- - --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-28252
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 Number)
333 Distel Circle, Los Altos, California 94022-1404
- - ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(415) 943-3600
--------------
(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 x NO _
As of April 30,July 31, 1997 there were 20,234,14420,279,363 shares of the Registrant's
Common Stock outstanding.
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This is page 1 of 14 pages.
Index to exhibits is on page 15
BROADVISION, INC.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED MARCH 31,JUNE 30, 1997
TABLE OF CONTENTS
Page No.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations -
Three and six months ended March 31,June 30, 1997 and 1996 3
Condensed Consolidated Balance Sheets -
March 31,June 30, 1997 and December 31, 1996 4
Condensed Consolidated Statements of Cash Flows -
ThreeSix months ended March 31,June 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
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PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
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SIGNATURES 14
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2
BROADVISION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
(unaudited) (unaudited)
Revenues:
Software licenses $ 4,098 $ 1,564 $ 7,246 $ 2,663
Services 1,929 738 4,072 1,037
-------- -------- -------- --------
Total revenues 6,027 2,302 11,318 3,700
Cost of revenues:
Cost of license revenues 425 93 639 189
Cost of service revenues 1,001 331 2,144 497
-------- -------- -------- --------
Total cost of revenues 1,426 424 2,783 686
-------- -------- -------- --------
Gross profit 4,601 1,878 8,535 3,014
Operating expenses:
Research and development 1,802 1,277 3,482 2,193
Sales and marketing 4,257 2,486 8,461 4,093
General and administrative 700 320 1,446 638
-------- -------- -------- --------
Total operating expenses 6,759 4,083 13,389 6,924
-------- -------- -------- --------
Operating loss (2,158) (2,205) (4,854) (3,910)
Interest and other income 187 51 408 94
Interest and other expense (138) (26) (150) (62)
-------- -------- -------- --------
Net loss $ (2,109) $ (2,180) $ (4,596) $ (3,878)
======== ======== ======== ========
Net loss per share $ (0.10) $ (0.13) $ (0.23) $ (0.22)
======== ======== ======== ========
Shares used in computing net loss per share 20,219 16,822 20,111 17,699
The accompanying notes are an integral part of these financial statements.
3
BROADVISION, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended
March 31,
1997 1996
(unaudited) (unaudited)
Revenues:
Software licenses $ 3,148 $ 1,099
Services 2,143 299
-------- --------
Total revenues 5,291 1,398
Cost of revenues
Cost of license revenues 214 96
Cost of service revenues 1,143 165
-------- --------
Total cost of revenues 1,357 261
-------- --------
Gross profit 3,934 1,137
Operating expenses
Research and development 1,680 917
Sales and marketing 4,204 1,585
General and administrative 746 340
-------- --------
Total operating expenses 6,630 2,842
-------- --------
Operating loss (2,696) (1,705)
Interest and other income 221 43
Interest and other expense (12) (36)
-------- --------
Net loss $ (2,487) $ (1,698)
======== ========
Net loss per share $ (0.12) $ (0.09)
======== ========
Shares used in computing net loss per share 20,002 18,576
3
BROADVISION, INC.AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31,June 30, December 31,
1997 1996
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 13,90011,595 $ 17,608
Short-term investments 1,532794 2,112
Accounts receivable, net 7,8267,129 5,548
Other current assets 505645 317
-------- --------
Total current assets 23,76320,163 25,585
Property and equipment, net 3,3503,563 3,024
Other assets 402388 321
-------- --------
Total assets $ 27,51524,114 $ 28,930
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilitiesliabilities:
Accounts payable and accrued expenses $ 3,8843,075 $ 3,484
Unearned revenues 2,616revenue 1,610 2,625
Deferred maintenance 1,1821,439 924
Current portion of long-term liabilities 365 294
-------- --------
Total current liabilities 8,0476,489 7,327
Long-term liabilities 582490 587
Stockholders' equity
Common stock and paid-in capital 39,565Stock 39,806 39,318
Deferred compensation (1,923)(1,806) (2,033)
Accumulated deficit (18,756)(20,865) (16,269)
-------- --------
Total stockholders' equity 18,88617,135 21,016
-------- --------
Total liabilities and stockholders' equity $ 27,51524,114 $ 28,930
======== ========
The accompanying notes are an integral part of these financial statements.
4
BROADVISION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
March 31, March 31,Six months ended
June 30, June 30,
1997 1996
(unaudited) (unaudited)
----------- ------------------- --------
Cash flows from operating activities:
Net loss $ (2,487)(4,596) $ (1,698)(3,878)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 326 95
Amortization of deferred712 252
Deferred compensation 110 110
Allowance for doubtful accounts and returns 185 --227 245
Changes in operating assets and liabilities:
Accounts receivable (2,463) (1,558)
Prepaid expenses, other current(1,581) (4,473)
Other assets and
other assets (269) (131)(395) (288)
Accounts payable and accrued expenses 400 799(409) 1,821
Unearned revenue and deferred maintenance 249 896(500) 3,475
Other liabilities (2) 15(4) 19
-------- --------
Net cash used in operating activities (3,951) (1,472)(6,546) (2,827)
-------- --------
Cash flows from investing activities:
Acquisition of property and equipment (474) (499)(1,073) (1,149)
Purchase of short-term investments (1,532) --(19,929)
Maturity of short-term investments 2,1122,850 196
-------- --------
Net cash provided by (used in) investing
activities 106 (303)245 20,882)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock 247 160488 19,086
Proceeds from issuance of preferred stock, net
of issuance costs -- 65,055
Payments on capital lease (110) (39)(200) (79)
-------- --------
Net cash provided by financing activities 137 127288 24,062
-------- --------
Net decreaseincrease (decrease) in cash and cash equivalents (3,708) (1,648)(6,013) 353
Cash and cash equivalents, beginning of periodperiod/year 17,608 4,311
-------- --------
Cash and cash equivalents, end of periodperiod/year $ 13,90011,595 $ 2,6634,664
======== ========
Non-cash investing and financing activities:activities
Acquisition of equipment under capital leaseleases $ 178 $ ---
======== ========
The accompanying notes are an integral part of these financial statements.
5
BROADVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of
BroadVision, Inc. (the "Company") and its wholly owned subsidiaries. All
significant intercompany balances and transactions have been eliminated in
consolidation.
Business of the Company
The Company provides an integrated software application system,
BroadVision One-To-One(TM),One-To-One TM, that enables the creation of applications allowing
non-technical business managers to tailor Internet marketing and selling
services to the needs and interests of individual World Wide Web site visitors,
personalizing each visit on a real-time basis.
Interim Financial Information
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions for Form 10-Q and Article 10 of
Regulation S-X. In the Company's opinion, the financial statements include all
adjustments, consisting only of normal recurring adjustments, which the Company
considers necessary to fairly state the Company's financial position and the
results of operations and cash flows. The balance sheet at December 31, 1996 has
been derived from the audited financial statements at that date but does not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The accompanying
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Prospectus, Forms 10-K and 10-Q, and
other documents filed with the Securities and Exchange Commission ("SEC"). The
results of the Company's operations for any interim period are not necessarily
indicative of the results of the Company's operations for any other interim
period or for a full fiscal year.
Net Loss Per Share
The net loss per share is computed using net loss and, for periods prior
to the Company's initial public offering ("IPO"), is based on the weighted
average number of shares of common stock outstanding, convertible preferred
stock, on an "as-if-converted" basis, using the exchange rate in effect at the
initial public offering date and dilutive common equivalent shares from stock
options and warrants outstanding using the treasury stock method. In accordance
with certain SEC Staff Accounting Bulletins, such computations include all
common and common equivalent shares issued within 12 months of the initial
filing date as if they were outstanding for all pre-IPO periods presented using
the treasury stock method and the anticipated initial public offering price. For
periods subsequent to the IPO, loss per share is based on weighted average
shares outstanding, excluding the effects of dilutive securities.
6
Recent Accounting Pronouncements
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share." SFAS No. 128
requires the presentation of basic earnings per share ("EPS") and, for companies
with complex capital structures or potentially dilutive securities, such as
convertible debt, options and warrants, diluted EPS. SFAS No. 128 is effective
for annual and interim periods ending after December 15, 1997. The Company
expects that basic EPS and diluted EPS will not differ materially from earningsloss per
share as presented in the accompanying consolidated financial statements.
2) Balance Sheet Detail
Property and Equipment
Property and equipment consisted of the following (in thousands):
March 31,June 30, December 31,
1997 1996
--------- ---------------- ----
(unaudited)
Furniture and fixtures $ 575861 $ 539
Computers and software 3,8204,046 3,210
Leasehold improvements 144231 138
------ ------
4,5395,138 3,887
Less accumulated depreciation and amortization 1,1891,575 863
------ ------
$3,350$3,563 $3,024
====== ======
Accrued Expenses
Accrued expenses consisted of the following (in thousands):
March 31,June 30, December 31,
1997 1996
--------- ---------------- ----
(unaudited)
Employee benefits $ 327387 $ 254
Commissions and bonuses 612513 696
Directors and officers insurance premiums 226170 283
Taxes payable 263258 129
Contractors fees 316165 489
Other 728645 675
------ ------
$2,472$2,138 $2,526
====== ======
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE FOLLOWING
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER SIGNIFICANTLY FROM
THOSE DISCUSSED HERE. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THIS FORM 10-Q AND IN THE
COMPANY'S PROSPECTUS, FORMS 10-K AND 10-Q, AND OTHER DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. ANY SUCH FORWARD-LOOKING STATEMENTS SPEAK
ONLY AS OF THE DATE SUCH STATEMENTS ARE MADE.
OVERVIEW
BroadVision provides industrial-strength software application solutions for enterprise
class, personalized one-to-one business systems on the global Internet, Intranets, and Extranets.
These solutions enable rapidcompanies to rapidly deploy and cost-effective prototyping,
development,cost-effectively operate
secure, scalable, intelligent, and on-going operation offlexible electronic commerce, customer
service,
interactive publishingself-service, and knowledge management applications over the Internet.Net. The
Company'sBroadVision One-To-One(TM) application system and One-To-One WebApps(TM) family
of applications support large user and content databases, high transaction
volumes, intelligent agent matching, and seamless integration with existing
business systems. BroadVision applications also incorporate a suite of powerful
management tools that enable non-technical business people to dynamically manage
content and control application behavior from their desktops. BroadVision
software products are fully integrated with consulting services, training, and
services are targeted at businesses developing Web
site applications for consumers and business customers as well as employees. The
Company's productstechnical support to provide the open, scalable, database architecture, expert
business logic, dynamic control, secure transaction processing, and
matching-based personalization capabilities essential for profitable Internet
business. The Company specializes incomprehensive, end-to-end solutions for the
financial services, retail, travel, mediahigh technology, retail/distribution, and telecommunications
industries. In September
1996, the Company launched a personalized Web service called "The Angle," which
helps consumers more effectively utilize the Web. Using a combinationBroadVision is headquartered in Los Altos, California and maintains
an extensive network of editorssubsidiaries and BroadVision One-to-One technology, The Angle matches daily information with
individuals including Web site reviewslicensed resellers in North and recommendations, up-to-the-minute
newsSouth
America, Europe and special features.Asia.
The Company's revenues are derived from software license fees and fees
for its services. The Company generally recognizes license fees when the
software has been delivered, the customer acknowledges an unconditional
obligation to pay, and the Company has no significant obligations remaining.
Professional services revenues generally are recognized as services are
performed. Maintenance revenues are recognized ratably over the term of the
support period, which is typically one year.
Since its inception, the Company has incurred substantial costs to
research, develop, and enhance its technology and products, to recruit and train
a marketing and sales group, and to establish an administrative organization. As
a result, the Company has incurred net losses in each fiscal quarter since
inception and, as of March 31,June 30, 1997, had an accumulated deficit of $18.8$20.9 million.
The Company anticipates that its operating expenses will increase in the
foreseeable future as it continues the development of its technology, increases
its sales and marketing activities, and creates and expands its distribution
channels. Accordingly, the Company expects to incur additional losses for the
foreseeable future. In addition, the Company's limited operating history makes
the prediction of future results of operations difficult and, accordingly, there
can be no assurance that the Company will achieve or sustain revenue growth or
profitability.
To date, only a limited number of companies have licensed the
BroadVision One-To-One application system. Accordingly, the Company has only a
limited operating history, and its prospects must be evaluated in light of the
risks and uncertainties frequently encountered by a company in its early stage
of development. Some of these risks and uncertainties relate to the new and
rapidly evolving nature of the markets in which the Company operates. Such
market
8
market risks include, among other things, the early stage of market development
for online commerce, the dependence of online commerce upon the development of
the Internet, the uncertainty of widespread adoption of online commerce and the
risk of government regulation of the Internet. Other risks and uncertainties
facing the Company relate to the Company's ability to, among other things,
successfully implement its marketing strategy, respond to competitive
developments, continue to develop and upgrade its products and technologies more
rapidly than its competitors, and commercialize its products and services
incorporating these enhanced technologies. There can be no assurance that the
Company will succeed in addressing any or all of these risks. A more complete
description of these and other risks relating to the Company's business is set
forth under the caption "Risk Factors" in the Prospectus, Form 10-K and 10-Q,10Q, and
other documents filed with the SEC.
RESULTS OF OPERATIONS
Revenues
Total revenues increased to $5,291,000$6,027,000 in the three-month period ended
March 31,June 30, 1997 from $1,398,000$2,302,000 for the same quarter ofin fiscal 1996. The Company
recognized its first licenseFor the
six-month period ended June 30, 1997, total revenues inincreased to $11,318,000
from $3,700,000 for the first quarter ofsame period in fiscal 1996.
Software product license revenues increased to $3,148,000$4,098,000 for the
three-month period ended March 31,June 30, 1997 from $1,099,000$1,564,000 for the same quarter ofin
fiscal 1996. For the quarter, the software product license revenues consisted of
North American software product license revenues of $1,446,000,$1,147,000, or 46%28% of the
total software product license revenues, and Internationalinternational software product
license revenues of $1,702,000,$2,951,000, or 54%72% of the total software product license
revenues. For the six-month period ended June 30, 1997, software product license
revenues increased to $7,246,000 from $2,663,000 for the same period in fiscal
1996. For the six-month period ended June 30, 1997, the software product license
revenues consisted of North American software product license revenues of
$2,593,000, or 36% of the total software product license revenues, and
international software product license revenues of $4,653,000, or 64% of the
total software product license revenues. The increases in software product
license revenues for the three-month
period ended March 31, 1997 reflect the sale of development licenses and web-based
applications of the Company's product,products, and the recognition of revenues relating
to deployment licenses. Deployment license revenues increased to $1,571,000$2,085,000 for
the three-month period ended March 31,June 30, 1997 from $191,000$321,000 for the same quarter of
fiscal 1996. For the six-month period ended June 30, 1997, deployment revenues
increased to $3,656,000 from $512,000 for the same period in fiscal 1996. As of
March 31,June 30, 1997, the Company had deployed ten17 customer sites.
Services revenues increased to $2,143,000$1,929,000 for the three-month period
ended March 31,June 30, 1997 from $299,000$738,000 for the same quarter of fiscal 1996. For the
quarter, North American services revenues were $928,000,$1,060,000, or 43%55% of total
services revenues, and Internationalinternational services revenues were $1,215,000,$869,000, or 57%45% of
total services revenues. For the six-month period ended June 30, 1997, services
revenues increased to $4,072,000 from $1,037,000 for the same period in fiscal
1996. Services revenues increased during the periodthese periods from the respective prior
year periodperiods due to the increasing number of licenses of BroadVision One-to-OneOne-To-One
with a service or maintenance component.
Operating Expenses
The Company's operating expenses have increased substantially since
inception. The Company believes that continued expansion of its operations is
essential to achieving its objectives and, therefore, intends to increase
expenditures in all operating areas.
9
Cost of Software Licenses. Cost of software licenses includes the costs
of royalties payable to third parties for software that is embedded in, or bundled
together and sold with, the Company's products, product media and duplication,
and manuals.manuals and commissions payable to distributors. The amount of suchproduct
royalties payable is generally related to the volume of sales made by the
Company to its customers. The amount of commissions payable to distributors is
related to the distributor agreement which is generally based on the percentage
of revenue. Cost of software licenses increased to $214,000$425,000 for the three-month
period ended March
31,June 30, 1997 from $96,000$93,000 for the same quarter ofin fiscal 1996. CostFor
the six-month period ended June 30, 1997, cost of software licenses decreasedincreased to
7% of related license revenues in the three-month period
ended March 31, 1997$639,000 from 9%$189,000 for the same quarter ofperiod in fiscal 1996. This decrease
primarily is derived fromThe cost of software
licenses increased costs spread over the increase induring these periods due to higher volume of license revenues.
9
software sales
and sales generated from the Company's Spanish distributor for which a
commission payable is incurred.
Cost of Services. Cost of services consists primarily of
employee-related costs and fees for third-party consultants incurred in
providing consulting, post-contract support, and training services. Cost of
services increased to $1,143,000$1,001,000 for the three-month period ended March 31,June 30, 1997
from $165,000$331,000 for the same quarter in fiscal 1996. For the six-month period
ended June 30, 1997, cost of services increased to $2,144,000 from $497,000 for
the same period in fiscal 1996. The increase in cost of services was due to the
increasing number of licenses of BroadVision One-to-OneOne-To-One with a support or
maintenance component and the increasing fixed costs resulting from the
Company's expansion of its services organization. The Company expects that
services costs will continue to increase in absolute dollar amounts as the
Company continues to expand its services organization.
Research and Development. Research and development expenses consist
primarily of salaries, other employee-related costs, and consulting fees related
to the development of the Company's products. Research and development expenses
increased by 83%,41% to $1,680,000,$1,802,000, for the three-month period ended March 31,June 30, 1997
from $917,000$1,277,000 for the same quarter ofin fiscal 1996. For the six-month period
ended June 30, 1997, research and development expenses increased by 59% to
$3,482,000 from $2,193,000 for the same period in fiscal 1996. These increases
in the dollar amount of research and development expenses are primarily
attributable to costs of additional personnel in the Company's research and
development operations. The Company continues to direct product development
expenditures toward developing new products and enhancing existing products. The
Company anticipates that research and development expenses will continue to
increase in absolute dollars for the remainder of 1997. All expenditures related
to research and development have been expensed as incurred and, therefore, no
amortization of capitalized software development costs is included.
Sales and Marketing. Sales and marketing expenses consist primarily of
salaries and other employee-related costs, commissions and other incentive
compensation, travel and entertainment, and expenditures for marketing programs
such as collateral materials, trade shows, public relations and creative
services. Sales and marketing expenses increased to $4,204,000$4,257,000 for the
three-month period ended March 31,June 30, 1997 from $1,585,000$2,486,000 for the same quarter ofin
fiscal 1996. For the six-month period ended June 30, 1997, sales and marketing
expenses increased to $8,461,000 from $4,093,000 for the same period in fiscal
1996. These increases in sales and marketing expenses reflect primarily the
hiring of additional sales and marketing personnel, developing and expanding its
sales distribution channels, and expanding promotional activities. The Company
expects to continue to expand its direct sales and marketing efforts and expects
sales and marketing expenses to continue to increase significantly in absolute
dollars.
General and Administrative. General and administrative expenses consist
primarily of salaries, other employee-related costs, and fees for professional
services. General and administrative expenses increased to $746,000$700,000 for the
three-month period ended March 31,June 30, 1997 from $340,000$320,000 for the same quarter ofin
fiscal 1996. For the six-month period ended June 30, 1997, general and
administrative expenses increased to $1,446,000 from $638,000 for the same
period in fiscal 1996. These increases for general and administrative expenses
10
reflect primarily the hiring of additional administrative and management
personnel, increases in the provision for doubtful accounts, increased
professional fees, and the addition of other infrastructure to support the
expansion of the Company's operations. The Company expects to continue to add
administrative staff to support broadened operations, expand North American and
international office facilities, and incur costs related to being a public
company and, therefore, expects general and administrative expenses to increase
significantly in absolute dollars.
Prior to its IPO, the Company recorded deferred compensation for the
difference between the exercise price and the deemed fair value of the Company's
Common Stock with respect to 1,794,000 shares issuable upon exercise of options
granted. These amounts were initially recorded as deferred compensation and will
be amortized to cost of services, research and development, selling and
marketing, and general and administrative expense over the vesting periods of
the options, generally 60 months. Deferred compensation amortized to
compensation expense was $110,000decreased to $117,000 from $135,000 for eachthe same quarter in
1996. For the six-month period ended June 30, 1997, deferred compensation
amortized to compensation expense decreased to $227,000 from $245,000 for the
same period in fiscal 1996. The decrease in the amortization of deferred
compensation is due to the three-month periods ended
March 31, 1996 and 1997, respectively.cancellation of stock options for terminated
employees. The amortization of deferred compensation will have an adverse effect
on the Company's reported results of operations through the year 2003, but such
effect will be significantly reduced beginning in the third quarter of 2001.
10
FACTORS AFFECTING QUARTERLY OPERATING RESULTS
The Company expects to experience significant fluctuations in quarterly
operating results that may be caused by many factors including, but not limited
to, those discussed under the caption "Risk Factors" in the Prospectus, Forms
10-K and 10-Q, and other filed documents with the SEC.
The Company expects that a significant portion of its revenues will be
derived from a limited number of orders, and the timing of receipt, fulfillment
and deployment of such orders is likely to cause material fluctuations in the
Company's operating results, particularly on a quarterly basis, as with many
software companies. Specifically, the Company is taking steps to accelerate the
pace of deployment which could result in acceleration of revenue recognition
and, consequently, the potential for greater fluctuation in quarterly operating
results. The Company anticipates that it will make the major portion of each
quarter's deliveries near the end of each quarter and, as a result, short delays
in delivery of products at the end of a quarter could adversely affect operating
results for that quarter. Due to these factors, quarterly revenues and operating
results are difficult to forecast, and the Company believes that
period-to-period comparisons of its operating results will not necessarily be
meaningful and should not be relied upon as any indication of future
performance.
The Company anticipates that its operating expenses will increase
substantially in the foreseeable future as it continues the development of its
technology, increases its sales and marketing activities, and creates and
expands its distribution channels. Accordingly, the Company expects to incur
additional losses for the foreseeable future. In addition, the Company's limited
operating history makes the prediction of future results of operations difficult
and, accordingly, there can be no assurance that the Company will achieve or
sustain revenue growth or profitability. The Company's limited operating history
also requires that its prospects be evaluated in light of the risks and
uncertainties frequently encountered by a company in its early stage of
development. Some of these risks and uncertainties relate to the new and rapidly
evolving nature of the markets in which the Company operates. Such market risks
include, among other things, the early stage of market development for online
commerce, the dependence of online commerce upon the development of the
Internet, the uncertainty of widespread adoption of online commerce, and the
risk of government regulation of the Internet. Other risks and uncertainties
facing the Company relate to the Company's ability to, among other things,
11
successfully implement its marketing strategy, respond to competitive
developments, continue to develop and upgrade its products and technologies more
rapidly than its competitors, and commercialize its products and services
incorporating these enhanced technologies. There can be no assurance that the
Company will succeed in addressing any or all of these risks. A more complete
description of these and other risks relating to the Company's business is set
forth under the caption "Risk Factors" in the Prospectus and Form 10-K filing
with the SEC. It is also likely that the Company's future quarterly operating
results from time to time will not meet the expectations of market analysts or
investors, which may have an adverse effect on the price of the Company's Common
Stock.
LIQUIDITY AND CAPITAL RESOURCES
Prior to the IPO, the Company financed its operations primarily through
private placements of Common and Preferred Stock, which provided net proceeds
totaling $15.5 million through May 1996. The IPO yielded net proceeds of
approximately $20.7 million. At March 31,June 30, 1997, the Company had approximately
$15.4$12.4 million in cash, cash equivalents, and short-term investments. The Company
currently has no significant capital commitments other than commitments under
equipment and operating leases disclosed in theits Form 10-K filed with the SEC.
The Company has no credit facilities,entered into a loan and security agreement with a bank for
leasehold improvements at the Company's new facility, which the Company
anticipates occupying in late 1997, as disclosed in Form 10-K. The Company does
not believe that it will require additional credit facilities for at least the
next 12 months.
The Company anticipates that its available cash resources will be
sufficient to meet its presently anticipated working capital and capital
expenditure requirements for at least the next 12 months. This estimate is a
forward-looking statement that involves risks and uncertainties, and actual
results may vary as a result of a number of factors, including those discussed
under "Risk Factors" in the Prospectus,
11
Forms 10-K and 10-Q, and other documents
filed with the SEC and those discussed under the caption "Factors Affecting
Operating Results" above and elsewhere herein. The Company may need to raise
additional funds in order to support more rapid expansion, develop new or
enhanced services, respond to competitive pressures, acquire complementary
businesses or technologies, or respond to unanticipated requirements. The
Company may seek to raise additional funds through private or public sales of
securities, strategic relationships, bank or lease financings, or otherwise. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of the stockholders of the Company will be reduced,
stockholders may experience additional dilution, or such equity securities may
have rights, preferences, or privileges senior to those of the holders of the
Company's Common Stock. There can be no assurance that additional financing will
be available on acceptable terms, if at all. If adequate funds are not available
or are not available on acceptable terms, the Company may be unable to develop
or enhance its products, take advantage of future opportunities, or respond to
competitive pressures or unanticipated requirements, which could have a material
adverse effect on the Company's business, financial condition, and operating
results.
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicableOn May 28, 1997, the Company held its annual meeting of stockholders,
at which meeting the stockholders took the following actions:
(i) elected Pehong Chen, David Anderson, Yogan Dalal and Koh Boon Hwee
to serve as directors of the Company for the ensuing year and until
their successors are duly elected;
(ii) ratified the selection of KPMG Peat Marwick LLP as independent
auditors of the Company for its fiscal year ending December 31, 1997.
Such actions were taken by the following votes:
Votes For Votes Withheld
--------- --------------
Election of Directors:
Pehong Chen 11,922,036 100
David Anderson 11,922,036 100
Yogan Dalal 11,922,036 100
Koh Boon Hwee 11,922,036 100
Votes For Votes Against Abstentions
--------- ------------- -----------
Ratification of
Auditors 11,922,036 100 200
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Item Description
---- -----------
10.1 Form of IndemnityLoan and Security Agreement, dated July 2, 1997,
between Silicon Valley Bank and the Company and each of
its executive officersCompany.
11.1 Statement re: Computation of Net Loss Per Share
27.1 Financial Data Schedule
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BROADVISION, INC
Date: May 13, 1997 /s/ Pehong Chen
______________________________________________________________ ----------------------------------------------
Pehong Chen
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 13, 1997 /s/ Randall C. Bolten
______________________________________________________________ ----------------------------------------------
Randall C. Bolten
Vice President, Operations and Chief Financial
Officer
(Principal Financial and Accounting Officer)
14
BROADVISION, INC.
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- ------------------------------------------------------------------------- -------- -----------
10.1 Form of IndemnityLoan and Security Agreement, dated July 2, 1997, between Silicon Valley
Bank and the Company and each of
its executive officers
11.1 Statement regarding Computation of Per Share LossEarnings . . . . . . .
27.1 Financial Data Schedule . . . . . . . . . . . . . . . . . . . . . . . .
- - --------------------------------------------------------------------------------
15