for 12% of our revenues. For the three and nine month periods ended September 30,  2015, none of our customers accounted for more than 10% of our revenues.









Note 6. Related Party Transactions 



On November 14, 2008, BroadVision (Delaware) LLC, a Delaware limited liability company (“BVD”), which was then our wholly owned subsidiary, entered into a Share Purchase Agreement with CHRM LLC, a Delaware limited liability company, that is controlled by Dr. Pehong Chen, our CEO and largest stockholder and in which our CFO, Peter Chu holds a minority interest. We and CHRM LLC then entered into an Amended and Restated Operating Agreement of BroadVision (Delaware) LLC dated as of November 14, 2008 (the “BVD Operating Agreement”). Under these agreements, CHRM LLC received, in exchange for the assignment of certain intellectual property rights, 20 Class B Shares of BVD, representing the right to receive a portion of any distribution of Funds from “Capital Transactions” (as such term is defined in the BVD Operating Agreement), with the exact amount to be determined based on our and CHRM LLC’s capital account balances at the time of such distribution. A “capital transaction” under that agreement is any merger or sale of substantially all of the assets of BVD as a result of which the members of BVD will no longer have an interest in BVD or the assets of BVD will be distributed to its members. Class B Shares do not participate in any profits of BVD except for net profits related to a “capital transaction,” in which case the net profits are allocated to the owners of Class A and Class B Shares in proportion to their respective number of shares. To the extent BVD’s losses do not exceed undistributed net profits accumulated since the date of issuance of Class B Shares, such losses are allocated to Class A Shares. To the extent net losses exceed the undistributed net profits accumulated since the date of issuance of Class B Shares, such excess is allocated to the owners of Class A and Class B Shares in proportion to their respective cumulative capital contributions less any return of capital, until allocation of such losses results in having the capital account balances equal to zero. Then, net losses are allocated to the owners of Class A and Class B Shares in proportion to their respective number of shares. Upon liquidation the net assets of BVD are distributed to the owners of Class A and Class B in proportion to their capital account balances.



BVD is the sole owner of BroadVision (Barbados) Limited (“BVB”) and BVB is the sole owner of BroadVision On Demand, a Chinese entity (“BVOD”). We have invested approximately $9.0 million in BVOD (directly and through BVD and BVB) from 2007 through 2015. In 2014 we began making payments directly to BVOD for certain labor outsourcing services and expect to continue to pay BVOD for such services at the rate of approximately $450,000 per quarter for the foreseeable future.  We made aggregate payments to BVOD of $1.6 million and $1.2 million (based on the RMB to USD exchange rates on the applicable dates of payment) for such services in the nine months ended September  30, 2016 and 2015, respectively. These payments in part covered services rendered outside of the applicable nine month periods. We have a controlling voting interest in BVD. Pursuant to the terms of the BVD Operating Agreement, the Class B Shares held by CHRM LLC have no voting rights.



The 20 Class B Shares of BVD represent a non-controlling interest. We allocate profits and losses of BVD to the non-controlling interest under the Hypothetical Liquidation Book Value (“HLBV”) method. Under this method the profits and losses are allocated by reference to the profit sharing provisions in the BVD Operating Agreement assuming liquidation of BVD at its book value at the end of each reporting period. Profits and losses allocated to the balance of such interest under the HLBV method have not been material.



In April 2015, we executed a renewal contract with SINA Corporation of which Dr. Pehong Chen, our CEO and largest stockholder, was a board member through December 2015, pursuant to which we provided HR information management hosting service, including software subscription, system upgrade and technical support, to SINA Corporation. The total license revenue that we were entitled to receive under that contract through its expiration in March 2016 was $184,000.  We recognized $46,000 of license revenue related to that contract for the nine months ended September 30, 2016.

10

 


 



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

This report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. Forward-looking statements include all statements that are not historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations.  The words "expect," "anticipate," "intend," "believe," "hope," "assume," "estimate," "plan," "will" and other similar words and expressions. These forward-looking statements, including those described in the section titled “Risk Factors” included under Part II, Item 1A below.  Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to publicly release any revisions to the forward-looking statements or to reflect events and circumstances after the date of this document.



Overview

 

Since 1993, BroadVision has been a pioneer and consistent innovator of e-business solutions. We deliver a combination of technologies and services into the global market that enable customers of all sizes to power mission-critical web, cloud and mobile initiatives that ultimately deliver high-value to their bottom line. Our offering consists of a robust framework for personalization and self-service, modular applications and agile toolsets that customers use to create e-commerce, portal solutions, Enterprise Social Networks (ESN), and collaboration and knowledge management solutions. Most recently, we have added mobile and cloud capabilities to our platforms to enable our customers for rapid deployment of robust, secure, and scalable solutions.



Our objective is to further our position as a global supplier of innovative e-business solutions with the addition of enterprise collaboration and engagement solutions such as our mobile and cloud-based Vmoso, a collaboration and knowledge management product, and Clearvale, an ESN product.  Together with our legacy Business Agility Suite, Commerce Agility Suite and QuickSilver solutions, our new enterprise collaboration and engagement solutions are designed to enhance the communication, collaboration and knowledge management capabilities of organizations with their customers, partners and employees to improve productivity and efficiency. During the quarter ended September 30, 2016, we announced a major incremental release of our Vmoso platform with a range of new functionality across several key modules. 



We generate revenue from fees for licenses or access and use of our software products and related maintenance, consulting services and customer training. We generally charge fees for licenses of our software products based on (1) the number of persons registered to use the product; or (2) the number of CPUs utilized by the machines on which the product is installed. We also charge fees for access and use of Cloud or SaaS solutions. Payment terms are generally 30 to 60 days from the date the software products are delivered, the maintenance or subscription contracts are booked, or the consulting services are provided.



We have not generated net income since 2009. Our ability to generate profits or positive cash flows in future periods remains uncertain. 

     

Our operations face two key challenges: maturity of our major revenue-generating legacy products, and competing in a crowded ESN solution space.  We continue to invest heavily in cloud-based, mobile, messaging and collaboration technologies, while continuing to support our legacy base.  Total revenues of $2.0 million in the third quarter of 2016 were lower compared to total revenues of $2.1 million for the third quarter of 2015, with the decrease mainly in legacy revenue. We expect that the decline in our legacy revenue, which is the majority of our revenue mix, will continue to dominate our overall financial performance until a significant installed base of new product revenues is established. We are continuing to diligently invest in new technologies in an effort to maintain our competitive advantages in the mobile communications and collaboration and knowledge management spaces.  

11

 


 



Results of Operations



The following table sets forth certain items reflected in our Condensed Consolidated Statements of Comprehensive Loss expressed as a percent of total revenues for the periods indicated:







 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30,

 

September 30,



 

2016

 

2015

 

2016

 

2015

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Software licenses

 

54 

%

 

50 

%

 

52 

%

 

48 

%

Services

 

46 

 

 

50 

 

 

48 

 

 

52 

 

Total revenues

 

100 

 

 

100 

 

 

100 

 

 

100 

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of software revenues

 

 

 

 

 

 

 

 

Cost of services

 

43 

 

 

32 

 

 

41 

 

 

33 

 

Total cost of revenues

 

46 

 

 

34 

 

 

43 

 

 

35 

 

Gross profit

 

54 

 

 

66 

 

 

57 

 

 

65 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

89 

 

 

84 

 

 

88 

 

 

80 

 

Sales and marketing

 

48 

 

 

59 

 

 

54 

 

 

54 

 

General and administrative

 

45 

 

 

41 

 

 

48 

 

 

39 

 

Total operating expenses

 

182 

 

 

184 

 

 

190 

 

 

173 

 

Operating loss

 

(128)

 

 

(118)

 

 

(133)

 

 

(108)

 

Interest income, net

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

 

18 

 

 

13 

 

 

(13)

 

Loss before provision for income taxes

 

(125)

 

 

(99)

 

 

(119)

 

 

(120)

 

Provision for income taxes

 

(1)

 

 

 -

 

 

(1)

 

 

 -

 

Net loss

 

(126)

%

 

(99)

%

 

(120)

%

 

(120)

%



Revenues.    License revenue from the sales of software licenses for the three months ended September 30,  2016 was $1.1 million, up $0.1  million, or 10% from $1.0 million for the three months ended September 30,  2015. License revenue from the sales of software licenses for the nine months ended September 30, 2016 was $3.1 million, down $0.1 million, or 3% from $3.2 million for the nine months ended September 30, 2015. Services revenues consist of maintenance revenues and consulting services revenues. Maintenance revenue, which is generally derived from maintenance contracts sold with initial customer licenses and from subsequent contract renewals, for the three months ended September 30,  2016 was $0.5 million, down $0.2 million, or 29% from $0.7 million for the three months ended September 30,  2015.  Maintenance revenue for the nine months ended September 30, 2016 was $1.6 million, down $0.7 million, or 30% from $2.3 million for the nine months ended September 30, 2015Consulting service revenue, which is generally related to services in connection with our licensed software, was $0.4 million for the three months ended September 30,  2016, up $0.1 million, or 33% from $0.3 million for the three months ended September 30, 2015, primarily due to the timing of specific customer requests, which can vary greatly from project to project. Consulting revenue for the nine months ended September 30, 2016 was $1.2 million, down $0.1  million, or 8% from $1.3 million for the nine months ended September 30, 2015.  Revenues for the three months ended September 30, 2016 were $2.0 million, down $0.1 million, or 5%, from $2.1 million for the three months ended September 30, 2015. Revenues for the nine months ended September 30,  2016 were $5.9 million, down $0.9 million, or 13% from $6.8 million for the nine months ended September 30,  2015.  The decreases in our license and services revenues for the nine months ended September 30, 2016 and total revenues for the three and nine months ended September 30, 2016, as compared to the comparable periods in the prior year, were primarily due to the decline of our legacy business. 

12

 


 



Cost of software revenues.    Cost of software revenues includes the cost of our Cloud hosting operation, net costs of product media, duplication, packaging, and other manufacturing costs as well as royalties payable to third parties for software that is either embedded in, or bundled and sold with, our products. Cost of software licenses for the three months ended September 30, 2016 increased to $52,000 compared to $36,000 for the same period in the prior year. Cost of software revenues for the nine months ended September 30,  2016 increased to $133,000 compared to $121,000 for the same period in the prior year. The increases between the periods were primarily due to increases in usage of our Cloud hosting operation.



Cost of services.    Cost of services consists primarily of employee-related costs, third-party consultant fees incurred on consulting projects, post-contract customer support and instructional training services. Cost of services was $0.8 million for the three months ended September 30, 2016,  up $0.1 million, or 14% from $0.7 million for the three months ended September 30, 2015 Cost of services was $2.4 million for the nine months ended September 30,  2016,  up $0.2 million, or 9%, from $2.2 million for the nine months ended September 30,  2015The increases were primarily due to increases in third-party consultant fees incurred on consulting projects.



Research and development.    Research and development expenses consist primarily of salaries, employee-related benefit costs and consulting fees incurred in association with the development of our products. Research and development expenses were $1.7 million for the three months ended September 30, 2016, down $0.1 million, or 6%, from $1.8 million for the three months ended September 30, 2015. Research and development expenses were $5.2 million for the nine months ended September 30, 2016, down $0.2 million, or 4%, from $5.4 million for the nine months ended September 30, 2015. The decreases were primarily due to decreases in employee-related benefit costs.



Sales and marketing.    Sales and marketing expenses consist primarily of salaries, employee-related benefit costs, commissions and other incentive compensation, travel and entertainment and marketing program-related expenditures such as for collateral materials, trade shows, public relations, advertising and creative services. Sales and marketing expenses were $0.9 million for the three months ended September 30, 2016, down $0.3 million, or 25%, from $1.2 million for the three months ended September 30, 2015. Sales and marketing expenses were $3.2 million for the nine months ended September 30, 2016, down $0.5 million, or 14%, from $3.7 million for the nine months ended September 30, 2015.  The decreases were primarily due to decreases in employee-related benefit costs.  



General and administrative.   General and administrative expenses consist primarily of salaries, employee-related benefit costs, provisions and credits related to uncollectible accounts receivable, professional service fees and legal fees.  Our general and administrative expenses  were $0.9 million for each of  the three months ended September 30,  2016 and 2015.  Our general and administrative expenses  were $2.8 million for the nine months ended September 30, 2016, up $0.2  million, or 8%, from $2.6 million for the nine months ended September 30, 2015.The increases were primarily due to an increase in professional service fees and legal fees.



Interest income, net.   Net interest income includes interest income on investment funds. We generated $61,000, $47,000, $25,000 and $24,000 in interest income from our cash and cash equivalents as well as short-term investment balances during the nine months ended September 30, 2016 and 2015 and three months ended September 30, 2016 and 2015, respectively.  



Other income (expense), net.   Other income (expense), net during the nine months ended September 30, 2016, was other income, net of $750,000 compared to other expense, net of ($893,000) for the nine months ended September 30, 2015, and other income, net of $32,000 for the three months ended September 30, 2016 compared to other income, net of $375,000 for the three months ended September 30, 2015. The variances between the periods were primarily due to gains and losses from the remeasurement of the foreign currency exchange rate fluctuation on our Euro cash and investment balances.

 

Provision for income taxes.  The provision for income taxes was $45,000 for the nine months ended September 30, 2016 compared to $19,000 for the nine months ended September 30, 2015 and $12,000 for the three months ended September 30, 2016 compared to $3,000 for the three months ended September 30, 2015. The provision for each of the three and nine months ended September 30, 2016 and 2015 primarily related to foreign income tax expenses

. 



Liquidity and Capital Resources

 

Overview



We finance our operations through cash on our balance sheet. We continue to maintain a strong cash position as shown on our Condensed Consolidated Balance Sheet.  As of September  30,  2016, we had $21.8 million of cash and cash equivalents and short-term investments with no long-term debt borrowings, as compared to a balance of $29.1 million of cash and cash equivalents and short-term investments with no long-term debt borrowings at December 31, 2015. 



13

 


 

Our future capital requirements will depend on many factors including growth or decline in customer accounts, the timing and extent of spending to support product development efforts and ongoing investments in our products and services, the introduction of new and enhanced products or services, features and functionality, and our ability to control expenses generally. We continued to focus on expense control in the third quarter of 2016. Operating expenses for the third quarter of 2016 were $3.5 million, down $0.3 million, or 8% from $3.8 million for the third quarter of 2015. For the three months ended September 30,  2016, net loss was $2.4 million, or ($0.50) per share. This compares to net loss of $2.1 million, or ($0.42) per share, for the three months ended September  30,  2015.



Based on our current expectations, we believe that our existing cash, cash equivalents, and short-term investments balance together with cash generated from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months.  However, we could experience unforeseen circumstances, such as an economic downturn, difficulties in retaining customers and/or employees, or other factors that could increase our use of available cash and require us to seek additional financing. We may find it necessary to obtain additional equity or debt financing due to the factors listed above or in order to support a more rapid expansion, develop new or enhanced products or services, respond to competitive pressures, acquire complementary businesses or technologies or respond to unanticipated requirements.



We may seek to raise additional funds through private or public sales of securities, strategic relationships, bank debt, financing under leasing arrangements or otherwise. If additional funds are raised through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or any equity securities we sell may have rights, preferences or privileges senior to those of the holders of our common stock. We expect that obtaining additional financing on acceptable terms would be difficult, at best. If adequate funds are not available or are not available on acceptable terms, we may be unable to pay our debts as they become due, develop our products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements, which could have a material adverse effect on our business, financial condition and future operating results



The following table represents our liquidity at September 30,  2016 and December 31, 2015 (dollars in thousands):

 





 

 

 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015



 

 

 

 

 

 

Cash and cash equivalents

 

$

8,841 

 

$

9,600 

Short-term investments

 

$

12,975 

 

$

19,531 

Working capital

 

$

19,534 

 

$

26,197 

Working capital ratio

 

 

5.42 

 

 

5.53 



Cash Used For Operating Activities



Cash used for operating activities was $7.2 million for the nine months ended September 30,  2016, mainly attributable to a $7.1 million operating loss offset by noncash items and changes in operating assets and liabilitiesCash used for operating activities was $5.0 million for the nine months ended September 30, 2015, mainly attributable to an $8.1 million operating loss and $2.5 million decrease of accounts receivables offset by other noncash items and changes in operating assets and liabilities.



Cash Provided By (Used For) Investing Activities 



Cash provided by investing activities was $6.5 million for the nine months ended September  30,  2016.  Cash used for investing activities was ($8.0) million for the nine months ended September  30,  2015Cash provided by and used for investing activities in both periods was primarily related to the purchases or maturities of short-term investments in bonds and certificates of deposit.  



Cash Provided By Financing Activities



Cash provided by financing activities was $168,000 for the nine months ended September  30,  2016.  Cash provided by financing activities was $220,000 for the nine months ended September  30,  2015.  Cash provided by financing activities in both periods was primarily attributable to purchases of common stock under the Employee Stock Purchase Plan and employees’ exercise of stock options. 

14

 


 

Leases and Other Contractual Obligations

 

As of September 30, 2016, we leased our headquarters facility and other facilities under noncancelable operating lease agreements each of which will expire during or before June 2018.



Off-Balance Sheet Arrangements



We did not have any off-balance sheet arrangements in the third quarter of 2016 or in any prior periods.



Critical Accounting Policies, Estimates and Judgments



There have been no material changes in our critical accounting policies, estimates and judgments during the nine month period ended September 30, 2016 compared to the disclosures in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015, other than as disclosed herein.



 Recent Accounting Pronouncements



For information with respect to recent accounting pronouncements, if any, and the impact of these pronouncements on our Condensed Consolidated Financial Statements, if any, see Note 1 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.





Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, we are not required to provide the information required by this Item.



 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, as of September 30, 2016, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2016 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.



Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30,  2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Limitations on the Effectiveness of Controls

 

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  However, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

15

 


 



PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are subject from time to time to various legal actions and other claims arising in the ordinary course of business. We are not a party to any legal proceedings that we believe would have a material adverse effect on our financial position or our results of operation.

 

Item 1A. Risk Factors

 

The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business could be harmed. In that event, the trading price of our common stock could decline.

 

Risks related to our business and industry



Our business currently depends on revenue related to BroadVision e-business solutions, and we expect that this revenue will continue to decline.



We generate a large portion of our revenue from legacy products, including Business Agility Suite, Commerce Agility Suite and QuickSilver. We expect that these products, and future upgraded versions, will continue to account for a large portion of our revenue in the foreseeable future. We expect that our future financial performance, until we establish a significant installed base of new product revenues, will depend on our ability to sustain our legacy business, which we expect to continue to decline as the result of a decrease in market demand for these products and related products and services. If we fail to deliver the product enhancements that customers want, or if competitors overtake our legacy customers, demand for our legacy products and services, and our revenue, may further decline.



We continue to introduce new products, services and technologies and our business will be harmed if we are not successful in selling these offerings to our existing customers and new customers.



We entered into the business of Enterprise Social Networking, with the initial release of Clearvale in 2009.  We announced the integration of Clearvale’s social and mobile capabilities into our legacy products, as BroadVision 9 in 2013. We have been actively enhancing Clearvale,  by adding new functions and editions. We have spent significant resources in developing these offerings and training our employees to implement, support, operate, sell and market the offerings.  In February 2015,  we launched our newest communication and collaboration offering, Vmoso, and we announced a major incremental release of our Vmoso platform with a range of new functionality across several key modules in September 2016. To date our Vmoso, Clearvale and BroadVision 9 offerings have only contributed to a minor portion of our revenue. We do not yet know whether any of these offerings will grow into a significant business line, and if so, whether sales of these offerings will be sufficient for us to offset the costs of development, implementation, support, operation, sales and marketing. Although we have performed extensive testing of our products and technologies, their broad-based implementation may require more support than we anticipate, which would further increase our expenses. If sales of our new products, services and technologies are lower than we expect, or if we must lower our prices or delay implementation to fix unforeseen problems and develop modifications, our operating margins are likely to decrease and we may not be able to operate profitably. 



We have introduced Cloud-based offerings.  Our business will be harmed and our growth potential will be limited, if we are unable to provide reliable, scalable, and cost-efficient Cloud hosting operation.



Traditionally, BroadVision has offered perpetual software licenses, with customers responsible for the IT equipment needed for running BroadVision software. The Vmoso, Clearvale and Clear products, on the other hand, include Cloud-based offerings, where BroadVision provides hosted IT equipment and operation for subscribing customers. The Cloud model is also known as Software-as-a-Service, or SaaS.  Our SaaS operations rely upon a distributed computing infrastructure platform for business operations, or what is commonly referred to as a cloud computing service. We have designed our software and computer systems so as to utilize data processing, storage capabilities and other services provided by cloud computing service providers. Currently, our worldwide cloud service providers include leading cloud infrastructure providers such as Amazon. Any disruption of or interference with our use of cloud computing services would impact our operations and our business would be adversely impacted. BroadVision has limited prior experience in operating Cloud hosting. We may be unable to timely provide adequate computing capacity to keep up with business growth and performance requirements.  Our hosted operation may fail due to hardware problems, software problems, power problems, network problems, scalability problems, human errors, hacker attacks, disasters, third-party data center problems and other reasons.  The failures may cause us to compromise security, lose customer data or identity, endure prolonged downtime, etc., all of which will harm our business and limit our

16

 


 

growth. BroadVision has limited prior experience in estimating the costs of Cloud hosting.  If we underestimate the costs or under-charge customers, we may not have adequate margins to sustain the Cloud hosting operation.  Vmoso and Clearvale allow customers to use basic functions for free, a business practice gaining popularity in our industry.   If we do not have enough customers upgrading to for-fee premium packages, we may be unable to sustain our Cloud hosting operation economically.



Current and potential competitors could make it difficult for us to acquire and retain customers now and in the future.



The market for our products is intensely competitive. We expect competition in this market to persist and increase in the future. If we fail to compete successfully with current or future competitors, we may be unable to attract and retain customers. Increased competition could also result in price reductions for our products and lower profit margins and reduced market share, any of which could harm our business, results of operations and financial condition.



Many of our competitors have significantly greater financial, technical, marketing and other resources, greater name recognition, a broader range of products and a larger installed customer base, any of which could provide them with a significant competitive advantage. In addition, new competitors, or alliances among existing and future competitors, may emerge and rapidly gain significant market share. Some of our competitors, particularly established software vendors, may also be able to provide customers with products and services comparable to ours at lower or at aggressively reduced prices in an effort to increase market share or as part of a broader software package they are selling to a customer. We may be unable to match competitor's prices or price reductions, and we may fail to win customers that choose to purchase an information technology solution as part of a broader software and services package. As a result, we may be unable to compete successfully with current or new competitors.



If we are unable to keep pace with the rapid technological changes in online commerce, portal, social networking and enterprise software, our products and services may fail to be competitive.



Our products and services may fail to be competitive if we do not maintain or exceed the pace of technological developments in mobile, cloud-computing, social and enterprise solutions. Failure to be competitive could cause our revenue to decline. The information services, software and communications industries are characterized by rapid technological change, changes in customer requirements, frequent new product and service introductions and enhancements and evolving industry standards and practices. The introduction of products and services embodying new technologies and the emergence of new industry standards and practices can render existing products and services obsolete. Our future success will depend, in part, on our ability to:

 



 

 

 

 

 

develop leading technologies;

 

 

enhance our existing products and services;

 

 

develop new products and services that address the increasingly sophisticated and varied needs of our prospective customers; and

 

 

respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis.



We have a history of losses and our future profitability on a quarterly or annual basis is uncertain, which could have a harmful effect on our business and the value of BroadVision common stock.

 

Our quarterly operating results have fluctuated in the past and may fluctuate significantly in the future as a result of a variety of factors, many of which are outside of our control. As of September 30,  2016, we had an accumulated deficit of approximately $1.3 billion. 



For the foreseeable future we expect our results of operations to fluctuate, and during this period we may incur losses and/or negative cash flows. If our revenue does not increase or if we fail to maintain our expenses at an amount less than our projected revenue, we will not be able to achieve or sustain operating profitability on a consistent basis.

 

Our failure to operate profitably or control negative cash flows on a quarterly or annual basis could harm our business and the value of BroadVision common stock. If the negative cash flow continues, our liquidity and ability to operate our business would be severely and adversely impacted. Additionally, our ability to raise financial capital may be hindered due to our operational losses and negative cash flows, reducing our operating flexibility.

 

17

 


 



Our quarterly operating results are volatile and difficult to predict, and our stock price may decline if we fail to meet the expectations of securities analysts or investors.

  

Historically our quarterly operating results have varied significantly from quarter to quarter and are likely to continue to vary significantly in the future. If our revenues, operating results, earnings or projections are below the levels expected by securities analysts or investors, our stock price is likely to decline.

 

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



 

 

 



 

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



 

competitive factors that affect our pricing;



 

market acceptance of new products;



 

the mix of products sold by us;



 

the timing of receipt, fulfillment and recognition as revenue of significant orders;



 

changes in our pricing policies or our competitors;



 

changes in our sales incentive plans;



 

the budgeting cycles of our customers;



 

customer order deferrals in anticipation of new products or enhancements by our competitors or us or because of macro-economic conditions;



 

nonrenewal of our maintenance agreements, which generally automatically renew for one-year terms unless earlier terminated by either party upon 90days  notice;



 

product life cycles;



 

changes in strategy;



 

seasonal trends;



 

the mix of distribution channels through which our products are sold;



 

the mix of international and domestic sales;



 

the rate at which new sales people become productive;



 

changes in the level of operating expenses to support projected growth;



 

increase in the amount of third party products and services that we use in our products or resell with royalties attached; and



 

costs associated with litigation, regulatory compliance and other corporate events such as operational reorganizations.



As a result of these factors, we believe that quarter-to-quarter comparisons of our revenue and operating results are not necessarily meaningful, and that these comparisons are not accurate indicators of future performance. Because our staffing and operating expenses are based on anticipated revenue levels, and because a high percentage of our costs are fixed, small variations in the timing of the recognition of specific revenue could cause significant variations in operating results from quarter to quarter. If we were unable to adjust spending in a timely manner to compensate for any revenue shortfall, any significant revenue shortfall would likely have an immediate negative effect on our operating results. If our operating results in one or more future quarters fail to meet the expectations of securities analysts or investors, we would expect to experience an immediate and significant decline in the trading price of our stock.

 

Our sales and product implementation cycles are lengthy and subject to delay, which make it difficult to predict our quarterly results.

 

Our sales and product implementation cycles generally span months. Delays in customer orders or product implementations, which are difficult to predict, can affect the timing of revenue recognition and can adversely affect our quarterly operating results. Licensing our products is often an enterprise-wide decision by prospective customers. The importance of this decision requires that we engage in a lengthy sales cycle with prospective customers. A successful sales cycle may last up to nine months or longer. Our sales cycle is also affected by a number of other factors, some of which we have little or no control over, including the volatility of the overall software market, the business condition and purchasing cycle of each prospective customer, and the performance of our technology partners, systems integrators and resellers. The implementation of our products can also be time and resource intensive, and subject to unexpected delays. Delays in either product sales or implementations could cause our operating results to vary significantly from quarter to quarter.

18

 


 



Because a significant portion of our sales activity occurs at the end of each fiscal quarter, delays in a relatively small number of license transactions could adversely affect our quarterly operating results.

 

A significant proportion of our sales are concentrated in the last month of each fiscal quarter. Gross margins are high for our license transactions. Customers and prospective customers may use these conditions in an attempt to obtain more favorable terms. While we endeavor to avoid making concessions that could result in lower margins, the negotiations often result in delays in closing license transactions. Small delays in a relatively small number of license transactions could have a significant impact on our reported operating results for that quarter.



We may face liquidity challenges and need additional financing in the future.

 

We currently expect to be able to fund our working capital requirements from our existing cash and cash equivalents and short-term investments through at least the next 12 months. However, we could experience unforeseen circumstances, such as an economic downturn, difficulties in retaining customers and/or employees, or other factors that could increase our use of available cash and require us to seek additional financing. We may find it necessary to obtain additional equity or debt financing due to the factors listed above or in order to support a more rapid expansion, develop new or enhanced products or services, respond to competitive pressures, acquire complementary businesses or technologies or respond to unanticipated requirements.



We may seek to raise additional funds through private or public sales of securities, strategic relationships, bank debt, financing under leasing arrangements or otherwise. If additional funds are raised through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or any equity securities we sell may have rights, preferences or privileges senior to those of the holders of our common stock. We expect that obtaining additional financing on acceptable terms would be difficult, at best. If adequate funds are not available or are not available on acceptable terms, we may be unable to pay our debts as they become due, develop our products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements, which could have a material adverse effect on our business, financial condition and future operating results.



If we are unable to maintain our disclosure controls and procedures, including our internal control over financial reporting, our ability to report our financial results on a timely and accurate basis may be adversely affected.



We have evaluated our "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended.  Effective controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. Our internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. For example,  we delayed the filing of our Annual Report on Form 10-K for the year ended December 31, 2015 in connection with our discovery that a former employee of one of our wholly-owned German subsidiaries, Interleaf Germany, had fraudulently misappropriated funds from us and falsified records to conceal the theft. 



We cannot assure you that our controls and procedures will prevent all errors or fraud, or that any related losses would be recoverable. We also cannot assure you that similar circumstances will not arise in the future that will cause us to delay the filing of our periodic consolidated financial reports and, if we are unable to produce accurate or timely consolidated financial statements, we may be subject to adverse regulatory consequences, including sanctions or investigations by the Securities and Exchange Commission, our stock price may be adversely affected, our reputation may suffer and we may be unable to maintain compliance with the Nasdaq Global Market continued listing requirements.  Further, our independent registered public accounting firm did not perform an evaluation of our internal control over financial reporting during the impacted periods in accordance with the provisions of the Sarbanes-Oxley Act. In light of the fraudulent activities that were identified as a result of the limited procedures performed, it is possible that, had our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional instances of fraud, or significant deficiencies or material weaknesses, may have been identified.



In addition, maintaining sufficient expertise and historical institutional knowledge in our accounting and finance organization is dependent upon retaining existing employees and filling any open positions with experienced personnel in a timely fashion. The market for skilled accounting and finance personnel is competitive and we may have continued difficulty in retaining our staff because the region in which we compete consists of many established companies that can offer more lucrative compensation packages. Our inability to staff the department with competent personnel with sufficient training will affect our internal controls over financial reporting to the extent that we may not be able to prevent or detect material misstatements.

  

19

 


 



We are dependent on direct sales personnel and third-party distribution channels to achieve revenue growth.

 

To date, we have sold our products primarily through our direct sales force. Our ability to achieve significant revenue growth in the future largely will depend on our success in recruiting, training and retaining sufficient direct sales personnel and establishing and maintaining relationships with distributors, resellers and systems integrators. Our products and services require a sophisticated sales effort targeted at the senior management of our prospective customers. New hires as well as employees of our distributors, resellers and systems integrators require training and may take a significant amount of time before achieving full productivity. Our recent hires may not become as productive as necessary, and we may be unable to hire and retain sufficient numbers of qualified individuals in the future. We have entered into strategic alliance agreements with partners, under which partners have agreed to resell and support our current BroadVision product suite. These contracts are generally terminable by either party upon 30 days' notice of an uncured material breach or for convenience upon 90 days' notice prior to the end of any annual term. Termination of any of these alliances could harm our expected revenues. We may be unable to expand our other distribution channels, and any expansion may not result in revenue increases. If we fail to maintain and expand our direct sales force or other distribution channels, our revenues may not grow or they may decline. Revenue generated from third-party distributors in recent years has not been significant.



We may be unable to manage or grow our international operations and assets, which could impair our overall growth or financial position. 



We derive a significant portion of our revenue from our operations outside North America. In the quarter ended September 30,  2016,  approximately 54% of our revenue was derived from international sales. If we are unable to manage or grow our existing international operations, we may not generate sufficient revenue required to establish and maintain these operations, which could slow our overall growth and impair our operating margins.



As we rely materially on our operations outside of North America, we are subject to significant risks of doing business internationally, including:



 

 

 



 

difficulties in staffing and managing foreign operations and safeguarding foreign assets;



 

unexpected changes in regulatory requirements;



 

export controls relating to encryption technology and other export restrictions;



 

tariffs and other trade barriers;



 

political and economic instability;



 

fluctuations in currency exchange rates;



 

reduced protection for intellectual property rights in some countries;



 

cultural barriers;



 

seasonal reductions in business activity during the summer months in Europe and certain other parts of the world; and



 

potentially adverse tax consequences.



Our international sales growth could be limited if we are unable to establish additional foreign operations, expand international sales channel management and support, hire additional personnel, customize products for local markets and develop relationships with international service providers, distributors and system integrators. Even if we are able to successfully expand our international operations, we may not succeed in maintaining or expanding international market demand for our products.

 

Our success and competitive position will depend on our ability to protect our proprietary technology. 



Our success and ability to compete are dependent to a significant degree on our proprietary technology. We hold a U.S. patent, issued in January 2014, on the elements of creating and sharing tasks over one or more networks. We also hold a U.S. patent, issued in January 2004, on elements of the BroadVision platform, which covers mechanisms for translating between a word processing document and an XML file. Although we hold these patents, they may not provide an adequate level of intellectual property protection. In addition, litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Third parties have claimed and may claim in the future that we have infringed their patent, trademark, copyright or other proprietary rights. Claims may be made for indemnification resulting from allegations of infringement. Intellectual property infringement claims may be asserted against us as a result of the use by third parties of our products. Claims or litigation, with or without merit, could result in substantial costs and diversions of resources, either of which could harm our business.



We also rely on copyright, trademark, service mark, trade secret laws and contractual restrictions to protect our proprietary rights in products and services. We have registered "BroadVision", "Clearvale", "Interleaf" and the Clearvale logo as trademarks in the United States and/or in other countries.  It is possible that our competitors or other companies will adopt product names similar to these trademarks, impeding our ability to build brand identity and possibly confusing customers.

20

 


 



As a matter of company policy, we enter into confidentiality and assignment agreements with our employees, consultants, partners and vendors. We also control access to and distribution of our software, documents and other proprietary information. Notwithstanding these precautions, it may be possible for an unauthorized third party to copy or otherwise obtain and use our software or other proprietary information or to develop similar software independently. Policing unauthorized use of our products will be difficult, particularly because the global nature of the Internet makes it difficult to control the ultimate destination or security of software and other transmitted data. The laws of other countries may afford us little or no effective protection of our intellectual property.



A breach of the encryption technology that we use could expose us to liability and harm our reputation, causing a loss of customers. 



If any breach of the security technology embedded in our products or hosted Cloud operation were to occur, we would be exposed to liability and our reputation could be harmed, which could cause us to lose customers. A significant barrier to online commerce, portal, social networking and enterprise software is the secure exchange of valuable and confidential information over public networks. We rely on encryption and authentication technology, such as Open SSL, public key cryptography, encryption algorithms RC2 and MD5, digital certificates and HTTPS, to provide the security and authentication necessary to affect the secure exchange of confidential information. Advances in computer capabilities, new discoveries in the field of cryptography, new hacking methods, security holes in 3rd-party components (such as operating system bugs) or other events or developments could cause a breach of the above measures that we use to protect customer data and identity.



The loss or malfunction of technology from third parties could delay the introduction of our products and services. 



We rely in part on technology that we license from third parties or we obtain from open sources, including relational database management systems from Oracle, Microsoft and MySQL; J2EE from Oracle and JBoss; and others. The loss or malfunction of any third-party technology could harm our business. We integrate or sublicense third-party technology with internally developed software to perform key functions. For example, our products and services incorporate data encryption and authentication technology from Open SSL. Third-party technology might not continue to be available to us on commercially reasonable terms, or at all. Moreover, third-party technology may contain defects that we cannot control. Problems with third-party technology could cause delays in introducing our products or services until equivalent technology, if available, is identified, licensed or obtained, and integrated. Delays in introducing our products and services could adversely affect our results of operations.

Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.

We use open source software in our products and may continue to use open source software in the future. We may face claims from others claiming ownership of, or seeking to enforce the terms of, an open source license, including by demanding release of the open source software, derivative works, or our proprietary source code that was developed using such software. These claims could also result in litigation, require us to purchase a costly license, or require us to devote additional research and development resources to change our platform, any of which would have a negative effect on our business and operating results. In addition, if the license terms for the open source software we utilize change, we may be forced to reengineer or discontinue our products or incur additional costs. We cannot be certain that we have not incorporated open source software in our products in a manner that is inconsistent with our policies.



Our officers, and highly skilled technical and managerial personnel are critical to our business, and they may not remain with us in the future. 



Our performance substantially depends on the performance of our officers. We also rely on our ability to retain and motivate qualified personnel, especially our management and highly skilled development teams. The loss of the services of any of our officers or highly skilled technical and managerial personnel, particularly our founder and Chief Executive Officer, Dr. Pehong Chen, could cause us to incur increased operating expenses and divert senior management resources in searching for replacements. The loss of their services also could harm our reputation if our customers were to become concerned about our future operations. We do not carry "key person" life insurance policies on any of our employees. Our future success also depends on our continuing ability to identify, hire, train and retain other highly qualified technical and managerial personnel. Competition for these personnel is intense, especially in the Internet industry. We have in the past experienced, and may continue to experience, difficulty in hiring and retaining sufficient numbers of highly skilled employees. The significant downturn in our business over the past several years has had and may continue to have a negative impact on our operations. We have restructured our operations by reducing our workforce and implementing other cost containment activities. These actions could lead to disruptions in our business, reduced employee morale and productivity, increased attrition, and problems with retaining existing and recruiting future employees.

21

 


 



Limitations on the online collection of profile information could impair the effectiveness of our products. 



Online (web or mobile) users' resistance to providing personal data, and laws and regulations prohibiting use of personal data gathered online without express consent or requiring businesses to notify their web site visitors of the possible dissemination of their personal data, could limit the effectiveness of our products. This in turn could adversely affect our sales and results of operations.



One of the principal features of our products is the ability to develop and maintain profiles of online users to assist business managers in determining the nature of the content to be provided to these online users. Typically, profile information is captured when consumers, business customers and employees visit a web site or use applications and volunteer information in response to survey questions or to application forms concerning their backgrounds, interests and preferences. Profiles can be augmented over time through the subsequent collection of usage data. Although our products are designed to enable the development of applications that permit online users to prevent the distribution of any of their personal data beyond that specific web sites or application services, privacy concerns may nevertheless cause visitors to resist providing the personal data necessary to support this profiling capability. The mere perception by prospective customers that substantial security and privacy concerns exist among online users, whether or not valid, may indirectly inhibit market acceptance of our products.



In addition, new laws and regulations could heighten privacy concerns by requiring businesses to notify online users that the data captured from them while online may be used by marketing entities to direct product messages to them. We are subject to increasing regulation at the federal and state levels relating to online privacy and the use of personal user information. Several states have proposed legislation that would limit the uses of personal user information gathered online. In addition, the U.S. Federal Trade Commission, or FTC, has urged Congress to adopt legislation regarding the collection and use of personal identifying information obtained from individuals when accessing web sites. The FTC has settled several proceedings resulting in consent decrees in which Internet companies have been required to establish programs regarding the manner in which personal information is collected from users and provided to third parties. While we adhere to the privacy policies published with our solutions, we could become a party to a similar enforcement proceeding. These regulatory and enforcement efforts could also harm our customers' ability to collect demographic and personal information from users, which could impair the effectiveness of our products.  In addition, the European Union is in the process of proposing reforms to its existing data protection legal framework, which may result in a greater compliance burden for companies with customers in Europe.



We may not have adequate back-up systems, and natural or manmade disasters could damage our operations, reduce our revenue and lead to a loss of customers. 



We may not have adequate back-up and redundant systems for both customer-used service and internal IT. A disaster could severely harm our business because our service and operation could be interrupted for an indeterminate length of time. Our operations depend upon our ability to maintain and protect our computer systems at our facility in Redwood City, California, which reside on or near known earthquake fault zones. These systems are vulnerable to damage from fire, floods, earthquakes, power loss, acts of terrorism, telecommunications failures and similar events. We also have significantly reduced our workforce since 2000, which has placed different requirements on our systems and has caused us to lose personnel knowledgeable about our systems, both of which could make it more difficult to quickly resolve system disruptions. Disruptions in our internal business operations could harm our business by resulting in delays, disruption of our customers' business, loss of data, and loss of customer confidence.



We are subject to foreign currency exchange risk. 



A total of 54% and 56% of revenues for the first nine months of 2016 and 2015, respectively, were derived from international operations for which we transact business in foreign currencies. International revenues and expenses denominated in foreign currencies translate into higher or lower revenues and expenses in U.S. Dollars as the U.S. Dollar weakens or strengthens against such other currencies. Substantially all of the revenues of our international operations are received, and substantially all expenses are incurred, in currencies other than the U.S. Dollar, which increases or decreases the related U.S. Dollar-reported revenues and expenses depending on the fluctuations in foreign currency exchange rates. These fluctuations could cause our revenues outside the United States and other results of operations to differ from our expectations or the expectations of our investors. Additionally, such foreign currency exchange rate fluctuations could make it more difficult to detect underlying trends in our business and results of operations. In addition, a total of 27% of our cash and cash equivalents as well as investments were denominated in foreign currencies as of September 30, 2016.  Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our operating results due to transactional and translational re-measurements that are reflected in our results of operations. To the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors, the trading price of our common stock could be adversely affected.  



22

 


 

We  do not engage in any hedging activities in order to manage any potential adverse financial impact resulting from unfavorable changes in foreign currency exchange rates. We cannot predict with any certainty changes in foreign currency exchange rates or the degree to which we can address these risks.

Our business could be negatively affected as a result of actions of activist stockholders.

The actions of activist stockholders could adversely affect our business. Specifically, responding to common actions of an activist stockholder, including without limitation public proposals, requests to pursue a strategic combination or other transaction or other special requests, could disrupt our operations, be costly and time-consuming or divert the attention of our management and employees.  In addition perceived uncertainties as to our future direction in relation to the actions of an activist stockholder may result in the loss of potential business opportunities or the perception that we are unstable and need to make changes, which may be exploited by our competitors and make it more difficult to attract and retain personnel as well as consumers and service providers.  Actions of an activist stockholder may also cause fluctuations in our stock price based on speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

Weakened global economic conditions may harm our industry, business, and results of operations.

We derive revenue from clients in many countries, and our overall performance depends in part on worldwide economic conditions. Global financial developments and downturns seemingly unrelated to us, our products or our industry may harm us. The United States and other key international economies have been impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies, and overall uncertainty with respect to the economy. The revenue growth and potential profitability of our business depends on demand for our products generally. Historically, during economic downturns there have been reductions in spending on technology systems as well as pressure for extended billing terms and other financial concessions, which would negatively affect our operating results. These conditions affect the rate of technology spending and could adversely affect our customers’ ability or willingness to purchase our products, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscriptions, or affect renewal rates, all of which could harm our operating results.



Risks related to our common stock 



One stockholder beneficially owns a substantial portion of the outstanding BroadVision common stock, and as a result exerts substantial control over us. 



As of September 30,  2016, Dr. Pehong Chen, our Chairman and Chief Executive Officer, beneficially owned approximately 1.6 million shares of our common stock, which represents approximately 33% of the outstanding common stock as of such date. As a result, Dr. Chen exerts substantial control over all matters coming to a vote of our stockholders, including with respect to:



 

 

 



 

the composition of our board of directors and, through it, any determination with respect to our business direction and policies, including the appointment and removal of officers;



 

any determinations with respect to mergers and other business combinations;



 

our acquisition or disposition of assets;



 

our financing activities; and



 

the payment of dividends on our capital stock.



This control by Dr. Chen could depress the market price of our common stock or delay or prevent a change in control of BroadVision.



Our stock price has been highly volatile. 



The high and low price of BroadVision common stock on the NASDAQ Global Market ranged from $4.49 per share to $8.95 per share between October 1, 2014 and September  30,  2016. Our stock price is subject to wide fluctuations in response to a variety of factors, including: 



 

 

 



 

quarterly variations in operating results;



 

announcements of technological innovations;



 

announcements of new software or services by us or our competitors;



 

changes in financial estimates by securities analysts;



 

low trading volume on the NASDAQ Global Market;



 

general economic conditions; or



 

other events or factors that are beyond our control.

23

 


 



In addition, the stock market has experienced significant price and volume fluctuations that have particularly affected the trading prices of equity securities of many technology companies. These fluctuations have often been unrelated or disproportionate to the operating performance of these companies. Any negative change in the public's perception of the prospects of Internet, enterprise social networking or electronic commerce companies could further depress our stock price regardless of our results. Other broad market fluctuations may decrease the trading price of BroadVision common stock. In the past, following declines in the market price of a company's securities, securities class action litigation, such as the class action lawsuits filed against us and certain of our officers and directors in early 2001, has often been instituted against that company. Litigation could result in substantial costs and a diversion of management's attention and resources.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Not applicable.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.



Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Not applicable.

24

 


 

Item 6. Exhibits 





 

Exhibits Number

 Description

3.1

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to Amendment No. 2 to the Company's Registration Statement on Form S-1 filed on May 29, 1996 (File No. 333-03844)).

3.2

Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 4.6 to the Company's Form 10-K for the fiscal year ended December 31, 2006 filed on March 27, 2007 (File No. 000-28252)).

3.3

Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on November 6, 2008 (File No. 000-28252)). 

3.4

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on October 16, 2008 (File No. 000-28252)).

31.1

Certification of the Chief Executive Officer of BroadVision pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer of BroadVision pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1(1)

Certification of the Chief Executive Officer and Chief Financial Officer of BroadVision pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following materials from BroadVision, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at September 30, 2016 and December 31, 2015, (ii) Condensed Consolidated Statement of Comprehensive Loss for the three and nine months ended September 30, 2016 and 2015, (iii) Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 and 2015, and (iv) Notes to Condensed Consolidated Financial Statements.

(1)

The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Broadvision, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.























25