<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-Q/A
------------------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 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)
<TABLE>
<S> <C>
DELAWARE 94-3184303
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
585 BROADWAY, REDWOOD CITY, CALIFORNIA 94063
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(650) 261-5100
(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 (COPY MISSING) Yes [X] No [ ].
As of July 31, 1999, there were 25,561,000 shares of the Registrant's
Common Stock issued and outstanding.
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<PAGE> 2
BROADVISION, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets --
December 31, 1998 and June 30, 1999......................... 3
Consolidated Statements of Operations and Comprehensive
Income --
Three and six months ended June 30, 1998 and 1999........... 4
Consolidated Statements of Cash Flows --
Six months ended June 30, 1998 and 1999..................... 5
Notes to Consolidated Financial Statements.................. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 10
Item 3. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 17
Item 2. Changes in Securities and Use of Proceeds................... 17
Item 3. Defaults upon Senior Securities............................. 17
Item 4. Submission of Matters to a Vote of Security Holders......... 17
Item 5. Other Information........................................... 18
Item 6. Exhibits and Reports on Form 8-K............................ 18
SIGNATURES............................................................. 18
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BROADVISION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Current assets:
Cash, and cash equivalents................................ $ 61,878 $ 53,735
Short-term investments.................................... -- 18,823
Accounts receivable, less allowance for doubtful accounts
of $788 and $1,018 for December 31, 1998 and June 30,
1999, respectively..................................... 15,361 21,479
Prepaids and other........................................ 3,589 3,820
-------- --------
Total current assets.............................. 80,828 97,857
Property and equipment, net................................. 8,034 9,978
Long-term investments....................................... 11,546 28,286
Other assets................................................ 1,154 1,077
-------- --------
Total assets...................................... $101,562 $137,198
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 2,243 $ 3,336
Accrued expenses.......................................... 4,933 7,312
Unearned revenue.......................................... 1,918 3,298
Deferred maintenance...................................... 6,157 10,165
Current portion of capital lease obligations.............. 709 547
Current portion of long-term debt......................... 548 548
-------- --------
Total current liabilities......................... 16,508 25,206
Capital lease obligations................................... 270 16
Long-term debt.............................................. 2,924 2,600
Deferred income taxes....................................... -- 529
Other liabilities........................................... 51 35
-------- --------
Total liabilities................................. 19,753 28,386
-------- --------
Commitments
Stockholders' equity:
Convertible preferred stock, $0.0001 par value; 5,000
shares authorized; none issued and outstanding......... -- --
Common stock, $0.0001 par value; 50,000 shares authorized;
24,796 and 25,508 shares issued and outstanding at
December 31, 1998 and June 30, 1999, respectively...... 2 3
Additional paid-in capital................................ 98,767 109,306
Deferred compensation..................................... (555) (389)
Accumulated other comprehensive income.................... 3,198 13,243
Accumulated deficit....................................... (19,603) (13,351)
-------- --------
Total stockholders' equity........................ 81,809 108,812
-------- --------
Total liabilities and stockholders' equity........ $101,562 $137,198
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 4
BROADVISION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1998 1999 1998 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues:
Software licenses................................. $ 8,018 $15,484 $15,297 $28,267
Services.......................................... 3,367 7,992 6,167 13,673
------- ------- ------- -------
Total revenues............................ 11,385 23,476 21,464 41,940
Cost of revenues:
Cost of license revenues.......................... 213 1,037 400 1,784
Cost of service revenues.......................... 2,092 4,624 3,711 7,945
------- ------- ------- -------
Total cost of revenues.................... 2,305 5,661 4,111 9,729
------- ------- ------- -------
Gross profit......................... 9,080 17,815 17,353 32,211
Operating expenses:
Research and development.......................... 2,049 3,268 4,083 6,169
Sales and marketing............................... 6,243 10,019 12,104 17,684
General and administrative........................ 760 1,611 1,585 2,882
------- ------- ------- -------
Total operating expenses.................. 9,052 14,898 17,772 26,735
------- ------- ------- -------
Operating income (loss).............. 28 2,917 (419) 5,476
Other income, net................................... 665 593 613 1,110
------- ------- ------- -------
Income before provision for income
taxes.............................. 693 3,510 194 6,586
Provision for income taxes.......................... -- 195 -- 334
------- ------- ------- -------
Net income........................... $ 693 $ 3,315 $ 194 $ 6,252
======= ======= ======= =======
Basic earnings per share............................ $ 0.03 $ 0.13 $ 0.01 $ 0.25
======= ======= ======= =======
Diluted earnings per share.......................... $ 0.03 $ 0.12 $ 0.01 $ 0.22
======= ======= ======= =======
Shares used in computing basic earnings per share... 24,011 25,123 22,244 24,886
======= ======= ======= =======
Shares used in computing diluted earnings per
share............................................. 26,771 28,154 24,819 27,946
======= ======= ======= =======
COMPREHENSIVE INCOME:
Net income........................................ $ 693 $ 3,315 $ 194 $ 6,252
Other comprehensive income, net of tax:
Unrealized long-term investment gains.......... -- 2,816 -- 10,045
------- ------- ------- -------
Total comprehensive income................ $ 693 $ 6,131 $ 194 $16,297
======= ======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
BROADVISION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
-------------------
1998 1999
------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 194 $ 6,252
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 1,316 1,921
Amortization of deferred compensation.................. 180 166
Provision for doubtful accounts and returns............ 283 230
Revenue resulting from non-monetary transactions....... (1,031) --
Amortization of prepaid royalties...................... -- 167
Changes in operating assets and liabilities:
Accounts receivable.................................... (541) (6,348)
Prepaid expenses and other............................. (514) (246)
Accounts payable and accrued expenses.................. 348 3,472
Unearned revenue and deferred maintenance.............. 419 5,388
------- --------
Net cash provided by operating activities......... 654 11,002
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment........................ (2,074) (3,865)
Purchase of long-term investments......................... (1,500) --
Increase in other assets.................................. (139) (90)
Purchase of short-term investments........................ -- (18,823)
Maturity of short-term investments........................ 796 --
------- --------
Net cash used for investing activities............ (2,917) (22,778)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in restricted cash............................. 1,400 --
Proceeds from (repayments of) borrowings, net............. 1,095 (324)
Payments on capital lease obligations..................... (425) (416)
Proceeds from issuance of common stock, net............... 55,455 4,373
------- --------
Net cash provided by financing activities......... 57,525 3,633
Net increase (decrease) in cash and cash equivalents........ 55,262 (8,143)
Cash and cash equivalents, beginning of period.............. 8,277 61,878
------- --------
Cash and cash equivalents, end of period.................... $63,539 $ 53,735
======= ========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest.................................... $ 172 $ 177
Cash paid for income taxes................................ 84 431
Investments acquired through non-monetary transactions.... 1,250 --
Unearned revenue and deferred maintenance from
non-monetary transactions.............................. 219 --
Equipment acquired under capital leases................... 215 --
Deferred compensation forfeited due to voluntary
terminations........................................... 693 --
Net unrealized gain on long-term investments.............. -- 10,045
Contributed capital -- income tax benefit from stock
option exercises....................................... -- 6,167
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
BROADVISION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS -- BroadVision, Inc. (the "Company") develops, markets
and supports application software solutions for one-to-one relationship
management across the extended enterprise. These solutions enable businesses to
use the Internet as a platform to conduct electronic commerce, offer online
customer self-service and support, deliver targeted information and provide
online financial services. Each of these capabilities can be provided to all
constituents of the extended enterprise, including: customers, suppliers,
partners, distributors and employees. The BroadVision One-to-One product suite
allows businesses to tailor Web site content to the needs and interests of
individual users by personalizing each visit on a real-time basis. The Company's
applications interactively capture Web site visitor profile information,
organize the enterprise's content, target that content to each visitor based on
easily constructed business rules and execute transactions.
BASIS OF PRESENTATION -- The accompanying consolidated financial statements
include the accounts of BroadVision and its wholly owned subsidiaries. They have
been prepared in accordance with the established guidelines for interim
financial information as provided by the instructions to Form 10-Q and Article
10 of Regulation S-X. All significant intercompany transactions have been
eliminated in consolidation.
The financial results and related information as of June 30, 1999 and for
the three and six months ended June 30, 1998 and 1999 are unaudited. The balance
sheet at December 31, 1998, has been derived from the audited consolidated
financial statements at that date but does not necessarily reflect all of the
informational disclosures previously reported in accordance with Generally
Accepted Accounting Principles. In the Company's opinion, the consolidated
financial statements presented herein include all necessary adjustments,
consisting of normal recurring adjustments, to fairly state the Company's
financial position, results of operations, and cash flows for the periods
indicated.
The accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included with the Company's Form 10-K and other documents that have been filed
with the Securities and Exchange Commission. The results of the Company's
operations for the interim periods presented are not necessarily indicative of
operating results for the full fiscal year or any future interim periods.
NET LOSS PER SHARE -- Statement of Financial Accounting Standard ("SFAS")
No. 128, Earnings Per Share, requires the presentation of basic and diluted
earnings per share. Earnings per share is calculated by dividing net income
applicable to common stockholders by a weighted average number of shares
outstanding for the period. Basic earnings per share are determined solely on
common shares; whereas, diluted earnings per share includes common equivalent
shares, as determined under the treasury stock method.
6
<PAGE> 7
BROADVISION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table sets forth basic and diluted earnings per share
computational data for the periods presented (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------- -----------------
1998 1999 1998 1999
------ ------- ------ -------
<S> <C> <C> <C> <C>
Net income............................................ $ 693 $ 3,315 $ 194 $ 6,252
====== ======= ====== =======
Weighted average common shares outstanding utilized
for basic earnings per share........................ 24,011 25,123 22,244 24,886
Weighted average common equivalent shares outstanding:
Employee common stock options....................... 2,700 2,766 2,502 3,030
Common stock warrants............................... 60 30 73 30
------ ------- ------ -------
Total weighted average common and common
equivalent shares outstanding utilized for
diluted earnings per share..................... 26,771 28,154 24,819 27,946
====== ======= ====== =======
Basic earnings per share.............................. $ 0.03 $ 0.13 $ 0.01 $ 0.25
====== ======= ====== =======
Diluted earnings per share............................ $ 0.03 $ 0.12 $ 0.01 $ 0.22
====== ======= ====== =======
</TABLE>
NEW ACCOUNTING PRONOUNCEMENTS -- The Financial Accounting Standards Board
("FASB") issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended by SFAS No. 137. SFAS No. 133 addresses the accounting
for derivative instruments, including certain derivative instruments embedded in
other contracts. Under SFAS No. 133, entities are required to record and carry
all derivative instruments at fair value as either assets or liabilities. The
accounting for changes in fair value (i.e., gains or losses) of a derivative
instrument depends on whether it qualifies as part of a hedging relationship,
has been so designated as such and the underlying reason for holding it. The
Company must adopt SFAS No. 133, as amended, by January 1, 2001, and does not
expect such adoption will have any material effect on its financial statements.
In December 1998, the Accounting Standards Executive Committee ("AcSEC") of
the American Institute of Certified Public Accountants issued Statement of
Position ("SOP") 98-9 Software Revenue Recognition, With Respect to Certain
Transactions, which requires recognition of revenue using the "residual method"
in a multiple-element arrangement when fair value does not exist for one or more
of the delivered elements in the arrangement. Under the "residual method", the
total fair value of the undelivered elements is deferred and subsequently
recognized in accordance with SOP 97-2. The Company will adopt SOP 98-9 on
January 1, 2000. The Company does not expect a material change to its revenue
accounting as a result of the provisions of SOP 98-9.
NOTE 2. SELECTIVE BALANCE SHEET DETAIL
Property and equipment consisted of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Furniture and fixtures................................ $ 1,001 $ 1,164
Computers and software................................ 8,662 12,263
Leasehold improvements................................ 3,725 3,826
------- -------
13,388 17,253
Less accumulated depreciation and amortization...... (5,354) (7,275)
------- -------
$ 8,034 $ 9,978
======= =======
</TABLE>
7
<PAGE> 8
BROADVISION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Accrued expenses consisted of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Employee benefits..................................... $ 678 $ 1,008
Commissions and bonuses............................... 2,013 2,526
Taxes payable......................................... 785 1,173
Royalties payable..................................... 138 1,009
Other................................................. 1,319 1,596
------- -------
$ 4,933 $ 7,312
======= =======
</TABLE>
NOTE 3. COMMERCIAL CREDIT FACILITIES
The Company has various credit facilities with a commercial lender. The
credit facilities include a note payable ($3.1 million as of June 30, 1999), a
term debt credit facility that provides for up to $3.0 million in total
borrowings, and a revolving line of credit that provides for up to $5.0 million
of additional borrowings based on eligible accounts receivable. As of June 30,
1999, the Company had no outstanding borrowings under its term debt credit
facility and total outstanding commitments of $2.8 million in the form of
standby letters of credit under its revolving line of credit. The Company's
credit facilities include covenants that impose certain restrictions on the
payment of dividends and other distributions and require the Company to maintain
monthly financial covenants, including a minimum quick ratio, tangible net worth
ratio and minimum cash reserves. The minimum cash reserves covenant is replaced
with a "minimum debt service coverage ratio" upon six consecutive quarters of
profitability. Borrowings are collateralized by a security interest in
substantially all of the Company's owned assets. As of June 30, 1999, the
Company was in compliance with its commercial credit facility covenants.
NOTE 4. GEOGRAPHIC, SEGMENT AND SIGNIFICANT CUSTOMER INFORMATION
The Company adopted the provisions of SFAS No. 131, Disclosure about
Segments of an Enterprise and Related Information, during 1998. SFAS No. 131
establishes standards for the reporting by public business enterprises of
information about operating segments, products and services, geographic areas,
and major customers. The methodology for determining what information is
reported is based on the organization of operating segments and the related
information that the Chief Operating Decision Maker ("CODM") uses for
operational decisions and financial performance assessments.
The Company sells its products and provides services worldwide through a
direct sales force, independent distributors, value-added resellers, and system
integrators. It currently operates in three primary regions, the Americas, which
includes North and South America; Europe, which includes Eastern and Western
Europe and the Middle East; and Asia/Pacific, which includes the Pacific Rim and
the Far East.
The Company's CODM is considered to be the Company's Chief Executive
Officer ("CEO"). The CEO reviews financial information presented on a
consolidated basis accompanied by disaggregated information for products and
services and revenues by geographic region for purposes of making operating
decisions and assessing financial performance.
8
<PAGE> 9
BROADVISION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Disaggregated financial information regarding the Company's products and
services and revenues by geographic region is as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1998 1999 1998 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Software licenses:
One-To-One Enterprise............................. $ 4,384 $ 1,179 $ 8,354 $ 4,586
One-To-One WebApps................................ 3,634 14,305 6,943 23,681
Services............................................ 2,257 5,332 4,269 9,063
Maintenance......................................... 1,110 2,660 1,898 4,610
------- ------- ------- -------
Total Revenues............................ $11,385 $23,476 $21,464 $41,940
======= ======= ======= =======
Revenues:
Americas.......................................... $ 5,753 $18,405 $11,815 $29,746
Europe............................................ 4,025 3,675 6,804 7,637
Asia/Pacific...................................... 1,607 1,396 2,845 4,557
------- ------- ------- -------
Total Company............................. $11,385 $23,476 $21,464 $41,940
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Identifiable assets:
Americas.................................................. $ 99,343 $134,748
Europe.................................................... 1,754 1,880
Asia/Pacific.............................................. 465 570
-------- --------
Total Company..................................... $101,562 $137,198
======== ========
</TABLE>
During the three and six months ended June 30, 1998 and the three months
ended June 30, 1999, no single customer accounted for more than 10% of the
Company's total revenues. During the six months ended June 30, 1999, one
customer accounted for 11% of the Company's total revenues.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Except for historical information contained or incorporated by reference in
this section, the following discussion contains forward-looking statements that
involve risks and uncertainties. The Company's actual results could differ
significantly from those discussed herein. Factors that could cause or
contribute to these differences include, but are not limited to, those discussed
herein with this quarterly report on Form 10-Q, the Company's annual report on
Form 10-K, and other documents filed with the Securities and Exchange
Commission. Any forward-looking statements speak only as of the date such
statements are made.
OVERVIEW
The Company develops, markets and supports application software solutions
for one-to-one relationship management across the extended enterprise. These
solutions enable businesses to use the Internet as a platform to conduct
electronic commerce, offer online customer self-service and support, deliver
targeted information and provide online financial services. Each of these
capabilities can be provided to all constituents of the extended enterprise,
including: customers, suppliers, partners, distributors and employees. The
BroadVision One-To-One product suite allows businesses to tailor their Web site
content to the needs and interests of individual users by personalizing each
visit on a real-time basis. The Company's applications interactively capture Web
site visitor profile information, organize the enterprise's content, target that
content to each visitor based on easily constructed business rules, and execute
transactions. The Company believes the benefits of these applications include
enhanced customer satisfaction and loyalty, increased business volume, greater
brand awareness, reduced costs to service customers and to execute transactions,
and enhanced employee productivity.
The Company sells its products and services worldwide through a direct
sales force, independent distributors, resellers and system integrators. It also
has a global network of strategic business relationships with key industry
platform and Web developer partners. The Company also engages in strategic
business alliances to assist in the marketing, selling and developing of
customer applications.
The Company also places a strategic emphasis on developing technology
alliances in order to ensure that its products are based on industry standards
and that it is positioned to take advantage of current and emerging
technologies. The benefits of this approach include enabling the Company to
focus on its core competencies while reducing time to market and simplifying the
task of designing and developing applications for itself and its customers.
The Company's revenues are derived from software license fees and fees
charged for its services. Software license revenues are recognized when a
non-cancelable license agreement has been signed and the customer acknowledges
an unconditional obligation to pay, the software product has been delivered,
there are no uncertainties surrounding product acceptance, the fees are fixed
and determinable and collection is considered probable. Software license
revenues, in general, are recognized upon consummation of the sale.
The Company's professional services include its Strategic Services Group,
Interactive Services Group, Content and Creative Services Group, Education
Services Group and Technical Support Group. Maintenance fees relating to
technical support and upgrades are recognized ratably over the contracted
period. Consulting-related services revenues are typically recognized as
services are performed.
Cost of license revenues includes royalties payable to third parties for
software that is either embedded in, or bundled and sold with, the Company's
products; commissioned agent fees paid to distributors; and the costs of product
media, duplication, packaging and other associated manufacturing costs. 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.
Research and development expenses consist primarily of salaries,
employee-related benefit costs and consulting fees incurred in association with
the development of the Company's products. Costs incurred for the research and
development of new software products are expensed as incurred until such time
that technological feasibility, in the form of a working model, is established,
at which point these costs are capitalized subject to recoverability. Costs
incurred subsequent to the establishment of a working model but prior to general
release have not been significant. To date, the Company has not capitalized any
software development costs. Sales and marketing expenses consist primarily of
salaries, employee-related benefit costs,
10
<PAGE> 11
commissions and other incentive compensation, travel and entertainment and
marketing-related expenditures such as collateral materials, trade shows, public
relations and creative services. General and administrative expenses consist
primarily of salaries, employee-related benefit costs and professional service
fees.
RESULTS OF OPERATIONS
REVENUES
For the three months ended June 30, 1999, total revenues increased 106% to
$23.5 million as compared to $11.4 million for the three months ended June 30,
1998. For the six months ended June 30, 1999, total revenues increased 95% to
$41.9 million as compared to $21.5 million for the six months ended June 30,
1998. A summary of our software and services revenues by geographic region is as
follows:
<TABLE>
<CAPTION>
SOFTWARE % SERVICES % TOTAL %
-------- --- -------- --- ------- ---
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended June 30, 1998
Americas............................... $ 3,391 42% $ 2,362 70% $ 5,753 51%
Europe................................. 3,478 43 547 16 4,025 35
Asia/Pacific........................... 1,149 15 458 14 1,607 14
------- --- ------- --- ------- ---
Total.......................... $ 8,018 100% $ 3,367 100% $11,385 100%
======= === ======= === ======= ===
Three Months Ended June 30, 1999
Americas............................... $12,163 79% $ 6,242 78% $18,405 78%
Europe................................. 2,362 15 1,313 16 3,675 16
Asia/Pacific........................... 959 6 437 6 1,396 6
------- --- ------- --- ------- ---
Total.......................... $15,484 100% $ 7,992 100% $23,476 100%
======= === ======= === ======= ===
Six Months Ended June 30, 1998
Americas............................... $ 7,501 49% $ 4,314 70% $11,815 55%
Europe................................. 5,731 37 1,073 17 6,804 32
Asia/Pacific........................... 2,065 14 780 13 2,845 13
------- --- ------- --- ------- ---
Total.......................... $15,297 100% $ 6,167 100% $21,464 100%
======= === ======= === ======= ===
Six Months Ended June 30, 1999
Americas............................... $19,619 69% $10,127 74% $29,746 71%
Europe................................. 4,830 17 2,807 21 7,637 18
Asia/Pacific........................... 3,818 14 739 5 4,557 11
------- --- ------- --- ------- ---
Total.......................... $28,267 100% $13,673 100% $41,940 100%
======= === ======= === ======= ===
</TABLE>
For the three months ended June 30, 1999, software license revenues
increased 93% to $15.5 million as compared to $8.0 million for the three months
ended June 30, 1998. For the six months ended June 30, 1999, software license
revenues increased 85% to $28.3 million as compared to $15.3 million for the six
months ended June 30, 1998. The increase in software license revenues is
attributable to continued strong market acceptance for the Company's core
competencies and technology; its strategic focus of leveraging partner
relationships; its expanding range of products and product functionality; and,
to a lesser extent, product pricing increases that were effective October 1,
1998. As a result, the Company is attracting new customers and its existing
customer base is generating additional revenues through increased use of
already-developed Web sites and the introduction of new Web sites within the
same organization.
During the three months ended June 30, 1999, the Company licensed
approximately 49 new end-user customers and 63 new partners, which compares with
approximately 17 new end-users and 24 new partners during the three months ended
June 30, 1998. During the six months ended June 30, 1999, the Company licensed
approximately 82 new end-user customers and 24 new partners, which compares with
approximately 45 new end-user customers and 11 new partners during the six
months ended June 30, 1998. As of June 30, 1999, the Company licensed over
11
<PAGE> 12
280 end-user customers and 95 partners, which compares with over 195 end-user
customers and 75 partners as of December 31, 1998 and 150 end-user customers and
55 partners as of June 30, 1998.
For the three months ended June 30, 1999, total services revenues increased
137% to $8.0 million as compared to $3.4 million for the three months ended June
30, 1998. For the six months ended June 30, 1999, total services revenues
increased 122% to $13.7 million as compared to $6.2 million for the six months
ended June 30, 1998. The increase in professional services revenue is a result
of the Company's increased business volumes and a higher level of customer
support revenues derived from a larger installed customer base. The Company
continues to add internal headcount within its professional services
organizations to support the higher business volumes and has increased its
emphasis on leveraging its integrator partner relationships. Increasingly
sophisticated and customer-specific use of the Company's products has recently
caused accelerated demand for its professional services. However, the Company's
strategy of developing business alliances with system integrators and other
third-party professional services organizations to support its products may in
the future result in a decline in professional services revenues as a percentage
of total revenues. Maintenance revenues continue to increase and were $4.6
million for the six months ended June 30, 1999 as compared to $1.9 million for
the six months ended June 30, 1998.
COST OF REVENUES
In the table below, the percentage of cost of license revenues is
calculated based on total software license revenues, the percentage of cost of
services revenues is calculated based on total services revenues and the
percentage of total cost of revenues is calculated based on total revenues.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------- ----------------------------
1998 % 1999 % 1998 % 1999 %
------ --- ------ --- ------ --- ------ ---
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cost of license revenues............ $ 213 3% $1,037 7% $ 400 3% $1,784 6%
Cost of services revenues........... 2,092 62 4,624 58 3,711 60 7,945 58
------ --- ------ --- ------ --- ------ ---
Total cost of revenues.............. $2,305 20% $5,661 24% $4,111 19% $9,729 23%
====== === ====== === ====== === ====== ===
</TABLE>
Cost of software licenses increased 387% during the three months ended June
30, 1999 to $1.0 million as compared to $213,000 for the three months ended June
30, 1998. Cost of software licenses increased 346% during the six months ended
June 30, 1999 to $1.8 million as compared to $400,000 for the six months ended
June 30, 1998. The increase in cost of software licenses, in both absolute
dollar and relative percentage terms, is principally a result of royalties paid
to third-party vendors for software used in conjunction with and sold with the
Company's products. The higher third-party software sales add incremental
revenues to the Company's own product sales but carry a higher cost of license
factor in relation to the Company's own product sales. Royalty costs for
third-party software embedded in the Company's product decreased in relative
percentage terms as a result of the Company renegotiating a previously existing
percentage based royalty arrangement into a prepaid fixed fee royalty for the
period through 2001.
Cost of services increased 121% during the three months ended June 30, 1999
to $4.6 million as compared to $2.1 million for the three months ended June 30,
1998. Cost of services increased 114% during the six months ended June 30, 1999
to $7.9 million as compared to $3.7 million for the six months ended June 30,
1998. The increase in cost of services in absolute dollar terms is a result of
expanded business volumes as evidenced by increased services revenues. Overall
costs increased as a result of additions to the Company's professional services
staff and the employment of outside consultants to meet short-term consulting
demands.
12
<PAGE> 13
OPERATING EXPENSES
A summary of our operating expenses is set forth in the following table.
The percentage of expenses is calculated based on total revenues.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
------------------------------ ------------------------------
1998 % 1999 % 1998 % 1999 %
------- --- ------- --- ------- --- ------- ---
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Research and development..... $ 2,049 18% $ 3,268 14% $ 4,083 19% $ 6,169 15%
Sales and marketing.......... 6,243 55 10,019 43 12,104 56 17,684 42
General and administrative... 760 7 1,611 6 1,585 8 2,882 7
------- --- ------- --- ------- --- ------- ---
Total operating expenses..... $ 9,052 80% $14,898 63% $17,772 83% $26,735 64%
======= === ======= === ======= === ======= ===
</TABLE>
Research and development expenses increased 59% during the three months
ended June 30, 1999 to $3.3 million as compared to $2.0 million for the three
months ended June 30, 1998. Research and development expenses increased 51%
during the six months ended June 30, 1999 to $6.2 as compared to $4.1 million
for the comparable period the six months ended June 30, 1998. The increase in
research and development expenses in absolute dollar terms is primarily
attributable to personnel costs for added headcount within those operations
involved in the enhancement of existing applications and the development of our
next generation of products. Research and development expenses, as a percentage
of total revenues, decreased because revenues have increased at a higher rate
relative to expenses.
Sales and marketing expenses increased 60% during the three months ended
June 30, 1999 to $10.0 million as compared to $6.2 million for the three months
ended June 30, 1998. Sales and marketing expenses increased 46% during the six
months ended June 30, 1999 to $17.7 million as compared to $12.1 million for the
six months ended June 30, 1998. The increases in sales and marketing expenses in
absolute dollar terms reflect the cost of hiring additional sales and marketing
personnel, increased commission payments resulting from higher revenues,
developing and expanding sales distribution channels, and expanding promotional
activities and marketing-related programs. Sales and marketing expenses, as a
percentage of total revenues, decreased because revenues have increased at a
higher rate relative to expenses.
General and administrative expenses increased 112% during the three months
ended June 30, 1999 to $1.6 million as compared to $760,000 for the three months
ended June 30, 1998. General and administrative expenses increased 82% during
the six months ended June 30, 1999 to $2.9 million as compared to $1.6 million
for the six months ended June 30, 1998. The increase in general and
administrative expenses in absolute dollar terms is attributable to additional
administrative and management personnel, higher professional services fees and
additional infrastructure to support the expansion of our operations. General
and administrative expenses, as a percentage of total revenues, decreased
because revenues have increased at a higher rate relative to expenses.
INCOME TAXES
During the six month period ended June 30, 1999, we recognized tax expense
of $334,000 at an effective tax rate of approximately 5%. Due to our continuing
trend of positive earnings, we reversed a portion of our valuation allowance
against the previously deferred tax assets for which realization is considered
more likely than not.
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
(IN THOUSANDS)
<S> <C> <C>
Cash, cash equivalents and liquid short-term
investments......................................... $61,878 $72,558
======= =======
Working capital....................................... $64,320 $72,651
======= =======
Working capital ratio................................. 4.9:1 3.9:1
======= =======
</TABLE>
13
<PAGE> 14
At June 30, 1999, the Company had $72.6 million of cash, cash equivalents
and liquid short-term investments, which represents an increase of $10.7 million
as compared to December 31, 1998. The Company currently has no significant
capital commitments other than obligations under operating leases and $3.1
million of outstanding term debt under its existing credit facility with a
commercial bank.
Cash provided by operating activities was $11.0 million and $650,000 for
the six months ended June 30, 1999 and 1998, respectively. Cash used for
investing activities was $22.8 million and $2.9 million for the six months ended
June 30, 1999 and 1998, respectively, and was primarily for capital expenditures
and purchase of short-term investments. Cash provided by financing activities
was $3.6 million and $57.5 million for the six months ended June 30, 1999 and
1998, respectively, and consists primarily of proceeds from the issuance of
common stock.
The Company believes that its available cash and short-term investment
resources, cash generated from operations and amounts available under its
commercial credit facilities will be sufficient to meet its expected 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 below 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 debt, financing under leasing
arrangements, 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.
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 below and herein with this quarterly report on Form 10-Q, as
contained in the Company's annual report on Form 10-K under the caption "Risk
Factors" and elsewhere therein, and as disclosed in other documents filed with
the Securities and Exchange Commission. Significant fluctuations in future
quarterly operating results may be caused by many factors including, among
others, the timing of introductions or enhancements of products and services by
the Company or its competitors, the length of the Company's sales cycle, market
acceptance of new products, the pace of development of the market for online
commerce, the mix of the Company's products sold, the size and timing of
significant orders and the timing of customer production or deployment, demand
for the Company's products, changes in pricing policies by the Company or its
competitors, changes in the Company's sales incentive plans, budgeting cycles of
its customers, customer order deferrals in anticipation of new products or
enhancements by the Company or its competitors, nonrenewal of maintenance
agreements, product life cycles, software defects and other product quality
problems, changes in strategy, changes in key personnel, the extent of
international expansion, seasonal trends, the mix of distribution channels
through which the Company's products are sold, the mix of international and
domestic sales, changes in the level of operating expenses to support projected
growth, and general economic conditions. The Company anticipates that a
significant portion of its revenues will be derived from a limited number of
orders, and the timing of receipt and fulfillment of any such orders is expected
to cause material fluctuations in the Company's operating results, particularly
on a quarterly basis. As with many software companies, 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. In
addition, the Company intends to continue to increase its personnel, including
its domestic and international direct sales
14
<PAGE> 15
force. The timing of such expansion and the rate at which new sales people
become productive could also cause material fluctuations in the Company's
quarterly operating results.
Due to the foregoing 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. It is 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. The Company anticipates that
its operating expenses will continue to be substantial in relation to total
revenues as it continues the development of its technology, increases its sales
and marketing activities, and creates and expands its distribution channels.
There can be no assurance that the Company will be able to sustain its revenue
growth or profitability. The Company's prospects must also be evaluated in light
of the risks and uncertainties frequently encountered by a company in its early
stages of development. Some of these risks and uncertainties relate to the new
and rapidly evolving nature of the markets in which the Company operates. These
related market risks include, among other things, the early stage of the
developing online commerce market, the dependence of online commerce on the
development of the Internet and its related infrastructure, the uncertainty
pertaining to 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 strategies, respond to competitive developments, continue to
develop and upgrade its products and technologies more rapidly than its
competitors, and commercialize its products and services by 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 in the Company's
annual report on Form 10-K under the caption "Risk Factors" and elsewhere
therein and other documents filed with the Securities and Exchange Commission.
YEAR 2000 COMPLIANCE
Background and Risks -- Many currently installed computer systems and
software and devices with imbedded technology are coded to two digits for time
sensitive dating purposes. Beginning with the year 2000, these date code fields
will need to be four digit functional in order to distinguish between 21st
century dates and 20th century dates. For example, computer programs that have
date sensitive software may incorrectly recognize a date using "00" as the year
1900 rather than the year 2000. As a result, computer systems, software products
and devices with imbedded technology used by many companies may need to be
upgraded to comply with such "Year 2000" requirements. This type of Year 2000
error could potentially cause system failures or miscalculations that could
disrupt operations, including among other things a temporary inability to
process transactions, issue invoices or engage in similar normal business
activities. Although the Company's products are Year 2000 compliant, the Company
believes that the purchasing patterns of customers could potentially be affected
by Year 2000 issues as companies expend significant resources to correct or
patch their current software systems for Year 2000 compliance. These
expenditures may result in reduced funds available to purchase software products
such as those offered by the Company, which could have a material adverse effect
on the Company's business, financial condition, and operating results. In
addition, even if the Company's products are Year 2000 compliant, other systems
or software used by the Company's customers may not be Year 2000 compliant. The
failure of such noncompliant third-party software or systems could affect the
perceived performance of the Company's products, which could have a material
adverse effect on the Company's business, financial condition, and operating
results.
State of Readiness -- The Company uses various financial and managerial
information systems within its operations in the United States, Europe and Asia,
which the Company believes to be or will be Year 2000 compliant by the end of
1999. As part of its normal course of business, the Company analyzes its
information system requirements in relation to its business operating goals and
strategic objectives and is implementing new systems during 1999 that will be
Year 2000 compliant. The Company has also analyzed its other systems and its
material suppliers and vendors for Year 2000 issues which it believes to be or
will be Year 2000
15
<PAGE> 16
compliant by the end of 1999. Such other systems include non-information
technology systems and services utilized by the Company in its business
operations, such as power, telecommunications, security and general facilities.
Costs for Year 2000 Compliance -- Costs that may be incurred by the Company
pertaining to Year 2000 compliance issues include identification, assessment,
remediation and testing efforts, as well as potential costs to be incurred by
the Company with respect to Year 2000 issues of third parties. To date, the
costs incurred by the Company directly related to Year 2000 issues have been
minimal, even in cases where non-compliant information technology systems were
redeployed or replaced.
Contingency Plans -- The Company has a contingency plan for handling Year
2000 problems that are not detected and corrected prior to their occurrence and
continues to assess its Year 2000 exposure areas in order to determine what
additional steps, beyond those identified by the Company's internal review to
date, are advisable. The Company's contingency plan includes adequate internal
resources that would be available to analyze, assess and direct remediation
efforts to address potential issues, back up systems that don't rely on
computers, and alternative sources of supply. The Company presently believes
that the Year 2000 issue will not pose significant operational problems for the
Company. However, any failure of the Company to adequately address any
unforeseen Year 2000 issue could adversely affect the Company's business,
financial condition, and results of operations. In addition, if all of the Year
2000 issues are not properly identified, or adequate assessment, remediation and
testing are not effected timely with respect to Year 2000 problems that are
identified, there can be no assurance that the Year 2000 issue would not have a
material adverse impact on the Company's results of operations or adversely
affect the Company's relationships with customers, vendors, partners or others.
Additionally, there can be no assurance that the Year 2000 issues of other
entities will not have a material adverse impact on the Company's systems or
results of operations.
16
<PAGE> 17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk exposure for interest rate changes relates
primarily to its investment portfolio. The Company had no derivative financial
instruments as of June 30, 1999 or December 31, 1998. The Company places its
investment portfolio in high quality instruments and the amount of credit
exposure to any one issue, issuer and type of instrument is limited. The Company
does not expect any material loss with respect to its investment portfolio. The
Company's investment portfolio holdings as of June 30, 1999 were analyzed to
determine their sensitivity to interest rate changes. As part of our sensitivity
analysis, we assumed an adverse change in interest rates of between 50 and 250
basis points and the expected effect was not material. The Company is also
subject to market risk relating to equity price changes concerning its long-term
investment holdings, which consist of marketable and non-marketable equity
securities. As of June 30, 1999, the Company's long-term investment holdings had
a carrying value of $28.3 million, a historical cost of value of $8.3 million
and associated unrealized gains of $19.9 million.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On December 11, 1998, BroadVision filed a lawsuit against Art Technology
Group, Inc. ("ATG") in the Northern District of California. The complaint
alleges that ATG is infringing BroadVision's U.S. Patent No. 5,710,887 and seeks
injunctive relief and unspecified damages. On February 3, 1999, ATG filed an
answer and counterclaim against BroadVision in which ATG seeks judgment for
non-infringement and invalidity of the patent. Trial is set for October 16,
2000.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders of the Company was held on May 12,
1999.
(b) Pehong Chen, David L. Anderson, Yogen K Dalal, Koh Boon Hwee, Todd A.
Garrett and Carl Pascarella were elected as directors.
(c) The matters voted upon and the voting of the stockholders with respect
thereto are as follows:
(i) The election of directors:
<TABLE>
<CAPTION>
FOR WITHHELD
---------- --------
<S> <C> <C>
Pehong Chen............................................. 20,816,729 146,170
David L. Anderson....................................... 20,817,064 145,835
Yogen K Dalal........................................... 20,817,034 145,865
Koh Boon Hwee........................................... 20,817,079 145,820
Todd A. Garrett......................................... 20,817,064 145,835
Carl Pascarella......................................... 20,817,064 145,835
</TABLE>
(ii) To approve the Company's Equity Incentive Plan, as amended, to
increase the aggregate number of shares of Common Stock authorized
for issuance under such plan by 900,000:
<TABLE>
<S> <C>
For: 14,878,751 Against: 6,069,634
Abstain: 14,514 Broker Non-Vote 0
</TABLE>
17
<PAGE> 18
(iii) To approve the Company's Employee Stock Purchase Plan, as amended,
to increase the aggregate number of shares of Common Stock
authorized for issuance under such plan by 300,000:
<TABLE>
<S> <C>
For: 20,742,608 Against: 203,236
Abstain: 17,055 Broker Non-Vote 0
</TABLE>
(iv) To ratify the selection of KPMG LLP as independent auditors of the
Company for the fiscal year ending December 31, 1999:
<TABLE>
<S> <C>
For: 20,944,727 Against: 10,467
Abstain: 7,505 Not Voted 200
</TABLE>
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
ITEM DESCRIPTION
---- -----------
<C> <S>
27 Financial Data Schedule
</TABLE>
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.
<TABLE>
<C> <S>
BROADVISION, INC
Date: September 3, 1999 /s/ PEHONG CHEN
--------------------------------------------------------
Pehong Chen
President and Chief Executive Officer
(Principal Executive Officer)
Date: September 3, 1999 /s/ RANDALL C. BOLTEN
--------------------------------------------------------
Randall C. Bolten
Vice President, Operations and Chief Financial Officer
(Principal Financial and Accounting Officer)
</TABLE>
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BROADVISION
INC.'S FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AS REPORTED
IN ITS FORM 10-Q FOR THE PERIOD THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-Q FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 53,735
<SECURITIES> 18,823
<RECEIVABLES> 22,497
<ALLOWANCES> (1,018)
<INVENTORY> 0
<CURRENT-ASSETS> 97,857
<PP&E> 17,254
<DEPRECIATION> (7,276)
<TOTAL-ASSETS> 137,198
<CURRENT-LIABILITIES> 25,206
<BONDS> 0
0
0
<COMMON> 109,309
<OTHER-SE> (497)
<TOTAL-LIABILITY-AND-EQUITY> 137,198
<SALES> 28,267
<TOTAL-REVENUES> 41,940
<CGS> 1,784
<TOTAL-COSTS> 9,729
<OTHER-EXPENSES> 26,735
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,110
<INCOME-PRETAX> 6,586
<INCOME-TAX> 334
<INCOME-CONTINUING> 6,252
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,252
<EPS-BASIC> 0.25<F1>
<EPS-DILUTED> 0.22
<FN>
<F1>EPS PRIMARY REPRESENTS BASIC NET INCOME (LOSS) PER SHARE. THE COMPANY HAS NOT
FILED A RESTATED FINANCIAL DATA SCHEDULE RELATING TO THE THREE MONTHS ENDED
JUNE 30, 1998 BECAUSE AMOUNTS PREVIOUSLY REPORTED FOR EPS-PRIMARY AND
EPS-DILUTED DO NOT DIFFER FROM THE AMOUNTS THAT WOULD BE REPORTED UNDER CURRENT
GUIDELINES FOR BASIC AND DILUTED EARNINGS PER SHARE, RESPECTIVELY.
</FN>
</TABLE>
