10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended December 31, 2016
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                             to
Commission File Number 1-34205

BROADVISION, INC.

(Exact name of registrant as specified in its charter)

Delaware	94-3184303
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1700 Seaport Blvd, Suite 210
Redwood City, California	94063
(Address of principal executive offices)	(Zip code)
(650) 331-1000 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value (Title of Class)

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☑

    Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☑

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☑ No ☐

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

☑

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

Large accelerated filer ☐ Accelerated filer ☐  Non-accelerated filer ☐ Smaller reporting company ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☑

                As of June 30,  2016, based on the closing sales price as reported by the NASDAQ Market,  3,249,709shares of Common Stock, having an aggregate market value of approximately $21,545,571 were held by non-affiliates. For purposes of the above statement only, all directors and executive officers of the registrant are assumed to be affiliates.

As of February28,  2017, the registrant had 4,957,524 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Annual Report on Form 10-K is incorporated herein by reference to the Registrant’s definitive proxy statement relating to the 2016 Annual Meeting of Stockholders to be filed, or will be filed as an amendment to this Annual Report, with the U.S. Securities and Exchange Commission not later than 120 days after the end of the fiscal year to which this report relates.

 

BROADVISION, INC.

ANNUAL REPORT ON FORM 10-K

YEAR ENDED DECEMBER 31, 2016

TABLE OF CONTENTS

Part I
Item 1.Business	1
Item 1A.Risk Factors	6
Item 2.Properties	14
Item 3.Legal Proceedings	14
Item 4.Mine Safety Disclosures	15
Part II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 8.Financial Statements and Supplementary Data	22
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	42
Item 9A.Controls and Procedures	42
Item 9B.Other Information	43
Part III
Item 10. Directors, Executive Officers and Corporate Governance	44
Item 11.Executive Compensation	44
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
Item 13.Certain Relationships and Related Transactions, and Director Independence	44
Item 14.Principal Accountant Fees and Services	44
Part IV
Item 15.Exhibits and Financial Statement Schedules	44
SIGNATURES	45
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1

References in this prospectus to "we", "us" and "our" refer to BroadVision, Inc. and its subsidiaries. BroadVision, Clearvale, the Clearvale logo, and Interleaf are our registered trademarks in the United States and/or other countries.  Trademarks, service marks and trade names of other companies appearing in this report are the property of their respective holders.

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CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES

LITIGATION REFORM ACT OF 1995

Certain statements set forth or incorporated by reference in this Form 10-K constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "predict", "potential" or similar terms. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include those listed under "Risk Factors" and elsewhere in this document. These statements are only predictions based on our current expectations and projections about future events, and we cannot guarantee future results, levels of activity, performance or achievements.

We expressly disclaim any obligation to update or publicly release any revision to these forward-looking statements after the date of this Form 10-K.

Information regarding market and industry statistics contained in the "Business" section of this report is included based on information available to us that we believe is accurate. It is generally based on academic and other publications that are not produced for purposes of securities offerings or economic analysis.  

PART I, ITEM 1 TABLE OF CONTENTS (BUSINESS SECTION)
Overview and Industry Background	1
Software Products	1
Services	3
Customers	3
Sales and Marketing	3
Alliances	4
Competition	4
Intellectual Property and Other Proprietary Rights	5
Research and Development	5
Employees	5
Executive Officers	6

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PART I

ITEM 1. BUSINESS

Overview and Industry Background

Our Business 

Since 1993, BroadVision has been a pioneer and consistent innovator of e-business solutions. We deliver a combination of technologies and services into the global market that enable customers of all sizes to power mission-critical e-business initiatives that ultimately deliver high value to their bottom line. Our offering consists of a robust framework for secure, mobile and cloud-based collaboration, information sharing, and knowledge management, which enables our customers to deploy enterprise-class employee and customer engagement, knowledge management, and e-commerce solutions.

Corporate Information 

We were incorporated in Delaware in 1993 and have been a publicly traded corporation since 1996. From 2001 to date, our annual revenue has declined and as of December 31, 2016, we had an accumulated deficit of approximately $1.3 billion. The majority of our accumulated deficit to date has resulted from non-cash charges associated with our 2000 acquisition of Interleaf, Inc. and restructuring charges related to excess real estate lease obligations.

                 Our principal executive offices are located at 1700 Seaport Boulevard, Suite 210, Redwood City, CA 94063. Our telephone number is (650) 331-1000. Our website address is www.broadvision.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after filing, by providing a hyperlink to the Securities and Exchange Commission's website (www.sec.gov) directly to our reports. The contents of our website are not incorporated by reference into this report.

Industry Background

E-business has become an integral part of work life and organizations are looking for ways to reduce costs, improve productivity and increase revenues by moving their business onto mobile and cloud platforms. By providing a way to quickly assemble and engage employees and customers via mobile and cloud-based solutions organizations can deliver better engagement experiences to get more done with fewer resources.  A significant number of industry analysts have highlighted the ways in which organizations can reduce costs and improve customer satisfaction by implementing mobile and cloud solutions which can leverage key resources anytime and from anywhere. In addition to accelerating the response time to customers, e-business engagement applications also enable organizations to deliver higher quality services through more effective collaboration among providers of products and services.

Building on the solid foundation of BroadVision’s personalization and transaction management capabilities, BroadVision has introduced the Clearvale family of Enterprise Social Networking (ESN) solutions to include engagement of partners, suppliers and customers through mobile and social technologies in order to meet our customers’ needs. In January 2016, BroadVision launched Vmoso, a mobile collaboration tool meeting industry standards of security which helpsenterprises safeguard and leverage corporate knowledge to increase productivity in internal and customer facing initiatives. 

Software Products

Our primary product offerings are software solutions. We also offer a toolkit, framework and library for extending our solutions. Our offerings have the following characteristics and advantages:

• Track record -- Experience from over 1,000 implementations over 20 years.

• Agility, extensibility and configurability -- Integrated tools for rapidly creating e-business applications with modular out-of-the-box capabilities and custom development.

• Scalability -- Advanced load balancing and multi-layered caching for high concurrent users and transactions.

• Personalization -- Session and event-based observations for dynamic and targeted navigation.

• Secure transaction processing -- A wide range of commercial functions including order processing, discount, incentive, tax computation, shipping and handling charges, payment processing and order tracking.

• Multi-platform -- Support for major operating systems (Linux, Solaris, Windows, HP-UX, and AIX), application servers (WebLogic, WebSphere and JBoss) and databases (Oracle, Sybase, IBM, mySQL and SQL Server).

• Low total cost of ownership -- Support for open source platforms in addition to commercial platforms.

• Cloud  -- Hosted SaaS (Software-as-a-Service) with our Clearvale and Vmoso products for allowing customers to access enterprise-quality software without traditional IT overhead.

• Mobile  -- Native mode application support for Apple iOS, Android as well as support for leading browsers which extends access of our cloud applications and services to most connected devices.

1

Solutions

1.	Business Agility Suite is a portal that provides personalized views of information and processes from diverse internal, external and legacy sources.  It supports collaboration both inside and outside the enterprise.  It manages web content throughout its lifecycle: creation, review, approval, version control, deployment, distribution and audit trail.
2.	Commerce Agility Suite is our e-commerce system for transacting business on the web, from lead generation, navigation, category management, incentive, shopping cart, order execution, to customer care.  It supports both Business-to-Business (B2B) and Business-to-Consumer (B2C) commerce.  Additionally, it has the full capabilities of our Business Agility Suite.
3.	Clearvaleis our enterprise social network solution, aimed at revolutionizing enterprise knowledge flows.  Beyond individual social networks, it organizes multiple social networks into ecosystems, and manages them coherently.  It has three variations.  Clearvale Express is free, for entry-level capabilities; Clearvale Enterprise is for full capabilities.  We operate these two variations as SaaS over the cloud.   The third variation, Clearvale PaasPort is a platform for partners who want to resell our enterprise social network solution.
4.	Clear, formerly named CHRM, is a collaborative human resources management system.  It is a Portal-based human resources management system solution developed by our subsidiary BroadVision OnDemand, headquartered in Beijing, China, using our Kukini toolkit and Kona framework.  It facilitates collaboration by members of a customer’s organization in each phase of the HR management life cycle.
5.	QuickSilver is a high-end publishing system for large and complex documents.  Some typical uses are aircraft manuals, weapon system manuals and massive customizable insurance policies.   It supports multiple output formats, such as HTML, PDF and Postscript.  It also includes a complete XML authoring environment.
6.	Vmosois a cloud application for conducting virtual enterprise communication, mobile workgroup collaboration, and social business engagement. It unifies five workplace activities in one platform: email, instant messaging, content sharing, workflow, and social networking. It empowers users and their extended organizations to communicate and collaborate whenever, wherever and on whatever device they choose, allowing for greater productivity in less time and at lower cost.

Vmoso Developer Kit

The Vmoso Developer Kit allows developers to easily leverage Vmoso’s open APIs to create rich interfaces, plugins and extensions to the Vmoso mobile communication and collaboration application.

Developer Toolkit: Kukini

Kukini is a visual workbench for designing, implementing and deploying e-business applications rapidly.  It facilitates effective collaboration of people with different skills.  Its resulting applications run with a customer's J2EE application environment of choice, and leverage our Kona framework and services library.

Framework: Kona

Kona is the common J2EE-based infrastructure underlying our Business Agility Suite, Commerce Agility Suite and Clear solutions.  It provides a standard-based and portable environment across many operating systems, application servers and databases.  It comes with rich APIs, schemas and utilities needed for building scalable and robust e-business applications.  It allows modular services to be easily added and configured, for extension and integration with other systems.  We often refer to Kukini and Kona together as K2.

Library of Services

These services are modular building blocks that extend the capabilities of our various frameworks.   Some of the services are pre-packaged into our applications and platforms. These include:

a.	Portal Services for organizing and presenting information with navigation hierarchy, content categorization, personalization, and plugable portlets for integration.
b.	Commerce Services for transacting business on the web with catalog management, pricing, shopping cart, checkout and order management capabilities.
c.	Process Services for transforming people-intensive processes and collaborations into web-based self-service applications rapidly.
d.	Content Services for managing web content throughout its lifecycle: creation, review, approval, version control, deployment, distribution and audit trail.
e.	Staging Services for moving content from multiple development environments to production environment.

2

f.	Search for full-text and field searching of online content and referenced external files with relevance ranking.  It also supports query searches using a broad spectrum of search operators
g.	Unified Stream Services for unification and integration of information from various sources presented in time and sort preferences
h.	Notification/Push Services: Event driven services utilized to deliver notifications via various messaging platforms.
i.	Migration Services data moving across platforms.

Services

We provide a full spectrum of global consulting services to customers to realize the value from their investment in BroadVision’s solutions. These consulting services include: business consulting; implementation services; integration and package services; upgrade and migration services; and performance tuning. In addition we also enable our partners so that they can offer these services to their end customers.

Vmoso Enterprise Transformation (VET)

Vmoso Enterprise Transformation, or VET, is a proprietary implementation approach for the Vmoso collaborative solution. When you enroll in VET, our BroadVision Global Services representative will take you through a process of planning, establishing and refining your communication, collaboration and engagement practices. This is an iterative process to instill new habits and ways of working that supports the way you are currently working—it’s gradual transformation, not a dramatic shift. This can lead to an empowered and organized workforce, engaged and delighted customers, and a productive organization with an improved bottom line.

Education Services

BroadVision offers a comprehensive range of in-depth, focused training courses and self-study materials for both customers and partners to develop the knowledge they need to properly install, implement, and fully leverage the features of BroadVision’s solutions. These services are backed up by train-the-trainer programs for in-house deployment and online testing to validate training effectiveness.

Support and Maintenance Services

We offer a tiered support and maintenance program to better serve the needs of our global customer base. Standard Support provides technical assistance during regular business hours; Enterprise Support is designed for customers with mission-critical environments, providing customers with access to support experts 24 hours a day, 7 days a week; and Personalized Support assigns a specific individual to a customer along with other customer specified support services, including on-site support engineers. We have technical support centers in North America, Europe and Asia. Under our standard maintenance agreement, we provide telephone support and upgrade rights to new releases, including patch releases (as necessary) and product enhancements (when and if available).

Customers

For the year ended December 31, 2016,  Indian Railways Catering and Tourism Corporation Limited accounted for 12% of our total revenues. For the year ended December 31, 2015,  no customer accounted for more than 10% of our total revenues. We do not believe that the loss of any single customer would have a material adverse effect on our business or results of operations.

Sales and Marketing

We market our products primarily through a direct sales organization with operations in North America, Europe and Asia/Pacific. On December 31, 2016, our direct sales organization included 17sales representatives, managers and sales support personnel.

We have sales offices located throughout the world to support the sales and marketing of our products. In support of the Americas organizations, offices located in the United States are in California and Massachusetts.  Offices for our Europe region are located in Italy.  Our sales and marketing offices in the Asia Pacific/Japan/India region are located in India, China, Taiwan, and Japan.

We derive a significant portion of our revenue from our operations outside North America. In the twelve months ended December 31, 2016, approximately 54% of our revenues were derived from international sales. In the twelve months ended December 31, 2015, approximately 59% of our revenue was derived from international sales. If we are unable to manage or grow our existing international operations, we may not generate sufficient revenue required to establish and maintain these operations, which could slow our overall growth and impair our operating margins.

3

Initial sales activities typically involve discussion and review of the potential business value associated with the implementation of a BroadVision solution, a demonstration of our applications capabilities online or at the prospect's site, followed by one or more detailed technical reviews. The sales process usually involves collaboration with the prospective customer in order to specify the scope of the solution. Our Global Services Organization helps customers to customize, develop and deploy their e-business solutions.

As of December 31, 2016,  we had 5employees engaged in a variety of marketing activities, including product planning, marketing material development, public relations, identifying potential customers, establishing and maintaining close relationships with recognized industry analysts and maintaining our website.

Alliances

We recognize that today's organizations require an open, partner-based approach to e-business. Accordingly, we have assembled a global team of partners with the skills, services and value-added products necessary to develop, market, sell and deliver competitive e-business solutions.

Clearvale Reseller Partners

In late 2010 we introduced Clearvale PaasPort, a channel program that enables partners to resell, customize and add value to our Clearvale ESN solutions.

Consulting Partners

Our systems integration and consulting services partners deliver strategic business solutions to our global customers. These partners offer deployment experience, strong vertical market expertise, and process-based solutions. We structure our contractual arrangements with these consulting partners to motivate them to develop an expertise in our technology and sell our products and services to potential customers, thus enabling us to extend the reach of our products and services.

Technology/OEM Partners

Our technology partners include Value-Added Resellers (VAR) and Independent Software Vendors (ISV) who build and deploy BroadVision-based vertical and horizontal software solutions. Revenue generated from technology/OEM partners in recent years has not been significant. 

Competition

If we fail to compete successfully with current or future competitors, we may lose market share. The market for e-business is intensely competitive. Our customers' requirements and the technology available to satisfy those requirements will continually change. We expect competition in this market to intensify. Our primary competition currently includes:

• in-house development efforts by prospective customers or partners;

• other vendors of application software or application development platforms and tools directed at interactive commerce and portal applications, such as  JDA, IBM Corporation, Microsoft, Oracle and SAP; 

• other vendors of enterprise social networking and collaboration platforms or solutions, such as Microsoft’s Yammer, Jive Software, Salesforce Chatter, Slack, and Facebook’s Facebook@Work; and

• web content developers that develop custom software or integrate other application software into custom solutions.

The principal competitive factors affecting the market for our products are:

• depth and breadth of functionality offered;

• availability of knowledgeable developers;

• time required for application deployment;

• reliance on industry standards;

• product reliability;

• proven track record;

• scalability;

• maintainability;

• product quality;

• price, including total cost of ownership; and

• technical support.

4

Compared to us, many of these competitors and other current and future competitors may have longer operating histories and significantly greater financial, technical, sales, marketing and other resources. As a result, they may be able to respond more quickly to new or changing opportunities, technologies and customer requirements. Many of these companies can use their greater name recognition and more extensive customer base to gain market share. Competitors may be able to undertake more extensive promotional activities, adopt more aggressive pricing policies and offer more attractive terms to purchasers. Current and potential competitors may bundle their products to discourage users from purchasing our products. In addition, competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their products. Accordingly, it is possible that new competitors or alliances among competitors may emerge and rapidly acquire significant market share. Competitive pressures may make it difficult for us to acquire and retain customers.

Intellectual Property and Other Proprietary Rights

Our success and ability to compete are dependent to a significant degree on our proprietary technology. We hold a U.S. patent, issued in 2014, on the unique concepts and features in our online solution thatallows subscribers to connect with other people and share tasks and content. The patent will expire in January 2034. We also hold a patent issued in 2004 on mechanisms for translating between a word processing document and an XML file.This patent will expire in March 2020. Although we hold these patents, they may not provide an adequate level of intellectual property protection. In addition, litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. We cannot guarantee that infringement or other claims will not be asserted or prosecuted against us in the future, whether resulting from our intellectual property or licenses from third parties. Claims or litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources, either of which could harm our business.

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

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

Research and Development

As of December 31, 2016, we had 75employees dedicated to research and development. Our research and development expenses consist primarily of salaries, employee-related benefit costs and consulting fees incurred in association with the development of our products. Research and development expenses are expensed as incurred. Our future success depends, in part, upon our ability to develop new products and new versions of our products with new and expanded features. We believe that continued investment in our technology is important for our future growth, and as a result, we expect to incur material research and development expenses for the foreseeable future.

Research and development expenses were $6.9million for the year ended December 31, 2016,and $7.2million for the year ended December 31, 2015.

Employees

As of December 31, 2016,we employed a total of 145full-time employees, of whom 48are based in North America, 18 in Europe and 79in Asia. Of these full-time employees, 22are in sales and marketing, 75are in product development, 24are in global services and client support, and 24 are in operations, administration and finance.

We believe that our future success depends on attracting and retaining highly skilled personnel. We may be unable to attract and retain high-caliber employees. Our employees are not represented by any collective bargaining unit. We have never experienced a work stoppage and consider our employee relations to be good.

5

Executive Officers

                   Our executive officers and their ages and positions as of December 31, 2016are in the table below.

5
Name	Age	Position
Pehong Chen	59	Chairman, President and Chief Executive Officer
Peter Chu	53	Chief Financial Officer and Vice President Strategy and Product Management

Pehong Chen has served as our Chairman of the Board, Chief Executive Officer and President since our incorporation in May 1993. From 1992 to 1993, Dr. Chen served as the Vice President of Multimedia Technology at Sybase, a supplier of client-server software products. Dr. Chen founded and, from 1989 to 1992, served as President of Gain Technology, a provider of multimedia applications development systems, which was acquired by Sybase. He received a B.S. in Computer Science from National Taiwan University, an M.S. in Computer Science from Indiana University and a Ph.D. in Computer Science from the University of California at Berkeley.

Peter Chu was appointed our Chief Financial Officer in July 2014. Mr. Chu has also served as our Vice President of Strategy, Product Managementsince October 2011 when he joined the Company.Prior to joining BroadVision, Mr. Chu was a Managing Partner at AsiaTech Ventures for over a decade. Mr. Chu holds a BSEE from Stanford University and an MBA from Harvard University.

ITEM 1A. RISK FACTORS

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

Risks related to our business and industry

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

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

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

We entered into the business of ESN with the initial release ofClearvale in 2009.  We announced the integration ofClearvale’s social and mobile capabilities intoour legacy products, as BroadVision9 in 2013. We have been actively enhancing Clearvale,by adding new functionsand editions.  We have spent significant resources in developing these offerings and training our employees to implement, support, operate, sell and market the offerings.  In February 2015 we launched our newest communication and collaboration offering, Vmoso, and we announced a major incremental release of our Vmoso platform with a range of new functionality across several key modules in September 2016.  To date our Vmoso, Clearvale and BroadVision 9 offerings have only contributed to a minor portion of our revenue. We do not yet know whether any of these new offerings will grow into a significant business line, and if so, whether sales of these new offerings will be sufficient for us to offset the costs of development, implementation, support, operation, sales and marketing. Although we have performed extensive testing of our products and technologies, their broad-based implementation may require more support than we anticipate, which would further increase our expenses. If sales of our new products, services and technologies are lower than we expect, or if we must lower our prices or delay implementation to fix unforeseen problems and develop modifications, our operating margins are likely to decrease and we may not be able to operate profitably. 

6

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

Historically, BroadVision has offered perpetual software licenses, with customers responsible for the IT equipment needed for running BroadVision software.   The Vmoso,  Clearvale and Clear products, on the other hand, include Cloud-based offerings, where BroadVision provides hosted IT equipment and operation for subscribing customers.  The Cloud model is also known as Software-as-a-Service, or SaaS.  Our SaaS operations rely upon a distributed computing infrastructure platform for business operations. We have designed our software and computer systems so as to utilize data processing, storage capabilities and other services provided by cloud computing service providers. Currently, our worldwide cloud service providers includeleading cloud infrastructure providers such asAmazon. Any disruption of or interference with our use of cloud computing services would impact our operations and our business would be adversely impacted. BroadVision has limited prior experience in operating Cloud hosting.   We may be unable to timely provide adequate computing capacity to keep up with business growth and performance requirements.  Our hosted operation may fail due to hardware problems, software problems, power problems, network problems, scalability problems, human errors, hacker attacks, disasters, third-party data center problems and other reasons.  The failures may cause us to compromise security, lose customer data or identity, endure prolonged downtime, etc., all of which will harm our business and limit our growth.   BroadVision has limited prior experience in estimating the costs of Cloud hosting.  If we underestimate the costs or under-charge customers, we may not have adequate margins to sustain our Cloud hosting operation.  Vmoso and Clearvale allow customers to use basic functions for free, abusiness practice gaining popularity in our industry.   If we do not have enough customers upgrading to for-fee premium packages, we may be unable to sustain our Cloud hosting operation economically.

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

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

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

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

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

• develop leading technologies;

• enhance our existing products and services;

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

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

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

Our quarterly operating results have fluctuated in the past and may fluctuate significantly in the future as a result of a variety of factors, many of which are outside of our control.   As of December 31, 2016, we had an accumulated deficit of approximately $1.3 billion.

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

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

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

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

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

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

• competitive factors that affect our pricing;

• market acceptance of new products;

• the mix of products sold by us;

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

• changes in our pricing policies or our competitors;

• changes in our sales incentive plans;

• the budgeting cycles of our customers;

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

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

• product life cycles;

• changes in strategy;

• seasonal trends;

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

• the mix of international and domestic sales;

• the rate at which new sales people become productive;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S.

We prepare our financial statements in conformity with accounting principles generally accepted in the U.S. These accounting principles are subject to interpretation by the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission. A change in these policies or interpretations could have a significant effect on our reported financial results, may retroactively affect previously reported results, could cause unexpected financial reporting fluctuations, and may require us to make costly changes to our operational processes and accounting systems. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers which supersedes nearly all existing U.S. GAAP revenue recognition guidance. The new standard will become effective for us on January 1, 2018. Early application is permitted to the original effective date of January 1, 2017. Although we are continuing to assess all potential impacts of the standard on our financial statements or disclosures, it could change the way we account for certain of our revenue transactions. Adoption of the standard could have a significant impact on our financial statements and may retroactively affect the accounting treatment of transactions completed before adoption. See Note 1. Recent Accounting Pronouncements included herein for additional discussion of the accounting changes.

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

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

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

We derive a significant portion of our revenue from our operations outside North America. In the year ended December 31, 2016, approximately 54% of our revenue was derived from international sales. If we are unable to manage or grow our existing international operations, we may not generate sufficient revenue required to establish and maintain these operations, which could slow our overall growth and impair our operating margins.

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

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

• unexpected changes in regulatory requirements;

• export controls relating to encryption technology and other export restrictions;

• tariffs and other trade barriers;

• political and economic instability;

• fluctuations in currency exchange rates;

• reduced protection for intellectual property rights in some countries;

• cultural barriers;

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

• potentially adverse tax consequences.

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

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

Our success and ability to compete are dependent to a significant degree on our proprietary technology. We hold a U.S. patent, issued January 2014, on the elements of creating and sharing tasks over one or more networks. We also hold a U.S. patent, issued in January2004, on elements of the BroadVision platform, which covers mechanisms for translating between a word processing document and an XML file.Although we hold these patents, they may not provide an adequate level of intellectual property protection. In addition, litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Third parties have claimed and may claim in the future that we have infringed their patent, trademark, copyright or other proprietary rights. Claims may be made for indemnification resulting from allegations of infringement. Intellectual property infringement claims may be asserted against us as a result of the use by third parties of our products. Claims or litigation, with or without merit, could result in substantial costs and diversions of resources, either of which could harm our business.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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We are subject to foreign currency exchange risk.

A total of 54% and 59% of our fiscal year 2016and 2015revenues, respectively, were derived from international operationsfor which we transact business in foreign currencies.International revenues and expenses denominated in foreign currencies translate into higher or lower revenues and expenses in U.S. Dollars as the U.S. Dollar weakens or strengthens against such other currencies.Substantially all of the revenues of our international operations are received, and substantially all expenses are incurred, in currencies other than the U.S. Dollar, which increases or decreases the related U.S. Dollar-reported revenues and expenses depending on the fluctuations in foreign currency exchange rates.These fluctuations could causeour revenues outside the United States and otherresults of operations to differ from our expectations or the expectations of our investors. Additionally, such foreign currency exchange rate fluctuations could make it more difficult to detect underlying trends in our business and results of operations. In addition, a total of 14% of our cash and cash equivalents as well as investments were denominated in foreign currencies as of December 31, 2016.  Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our operating results due to transactional and translational re-measurements that are reflected in our results of operations. To the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors, the trading price of our common stock could be adversely affected.

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

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

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

Weakened global economic conditions or tariffs and other trade restrictions may harm our industry, business, and results of operations.

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

Additionally, the new U.S. presidential administration has called for substantial changes to foreign trade policy and has raised the possibility of imposing significant increases in tariffs on international trade. We also rely on various U.S. corporate tax provisions related to international commerce. If we are subject to new regulations, or if restrictions and tariffs increase our operating costs in the future, and we are not able to recapture those costs from our customers, or if such initiatives regulations, restrictions and tariffs make it more difficult for us to compete in overseas markets, our business, financial condition and results of operations could be adversely impacted.

Risks related to BroadVision common stock

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

As of December 31, 2016, Dr. Pehong Chen, our Chairman and Chief Executive Officer (CEO), beneficially owned approximately 1.6 million shares of our common stock, which represents approximately 33% of the outstanding common stock as of such date. As a result, Dr. Chen exerts substantial control over all matters coming to a vote of our stockholders, including with respect to:

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

• any determinations with respect to mergers and other business combinations; 

• our acquisition or disposition of assets; 

• our financing activities; and 

• the payment of dividends on our capital stock. 

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

If we fail to maintain the requirements for continued listing on the NASDAQ Global Market, our common stock could be delisted from trading, which would adversely affect the liquidity of our common stock and our ability to raise additional capital.

Our common stock is currently listed on the NASDAQ Global Market. We are required to meet specified listing criteria in order to maintain our listing on the NASDAQ Global Market. If we fail to satisfy the NASDAQ Global Market’s continued listing requirements, our common stock could be delisted from the NASDAQ Global Market, in which case we may be able to transfer to the NASDAQ Capital Market, which generally has lower financial requirements for initial listing or, if we fail to meet its listing requirements, the over-the-counter bulletin board. For example, NASDAQ Rule 5450(b)(1)(A) requires companies listed on the NASDAQ Global Select Market to maintain a minimum of $10.0 million in stockholders’ equity for continued listing. At December 31, 2016, our stockholders’ equity was $16.9 million. If our stockholders’ equity falls below $10.0 million, the NASDAQ Global Market may take formal action and determine that we are no longer suitable for listing and may commence delisting procedures. Any potential delisting of our common stock from the NASDAQ Global Market would make it more difficult for our stockholders to sell our stock in the public market and would likely result in decreased liquidity and increased volatility for our common stock.

Our stock price has been highly volatile.

The high and low price of BroadVision common stock on the NASDAQ Global Marketranged from $4.40 per share to $8.06 per share betweenJanuary 1,2015andDecember31, 2016.Our stock price is subjectto wide fluctuations in response to a variety of factors, including:

• quarterly variations in operating results;

• announcements of technological innovations;

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

• changes in financial estimates by securities analysts;

• low trading volume on the NASDAQ Global Market;

• general economic conditions; or

• other events or factors that are beyond our control.

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

ITEM 2. PROPERTIES

As of December 31, 2016, we leased approximately 30,969 square feet of office space, consisting of

· Our headquarters of 16,399 square feet at Pacific Shores Center in Redwood City, California, used for research and development, technical support, sales, marketing, consulting, training and administration;

· Beijing, China office of 8,414 square feet used primarily for research and development, sales, marketing and customer services; and

· Small regional offices used primarily for sales, marketing and customer services in Waltham, MA; Rome and Milan, Italy; Tokyo, Japan; Taipei, Taiwan; and Bangalore, India.

We fully occupied all of our leased office spaces as of December 31, 2016.  We believe our facilities are suitable for their respective uses and are adequate to support our current and anticipated volume of business.

ITEM 3. LEGAL PROCEEDINGS 

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We are subject from time to time to various legal actions and other claims arising in the ordinary course of business.We are not presently a party to any material legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Until our delisting on March 8, 2006, our common stock had been quoted on the NASDAQ National Market. From March 8, 2006 to May 24, 2007, our common stock was quoted on the Pink Sheets®. From May 25, 2007 to October 24, 2008, our common stock was trading on the OTC Bulletin Board. Effective as of the open of trading on October 27, 2008, we effected a one-for-twenty-five reverse split of our common stock.  Effective as of November 10, 2008, we have transferred the quotation of our common stock from the OTC Bulletin Board to the NASDAQ Global Market under the trading symbol "BVSN".  The following table shows high and low sale prices per share of our common stock as reported on the NASDAQ Global Market:

	High		Low
Fiscal Year 2016
First Quarter	$	8.06	$	5.63
Second Quarter		7.68		6.20
Third Quarter		6.70		4.49
Fourth Quarter		5.60		4.40
Fiscal Year 2015
First Quarter	$	6.53	$	5.51
Second Quarter		6.19		5.43
Third Quarter		6.12		5.30
Fourth Quarter		6.39		5.71

As of February28,  2017, there were 200holders (not including beneficial holders of common stock held in street name) of record of BroadVision common stock. On March28, 2017, the closing price reported on the NASDAQ Global Market for BroadVision common stock was $5.30per share.

We have never declared or paid cash dividends on our common stock, and currently do not plan to pay any cash dividends in the foreseeable future.

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

None.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this discussion and analysis in conjunction with our Consolidated Financial Statements and the related Notes appearing elsewhere in this report. In addition to the historical consolidated information, the following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. These forward-looking statements are generally identified by words such as "expect", "anticipate", "intend", "believe", "hope", "assume", "estimate", "plan", "will" and other similar words and expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in the forward-looking statements as a result of certain factors. Factors that could cause or contribute to differences include those discussed below and elsewhere in this Form 10-K, particularly in Item 1A, "Risk Factors." We undertake no obligation to publicly release any revisions to the forward-looking statements or to reflect events and circumstances after the date of this document.

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Overview

          Since 1993, BroadVision has been a pioneer and consistent innovator of e-business solutions. We deliver a combination of technologies and services into the global market that enable customers of all sizes to power mission-critical web, cloud and mobile

initiatives that ultimately deliver high-value to their bottom line. Our offering consists of a robust framework for personalization and self-service, modular applications and agile toolsets that customers use to create e-commerce, portal solutions, Enterprise Social Networking (ESN), and collaboration and knowledge management solutions.Most recently, we have added mobile and cloud capabilities to our platforms to enable our customers for rapid deployment of robust, secure, and scalable solutions.

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

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

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

Our operations face two key challenges: maturity of our major revenue-generating legacy products, and competing in a crowded ESN solution space.  We continue to invest heavily in cloud-based, mobile, messaging and collaboration technologies, while continuing to support our legacy base.  Total 2016 revenues of $7.9 million were lower compared to total 2015revenues of $9.4 million, with the decrease mainly in legacy revenue. We expect that the decline in our legacy revenue, which is the majority of our revenue mix, will continue to dominate our overall financial performance until a significant installed base of new product revenues is established. We are continuing to diligently invest in new technologies in an effort to maintain our competitive advantages in the mobile communications and collaboration and knowledge management spaces.

Obligations to Related Parties

On November 14, 2008, BroadVision (Delaware) LLC, a Delaware limited liability company (“BVD”), which was then our wholly owned subsidiary, entered into a Share Purchase Agreement with CHRM LLC, a Delaware limited liability company, that is controlled by Dr. Pehong Chen, our CEO and largest stockholder and in which our CFO, Peter Chu holds a minority interest. We and CHRM LLC then entered into an Amended and Restated Operating Agreement of BroadVision (Delaware) LLC dated as of November 14, 2008 (the “BVD Operating Agreement”). Under these agreements, CHRM LLC received, in exchange for the assignment of certain intellectual property rights,20Class B Shares of BVD, representing the right to receive a portion of any distribution of “Funds” from “Capital Transactions” (as such termsare defined in the BVD Operating Agreement), with the exact amount to be determined based on our and CHRM LLC’s capital account balances at the time of such distribution. A “capital transaction” under that agreement is any merger or sale of substantially all of the assets of BVD as a result of which the members of BVD willnolonger have an interest in BVD or the assets of BVD will be distributed to its members. Class B Shares do not participate in any profits of BVD except for net profits related to a “capital transaction,” in which case the net profits are allocated to the owners of Class A and Class B Shares in proportion to their respective number of shares. To the extent BVD’s losses do not exceed undistributed net profits accumulated since the date of issuance of Class B Shares, such losses are allocated to Class A Shares. To the extent net losses exceed the undistributed net profits accumulated since the date of issuance of Class B Shares, such excess is allocated to the owners of Class A and Class B Shares in proportion to their respective cumulative capital contributions less any return of capital, until allocation of such losses results in having the capital account balances equal tozero. Then, net losses are allocated to the owners of Class A and Class B Shares in proportion to their respective number of shares. Upon liquidation the net assets of BVD are distributed to the owners of Class A and Class B in proportion to their capital account balances.

BVD is the sole owner of BroadVision (Barbados) Limited (“BVB”) and BVB is the sole owner of BroadVision On Demand, a Chinese entity (“BVOD”). We have invested approximately$9.0million in BVOD (directly and through BVD and BVB) from 2007 through 2015. In 2014, we began making payments directly to BVOD for certain labor outsourcing services and expect to continue to pay BVOD for such services at the rate of approximately$500,000per quarter for the foreseeable future. We made aggregate payments to BVOD of $2.0 million and $1.9 million (based on the RMB to USD exchange rates on the applicable dates of payment) for such services in the years ended December 31, 2016 and 2015, respectively. These payments in part covered services rendered outside of the applicable twelve month periods. We have a controlling voting interest in BVD. Pursuant to the terms of the BVD Operating Agreement, the Class B Shares held by CHRM LLC have no voting rights.

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

In April2015, we executed a renewal contract with SINA Corporation of which Dr. Pehong Chen, our CEO and largest stockholder, is a board member through December 2015, pursuant to which we provided HR information management hosting service, including software subscription, system upgrade and technical support, to SINA Corporation.The total license revenue that we were entitled to receive under that contract through its expiration in March 2016, was $184,000.We recognized $46,000 and $176,000 of license revenue related to that contract for the fiscal year 2016 and 2015, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Consolidated Financial Statements for a full description of recent accounting pronouncements, including the expected dates of adoption and expected impacts on the results of operations and financial condition, which is incorporated herein by reference.

Critical Accounting Policies, Judgments and Estimates

This management's discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. In preparing these financial statements, we are required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to receivable reserves, stock-based compensation, investments and income taxes, as well as contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates using different assumptions or conditions. We believe the following critical accounting policies reflect the more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

Revenue Recognition

Overview

Our revenue consists of fees for licenses of our software products, maintenance, consulting services and training.

Our revenue recognition policies comply with Accounting Standards Codification ASC 985-605, Software: Revenue Recognition, and Staff Accounting Bulletin SAB 104, Revenue Recognition. In October 2009, the Financial Accounting Standard Board  (FASB) amended the accounting standards in Accounting Standards Update ("ASU") 2009-13 (an update to ASC 605-25) ("ASU 2009-13") for certain multiple deliverable revenue arrangements to: 1) provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated; 2) require an entity to allocate revenue in an arrangement using best estimated selling price ("BESP") of deliverables if a vendor does not have vendor-specific objective evidence (“VSOE”) of selling price or third-party evidence ("TPE") of selling price; and 3) eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

We recognize revenue when all four of the following revenue recognition criteria have been met:

• Persuasive evidence of an arrangement exists;

• We have delivered the product or performed the service;

• The fee is fixed or determinable; and

• Collection is probable.

We qualify the second of the above listed criteria differently for different types of revenues, as follows.

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Software License Revenue, Non-Subscription and Non-Hosted Products

Delivery of non-subscription and non-hosted software products is considered to have occurred when title to the physical media and risk of loss have been transferred to the customer, which generally occurs when media containing the licensed programs is provided to a common carrier. In case of electronic delivery, delivery occurs when the customer is given access to the licensed programs. For products that cannot be used without a licensing key, the delivery requirement is met when the licensing key is made available to the customer.  We do not grant a right of return for non-subscription or non-hosted software products.  We recognize revenue upon the delivery of our software.

Software License Revenue, Subscription Products or Hosted Products

Although we make our software available to the customer at a particular point in time, the delivery of subscription software products (such as QuickSilver) and hosted software products (such as Vmoso,Clearvale and Clear) is considered to have occurred ratably over the duration of the contract.  We recognize revenue ratably.

Services Revenues

Consulting services revenues and training revenues are recognized as such services are performed.  These services are not essential to the functionality of the software. We record reimbursement from our customers for out-of-pocket expenses as an increase to services revenues.

Maintenance revenue, which includes revenue that is derived from software license agreements that entitle the customers to technical support and future unspecified enhancements to our products, is recognized ratably over the related agreement period, which time period is generally twelve months.

Receivable Reserves

              Occasionally, our customers experience financial difficulty after we recognize the sale but before payment has been received. We maintain receivable reserves for estimated losses resulting from the inability of our customers to make required payments. Our normal payment terms are generally 30 to 90 days from the invoice date. If the financial condition of our customers were to deteriorate, resulting in their inability to make the contractual payments, additional reserves may be required. Losses from customer receivables in the two-year period ended December 31, 2016,  have not been significant. If all efforts to collect a receivable fail, and the receivable is considered uncollectible, we would write it off against the receivable reserve.

Research and Development and Software Development Costs

ASC 985-20, Costs of Software to be Sold, Leased, or Marketed ("ASC 985-20"), requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on our product development process, technological feasibility is established upon the completion of a working model. To date, costs incurred by us between the completion of the working model and the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expenses in the period incurred.

Income Taxes and Deferred Tax Assets

Income taxes are computed using an asset and liability approach in accordance with ASC 740-10, Income Taxes ("ASC 740-10"), which requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, is not expected to be realized.

We analyze our deferred tax assets with regard to potential realization. We have established a valuation allowance on our deferred tax assets to the extent that management has determined that it is more likely than not that some portion or all of the deferred tax asset will not be realized based upon the uncertainty of their realization. We consider the effects of estimated future taxable income, current economic conditions and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance.

Stock-Based Compensation

We account for share-based payment arrangement in accordance with ASC 718-10, Compensation – Stock Compensation ("ASC 718-10"), using the modified-prospective transition method. Under ASC 718-10, share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense, net of estimated pre-vesting forfeitures, ratably over the vesting period of the award.

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Further details related to our Stock Benefit Plans and our adoption of ASC 718-10 are provided in Note 7 – Stockholders' Equity in the Notes to our Consolidated Financial Statements.

Statements of Comprehensive Loss as a Percentage of Total Revenues

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

	Years Ended December 31,
	2016		2015
Revenues:
Software licenses	53	%	47	%
Services	47		53
Total revenues	100		100
Cost of revenues:
Cost of software revenues	2		2
Cost of services	40		35
Total cost of revenues	42		37
Gross profit	58		63
Operating expenses:
Research and development	87		76
Sales and marketing	51		52
General and administrative	46		37
Total operating expenses	184		165
Operating loss	(126)		(102)
Other income (loss), net	7		(19)
Loss before income taxes	(119)		(121)
Provision for income taxes	(1)		-
Net loss	(120)	%	(121)	%

Results of Operations

Revenues.License revenue from the sales of software licenses for the year ended December 31, 2016 was $4.2 million, down $0.2 million, or 5% from $4.4 million for the year ended December 31, 2015. Services revenues consist of maintenance revenues and consulting services revenues.Maintenance revenue, which is generally derived from maintenance contracts sold with initial customer licenses and from subsequent contract renewals, for the year ended December 31, 2016 was $2.2 million, down $.8 million, or 27% from $3.0 million for the year ended December 31, 2015.  Consulting service revenue, which is generally related to services in connection with our licensed software, for the year ended December 31, 2016, was $1.5 million, down $0.5 million, or 25% from $2.0 million for the year ended December 31, 2015.Total 2016 revenues of $7.9 million were lower compared to total 2015 revenues of $9.4 million, with the decrease mainly resulting fromthe decline of our legacy business.We expect our revenues to continue to decrease due to the decline of our legacy business, where customers have reduced their spending across licenses, maintenance and consulting services.

Cost of software revenues.    Cost of software revenues includes the cost of our cloud hosting operation, net costs of product media, duplication, packaging, and other manufacturing costs as well as royalties payable to third parties for software that is either embedded in, or bundled and sold with, our products.  Cost of software revenuesfor the year ended December 31, 2016was $172,000, up$20,000, from $152,000 for the year ended December 31,2015.The increase was primarily due toincreases in usage of our cloud hosting operation.

Cost of services.    Cost of services consists primarily of employee-related costs, third-party consultant fees incurred on consulting projects, post-contract customer support and instructional training services.  Cost of services for the year ended December 31, 2016was $3.2 million, down $0.1 million, or 3% from $3.3million for the year ended December 31, 2015.  This decrease was mainly due to our overall cost reduction efforts in response to lower revenues.

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Research and development.Research and development expenses consist primarily of salaries, employee-related benefit costs and consulting fees incurred in association with the development of our products. Research and development expenses for the year ended December 31, 2016,were $6.9million, down $0.3million, or 4% from $7.2million for the year ended December 31, 2015.The decrease wasprimarily due todecreasesinemployee-relatedbenefitcosts as a result of headcount turnover. 

Sales and marketing.Sales and marketing expenses consist primarily of salaries, employee-related benefit costs, commissions and other incentive compensation, travel and entertainment and marketing program-related expenditures such as for collateral materials, trade shows, public relations, advertising and creative services. Sales and marketing expenses for the year ended December 31, 2016were $4.1 million, down $0.8million, or 16% from $4.9million for the year ended December 31, 2015.The decrease wasprimarily due todecreasesin employee-relatedbenefitcosts as a result of headcount deduction.

General and administrative.General and administrative expenses consist primarily of salaries, employee-related benefit costs, provisions and credits related to uncollectible accounts receivable, professional service fees and legal fees.  General and administrative expenses for the year ended December 31, 2016,were $3.6 million, up 0.1 million, or 3% from 3.5 million for the year ended December 31, 2015.The increase wasprimarily due toincreases in outside professional service fee and bad debt expenses.

Interest income, net.   Net interest income includes interest income on investment funds. We generated $86,000 and $76,000 in interest income for the year ended December 31, 2016,and 2015, respectively.  This increase was primarily due to the interest income resulting fromthe accrued short-term investment in bonds in 2016.  

Other income (expense), net.Other income (expense), net during the year ended December 31, 2016,was other income, net, of $0.4 million compared to other expense, net, of $1.8 million for the year ended December 31, 2015.  The variances between the periods were primarily due to gains and losses from the remeasurement of the foreign currency exchange rate fluctuation on our Euro assets, and $230,000 and $183,000 gains from foreign currency translation reclassification pertaining to discontinued foreign subsidiaries in 2016 and 2015 respectively.

Provision for income taxes.   The provision for income taxes was $48,000 for the year ended December 31, 2016, compared to $29,000 for the year ending December 31, 2015. The provisions for each of the years ended December 31, 2016 and 2015 were primarily due to foreign income tax expense.  

Liquidity and Capital Resources

Background and Overview

At December 31, 2016, our current assets exceeded our current liabilities by approximately $17.4million. Our management believes that our cash and cash equivalents and short-term investments as of December 31, 2016will be sufficient to fund operations through at least the next twelve months.

As of December 31, 2016, we had $11.7 million in cash and $8.0 million in short-term investments, with no long-term debt borrowings.  The combined cash and short-term investment balances as ofDecember 31, 2016declined by $9.4million compared to such balances as of December 31, 2015.  This decrease was mainly due to net cash used for operating activities, as described in the Consolidated Statements of Cash Flowsfor2016.

We anticipate that our existing cash and cash equivalents and short-term investments will continue to be used primarily to fund our operating activities.

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

	December 31,
	2016		2015
Cash and cash equivalents	$	11,730	$	9,600
Short-term investments	$	7,974	$	19,531
Working capital	$	17,390	$	26,197
Working capital ratio		4.96		5.53

Cash Used for Operating Activities

Cash used for operating activities was $9.6million for fiscal year 2016, mainly attributable to a $9.5 million operating loss offset by noncash items and changes in operating assets and liabilities.  

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Cash used for operating activities was $8.4  million for fiscal year 2015, mainly attributable to a $11.4million operating loss offset by a $1.5 million decrease in accounts receivables and a $1.1 million stock-based compensation as well as the other noncash items and changes in operating assets and liabilities.

Cash Provided by (Used For)Investing Activities

Cash provided by investing activities in fiscal year 2016  was $11.5 million. Cash used for investing activities in fiscal year 2015was $7.4 million. Cash provided by and used for investing activities in both periods was primarily related to the purchase or maturities of short-term investments in bonds and certificates of deposit. 

Cash Provided by Financing Activities

Cash provided by financing activities was $192,000 in fiscal year  2016.Cash provided by financing activities was $275,000 in fiscal year 2015. Cash provided by financing activities in both periods was primarily attributable to purchases of common stock under the Employee Stock Purchase Plan and employee exercise of stock options. 

Off-Balance Sheet Arrangements

As of December 31, 2016, we had no off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended) that create potential material risks for us and that are not recognized in our Consolidated Balance Sheets as of December 31, 2016and 2015.

Leases and Other Contractual Obligations

We lease our headquarters and other facilities under non-cancelable operating lease agreements expiring 2018. Under the terms of the agreements, we are required to pay lease costs, property taxes, insurance, and normal maintenance costs.

We expect to incur significant operating expenses for the foreseeable future in order to execute our business plan.  As of December 31, 2016, total future minimum lease payments are $1.4million under non-cancelable operating lease agreements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following Consolidated Financial Statements and the related Notes thereto of BroadVision, Inc. and the Report of the Company’s Independent Registered Public Accounting Firm are filed as a part of this Form 10-K.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

BroadVision, Inc.

We have audited the accompanying consolidated balance sheets of BroadVision, Inc. as of December 31, 2016and 2015and the related consolidated statements of comprehensive loss, stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2016. In connection with our audits of the financial statements, we have also audited the financial statement schedule listed in item 15(a)2.  These financial statements and schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and schedule based on our audits. 

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of BroadVision, Inc. as of December 31, 2016and 2015, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.  Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ OUM & Co. LLP

San Francisco, California

March30,  2017

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BROADVISION, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amounts)

	December 31,
	2016		2015
ASSETS
Current assets:
Cash and cash equivalents	$	11,730	$	9,600
Short-term investments		7,974		19,531
Accounts receivable, net of reserves of $167 and $135 as of December 31, 2016 and 2015, respectively		896		1,751
Prepaids and other		1,186		1,098
Total current asset		21,786		31,980
Property and equipment, net		60		87
Other assets		147		143
Total assets	$	21,993	$	32,210
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	377	$	551
Accrued expenses		1,866		2,161
Unearned revenue		1,260		1,518
Deferred maintenance		893		1,553
Total current liabilities		4,396		5,783
Other non-current liabilities		734		918
Total liabilities		5,130		6,701
Commitments and contingencies (Note 6)
Stockholders' equity:
Convertible preferred stock, $0.0001 par value; 1,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 11,200 shares authorized; 4,958 and 4,895 shares issued and outstanding as of December 31, 2016 and 2015, respectively				-
Additional paid-in capital		1,270,649		1,269,582
Accumulated other comprehensive loss		(967)		(739)
Accumulated deficit		(1,252,819)		(1,243,334)
Total stockholders' equity		16,863		25,509
Total liabilities and stockholders' equity	$	21,993	$	32,210

See Accompanying Notes to  Condensed Consolidated Financial Statements

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BROADVISION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, except per share amounts)

	Years Ended December 31,
	2016		2015
Revenues:
Software licenses	$	4,227	$	4,414
Services		3,713		5,028
Total revenues		7,940		9,442
Cost of revenues:
Cost of software revenues		172		152
Cost of services		3,152		3,341
Total cost of revenues		3,324		3,493
Gross profit		4,616		5,949
Operating expenses:
Research and development		6,901		7,219
Sales and marketing		4,051		4,889
General and administrative		3,618		3,501
Total operating expenses		14,570		15,609
Operating loss		(9,954)		(9,660)
Other income (loss):
Interest income, net		86		76
Other income (loss), net		431		(1,824)
Total other income (loss)		517		(1,748)
Loss before income taxes		(9,437)		(11,408)
Provision for income taxes		(48)		(29)
Net loss		(9,485)		(11,437)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		2		177
Foreign currency translation reclassified into earnings for discontinued foreign subsidiaries		(230)		(183)
Comprehensive loss	$	(9,713)	$	(11,443)
Earnings per share, basic and diluted:
Basic and diluted net loss per share	$	(1.93)	$	(2.36)
Shares used in computing:
Weighted average shares-basic and diluted		4,924		4,857

See Accompanying Notes to  Condensed Consolidated Financial Statements

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BROADVISION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

	Common Stock
							Accumulated
					Additional		Other				Total
					Paid-in		Comprehensive		Accumulated		Stockholders'
	Shares		Amount		Capital		Loss		Deficit		Equity
Balances as of December 31, 2014		4,832	$	-	$	1,268,243	$	(733)	$	(1,231,897)	$	35,613
Net loss				-						(11,437)		(11,437)
Other comprehensive income (loss)								(6)				(6)
Stock-based compensation						1,064						1,064
Issuance of common stock from restricted stock awards		9		-		-						-
Issuance of common stock under employee stock purchase plan		54		-		275						275
Issuance of common stock from exercise of options		-		-		-						-
Balances as of December 31, 2015		4,895	$	-	$	1,269,582	$	(739)	$	(1,243,334)	$	25,509
Net loss				-						(9,485)		(9,485)
Other comprehensive income (loss)								(228)				(228)
Stock-based compensation						875						875
Issuance of common stock from restricted stock awards		23		-		-						-
Issuance of common stock under employee stock purchase plan		38		-		181						181
Issuance of common stock from exercise of options		2		-		11						11
Balances as of December 31, 2016		4,958	$	-	$	1,270,649	$	(967)	$	(1,252,819)	$	16,863

See Accompanying Notes to Condensed Consolidated Financial Statements

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BROADVISION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31st,
	2016		2015
Cash flows from operating activities:
Net loss	$	(9,485)	$	(11,437)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization		41		77
Stock-based compensation		875		1,064
Provision (Benefit) of receivable reserves		37		(9)
(Gain) Loss on deconsolidation of a fully-owned subsidiary		(230)		(183)
Changes in operating assets and liabilities:
Accounts receivable		818		1,544
Prepaids and other		(88)		21
Other non-current assets		(4)		51
Accounts payable and accrued expenses		(469)		(62)
Unearned revenue and deferred maintenance		(918)		406
Other noncurrent liabilities		(184)		144
Net cash used for operating activities		(9,607)		(8,384)
Cash flows from investing activities:
Purchase of property and equipment		(14)		(16)
Purchase of short-term investments		(10,666)		(21,931)
Maturities of short-term investments		22,223		14,538
Net cash provided by (used for) by investing activities		11,543		(7,409)
Cash flows from financing activities:
Proceeds from issuance of common stock, net		181		275
Proceeds from exercise of common stock options, net		11		-
Net cash provided by financing activities		192		275
Effect of exchange rates on cash and cash equivalents		2		177
Net increase (decrease) in cash and cash equivalents		2,130		(15,341)
Cash and cash equivalents at beginning of year		9,600		24,941
Cash and cash equivalents at end of year	$	11,730	$	9,600
Supplemental disclosures of cash flows activities:
Cash paid for income taxes	$	6	$	1

See Accompanying Notes to Condensed Consolidated Financial Statements

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BROADVISION, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1---Organization and Summary of Significant Accounting Policies

Nature of Business

BroadVision, Inc. (collectively with its subsidiaries, "BroadVision" or "we") was incorporated in the state of Delaware on May 13, 1993, and has been a publicly traded corporation since 1996. We develop, market, and support enterprise portal applications that enable companies to unify their e-business infrastructure and conduct both interactions and transactions with employees, partners, and customers through a personalized self-service model that increases revenues, reduces costs, and improves productivity.

 Principles of Consolidation 

The accompanying Consolidated Financial Statements include our and our subsidiaries’ accounts. All significant intercompany accounts and transactions have been eliminated in consolidation.

 Use of Estimates 

The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make certain assumptions and estimates that affect reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate the reasonableness of our estimates, including those related to receivable reserves, stock-based compensation, investments and income taxes, as well as contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates using different assumptions or conditions. We believe the following significant accounting policies reflect the more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

 Revenue Recognition

Overview

Our revenue consists of fees for licenses of our software products, maintenance, consulting services and training.

Our revenue recognition policies comply with Accounting Standards Codification ASC 985-605, Software: Revenue Recognition, and Staff Accounting Bulletin SAB 104, Revenue Recognition. In October 2009, the FASB amended the accounting standards in Accounting Standards Update ("ASU") 2009-13 (an update to ASC 605-25) ("ASU 2009-13") for certain multiple deliverable revenue arrangements to: 1) provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated; 2) require an entity to allocate revenue in an arrangement using best estimated selling price ("BESP") of deliverables if a vendor does not have VSOE of selling price or third-party evidence ("TPE") of selling price; and 3) eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

We recognize revenue when all four of the following revenue recognition criteria have been met:

• Persuasive evidence of an arrangement exists;

• We have delivered the product or performed the service;

• The fee is fixed or determinable; and

• Collection is probable.

We qualify the second of the above listed criteria differently for different types of revenues, as follows.

Software License Revenue, Non-Subscription and Non-Hosted Products

Delivery of non-subscription and non-hosted software products is considered to have occurred when title to the physical media and risk of loss have been transferred to the customer, which generally occurs when media containing the licensed programs is provided to a common carrier. In case of electronic delivery, delivery occurs when the customer is given access to the licensed programs. For products that cannot be used without a licensing key, the delivery requirement is met when the licensing key is made available to the customer.  We do not grant a right of return for non-subscription or non-hosted software products.  We recognize revenue upon delivery of our software.

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Software License Revenue, Subscription Products or Hosted Products

Although we made the software available to the customer at a particular point in time, the delivery of subscription software products (such as QuickSilver) and hosted software products (such as Vmoso, Clearvale and Clear) is considered to have occurred ratably over the duration of the contract.  We recognize revenue ratably over the contract periods.  

Services Revenues

Consulting services revenues and training revenues are recognized as such services are performed.  These services are not essential to the functionality of the software. We record reimbursements from our customers for out-of-pocket expenses as an increase to services revenues.

Maintenance revenue, which includes revenue that is derived from software license agreements that entitle the customers to technical support and future unspecified enhancements to our products, is recognized ratably over the related agreement period, which time period is generally twelve months.

Cash and Cash Equivalents, and Short-term Investments

We consider all debt with remaining maturities of three months or less at the date of purchase to be cash equivalents. Short-term investments consist of debt that has a remaining maturity of less than one year as of the date of the balance sheet.

Management determines the appropriate classification of short-term investments at the time of purchase and evaluates such designation as of each balance sheet date. All short-term investments to date have been classified as held-to-maturity and carried at amortized cost, which approximates fair market value, on our Consolidated Balance Sheets. Our held-to-maturity securities did not have any gross unrealized gains and losses as of December 31, 2016 and 2015, respectively.  Our short-term investments’ contractual maturities occur before July 2017.  Total interest income during fiscal years 2016and 2015was $86,000 and $76,000, respectively.

Research and Development and Software Development Costs

ASC 985-20, Cost of Software to be Sold, Leased, or Marketed ("ASC 985-20"), requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on our product development process, technological feasibility is established upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expenses in the period incurred.

 Advertising Costs

Advertising costs are expensed as incurred. Advertising expense, which is included in sales and marketing expense in the accompanying Consolidated Statements of Comprehensive Loss, amounted to $46,000 and $22,000 in 2016and 2015, respectively.

Receivable Reserves

                 Occasionally, our customers experience financial difficulty after we recognize the revenue but before payment has been received. We maintain receivable reserves for estimated losses resulting from the inability of our customers to make required payments. Our normal payment terms are generally 30 to 90 days from the invoice date. If the financial condition of our customers were to deteriorate, resulting in their inability to make the contractual payments, additional reserves may be required. Losses from customer receivables in the two-year period ended December 31, 2016, have not been significant. If all efforts to collect a receivable fail, and the receivable is considered uncollectible, such receivable would be written off against the receivable reserve.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. We maintain our cash and cash equivalents and short-term investments with high-quality institutions. Our management performs ongoing credit evaluations of our customers and requires certain of these customers to provide security deposits or letters of credit.

Cash deposits and cash equivalents in foreign countries of approximately $1.8 million and $3.4million on December 31, 2016and 2015, respectively, are subject to local banking laws and may bear higher or lower risk than cash deposited in the United States. As part of our cash and investment management processes, we perform periodic evaluations of the credit standing of the financial institutions and we have not sustained any credit losses from instruments held at these financial institutions. From time to time, our financial instruments maintained in our foreign subsidiaries may be subject to political risks or instability that may arise in foreign countries where we operate.

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For the year ended December 31, 2016, Indian Railways Catering and Tourism Corporation Limited accounted for 12% of our total revenues. For the year ended December 31, 2015,no customer accounted for more than 10% of our total revenues.

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives (generally two years for software, three years for computer equipment and four years for furniture and fixtures). Leasehold improvements are amortized over the lesser of the remaining life of the lease term or their estimated useful lives.

Maintenance and repairs are charged to operations as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in operations in the period realized.

Fair Value of Financial Instruments

                We adopted the provisions of ASC 820-10, Fair Value Measurement ("ASC 820-10 ").  ASC 820-10 establishes a framework for measuring fair value and requires disclosures about fair value measurements by establishing a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

• Level 1 – Quoted prices in active markets for identical assets or liabilities.

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

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

We measure the following financial assets at fair value on a recurring basis. The fair value of these financial assets as of December 31, 2016and 2015(in thousands) were as follows

			Fair Value at  Reporting Date Using
				Quoted
				Prices in
				Active			Significant
				Markets for			Other		Significant
				Identical			Observable	Unobservable
	December 31,			Assets			Inputs	Inputs
	2016			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents:
Cash	$	3,664		$	3,664	$	-	$	-
Money market funds		8,066			8,066		-		-
Total cash and cash equivalents	$	11,730		$	11,730	$	-	$	-
Fixed income securities
Corporate bonds - financial	$	2,201		$	-	$	2,201	$	-
Corporate bonds - industrial		2,275			-		2,275		-
U.S. Treasury Securities		3,498			-		3,498		-
Total fixed income securities	$	7,974		$	-	$	7,974	$	-

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			Fair Value at  Reporting Date Using
				Quoted
				Prices in
				Active			Significant
				Markets for			Other		Significant
				Identical		Observable		Unobservable
	December 31,			Assets		Inputs		Inputs
	2015			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents:
Cash	$	8,909		$	8,909	$	-	$	-
Money market funds		691			691		-		-
Total cash and cash equivalents	$	9,600		$	9,600	$	-	$	-
Fixed income securities
Corporate bonds - financial	$	3,267		$	-	$	3,267	$	-
Corporate bonds - industrial		5,051			-		5,051		-
U.S. Treasury Securities		2,488			-		2,488		-
Certificates of deposit		8,725			-		8,725		-
Total fixed income securities	$	19,531		$	-	$	19,531	$	-

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

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

Employee Benefit Plans

     Amended and Restated 2006 Equity Incentive Plan: At our 2006 annual meeting held on August 8, 2006, our stockholders approved the adoption of our 2006 Equity Incentive Plan (the "Equity Plan"). At that time, our 1996 Equity Incentive Plan (the "Prior Equity Plan") was terminated and replaced by the Equity Plan. On January 21, 2009, our Board of Directors adopted the Amended and Restated BroadVision, Inc. 2006 Equity Incentive Plan (the "Amended and Restated Plan"), which was subsequently approved by our stockholders on April 30, 2009.  The Amended and Restated Plan includes an "evergreen" provision that provides for automatic annual increases in the number of shares authorized for issuance.  As of December 31, 2016, we had 1,223,824shares of our Common Stock reserved for issuance under the plan.  In addition, the number of shares of our Common Stock available for issuance under the Plan will automatically increase on January 1st of each year for a period of ten years, commencing on January 1, 2010 and ending on (and including) January 1, 2019. Further, our Board of Directors may grant incentive or nonqualified stock options at prices not less than 100% of the fair market value of our common stock, as determined by the Board of Directors, at the date of grant. The vesting of individual options may vary but in each case at least 20% of the total number of shares subject to vesting will become exercisable per year. These options generally expire ten years after the grant date.

2000 Non-Officer Plan: In February 2000, we adopted our 2000 Non-Officer Plan under which 106,666 shares of common stock were reserved for issuance to selected employees, consultants, and our affiliates who are not Officers or Directors. As of December 31, 2016, we had 72,625 shares available for issuance under the 2000 Non-Officer Plan. Under the 2000 Non-Officer Plan, we may grant non-statutory stock options at prices not less than 85% of the fair market value of our common stock at the date of grant. Options granted under the 2000 Non-Officer Plan generally vest over two years and are exercisable for not more than ten years.

Employee Stock Purchase Plan: We also have a compensatory Employee Stock Purchase Plan (the "Purchase Plan") that enables employees to purchase, through payroll deductions, shares of our common stock at a discount from the market price of the stock at the time of purchase.

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As of December 31, 2016, we had 92,207 shares available for issuance under the Purchase Plan. The Purchase Plan permits eligible employees to purchase common stock with a value equivalent to a percentage of the employee's earnings, not to exceed the lesser of 15% of the employee's earnings or $25,000 under Section 423(b)(8) of the Internal Revenue Code of 1986, at a price equal to the lesser of 85% of the fair market value of the common stock on the date of the offering or the date of purchase. In accordance with ASC 718-10, Compensation – Stock Compensation ("ASC 718-10"), we record stock-based compensation expense related to the fair value of the employee purchase rights in our Consolidated Statements of Comprehensive Loss.  During 2016and 2015, we received a total of $181,000 and $275,000, respectively, primarily from the purchase of shares under the Purchase Plan.

Stock-Based Compensation

Under the fair value recognition provisions of ASC 718-10, share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense, net of estimated pre-vesting forfeitures, ratably over the vesting period of the award. In addition, the adoption of ASC 718-10 requires additional accounting related to the income tax effects and disclosure regarding the cash flow effects resulting from share-based payment arrangements. Calculating share-based compensation expense requires the input of highly subjective assumptions, including the expected term of the share-based awards, stock price volatility, dividend yield, risk free interest rates, and pre-vesting forfeitures. The assumptions used in calculating the fair value of stock-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected pre-vesting forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, our share-based compensation expense could be significantly different from what we have recorded in the current period. The total amount of stock-based compensation expense recognized during the years ended December 31, 2016and 2015,is as follows (in thousands):

	Years Ended December 31,
	2016		2015
Cost of services	$	127	$	162
Research and development		272		309
Sales and marketing		297		355
General and administrative		179		238
	$	875	$	1,064

 We adopted the alternative transition method for calculating the tax effects of stock-based compensation pursuant to ASC 718-10. The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool ("APIC pool") related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of ASC 718-10.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model based on assumptions noted in the following table below. The expected term of our options represents the period that our stock-based awards are expected to be outstanding based on the simplified method provided for in SAB 107, as amended by SAB No. 110, Share-Based Payment. Because we do not have sufficient historical exercise data, we used the simplified method for estimating the stock option expected term.  The risk-free interest rate for periods related to the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of grant.  The expected volatility is based on historical volatilities of our stock over the expected life of the option.  The expected dividend yield is zero, as we do not anticipate paying dividends in the near future.

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The following assumptions were used to determine stock-based compensation during the years ended December 31, 2016and 2015: 

	Years Ended December 31,
	2016		2015
Expected volatility	67	%	59	%
Expected dividends	0	%	0	%
Expected term (in years)	6.25	year	6.25	year
Risk free interest rate	1.5	%	2	%

  The following assumptions were used to determine the expense related to the Employee Stock Purchase Plan:

	Years Ended December 31,
	2016		2015
Expected volatility	45	%	22	%
Weighted average volatility	42	%	29	%
Risk-free interest rate	0.2	%	0	%
Expected term (in years)	1	year	1	year
Expected dividend yield	0	%	0	%

The weighted-average fair value of the purchase rights granted in the years ended December 31, 2016and 2015, were $1.50 and $1.40, respectively.

Earnings Per Share Information

Basic loss per share is computed using the weighted-average number of shares of common stock outstanding. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding and, when dilutive, common equivalent shares from outstanding stock options using the treasury stock method. The following table sets forth the basic and diluted net loss per share computational data for the periods presented (in thousands, except per share amounts):  

	Years Ended December 31,
	2016		2015
Net loss	$	(9,485)	$	(11,437)
Weighted-average common shares outstanding used to compute basic and diluted net loss per share		4,924		4,857
Basic and diluted net loss per share	$	(1.93)	$	(2.36)

Foreign Currency Transactions

The functional currencies of all foreign subsidiaries are the local currencies of the respective countries.  Assets and liabilities of these subsidiaries are translated into U.S. dollars at the balance sheet date. Income and expense items are translated at average exchange rates for the period. Foreign exchange gains and losses resulting from the remeasurement of foreign currency assets and liabilities are included as other income, net in the Consolidated Statements of Comprehensive Loss.   For the years ended December 31, 2016and 2015, translation loss was $228,000 and $6,000, respectively, and is included in other comprehensive loss account in the Consolidated Statements of Stockholder's Equity.

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Discontinued Foreign Subsidiary

In September 2016, we completed the sale of BroadVision Scandinavia AB. The total sale price was $10,000, of which the Company received cash payment of $7,500 in 2016, and the remainder is to be paid in 2017 as stipulated in the underlying agreement.Based on the assets and liabilities attributed to BroadVision Scandinavia AB on the date of the sale, and the estimated costs and expenses incurred in connection with the sale, the Company recorded a gain of $230,000 in the consolidated statement of comprehensive loss for the year ended December 31, 2016.

In January 2015, we wound down the operations of BroadVision B.V.. Based on the assets and liabilities attributed to BroadVision B.V.on the date the legal entity was closed, the Company recorded a gain of $183,000 in the consolidated statement of comprehensive loss for the year ended December 31, 2015.

Comprehensive Loss

Comprehensive loss includes net loss and other comprehensive loss, which consist of cumulative translation adjustments. Total accumulated other comprehensive loss is displayed as a separate component of Consolidated Statement of Stockholder's Equity in the accompanying Consolidated Balance Sheets. The accumulated balance of other comprehensive loss, consisting of foreign currency translation adjustment and foreign currency translation reclassification upon sale of foreign subsidiary, net of taxes is as follows (in thousands):

	Accumulated
	Other
	Comprehensive
	Loss
Balance, December 31, 2015	$	(739)
Foreign currency translation adjustment		2
Foreign currency translation reclassified into earnings upon sale of foreign subsidiary		(230)
Balance, December 31, 2016	$	(967)

Income Taxes and Deferred Tax Assets

Income taxes are computed using an asset and liability approach in accordance with ASC 740-10, Income Taxes ("ASC 740-10"), which requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, is not expected to be realized.

We analyze our deferred tax assets with regard to potential realization. We have established a valuation allowance on our deferred tax assets to the extent that management has determined that it is more likely than not that some portion or all of the deferred tax asset will not be realized based upon the uncertainty of their realization. We consider the effects of estimated future taxable income, current economic conditions and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance.

 Segment and Geographic Information

We operate in one segment, electronic commerce business solutions. Our CEO is our chief operating decision maker. The CEO reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geographic region and by product for purposes of making operating decisions and assessing financial performance.

Comparative Figures

Certain comparative figures have been reclassified to conform to the current year presentation.  These reclassifications had no effect on net income, total assets or cash flow

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Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), which amended the existing accounting standards for revenue recognition and will supersede most existing revenue recognition guidance under U.S. GAAP. ASU 2014-09 establishes principles to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for us using either of two methods: (i) retrospective application of ASU 2014-09 to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective application of ASU 2014-09 with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, with early adoption permitted but not earlier than the original effective date. Accordingly, the updated standard is effective for us in the first quarter of fiscal 2018 and we do not plan to early adopt. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. While we are continuing to assess all potential impacts of the new standard, we currently believe the most significant impact relates to our accounting for arrangements that include term-based software licenses bundled with maintenance and support. Undercurrent GAAP, the revenue attributable to these software licenses is recognized ratably over the term of the arrangement because VSOE does not exist for the undelivered maintenance and support element as it is not sold separately. The requirement to have VSOE for undelivered elements to enable the separation of revenue for the delivered software licenses is eliminated under the new standard. Accordingly, under the new standard we will be required to recognize as revenue a portion of the arrangement fee upon delivery of the software license. While we currently expect revenue related to our professional services and cloud offerings for business enterprises, individuals and teams to remain substantially unchanged, we are still in the process of evaluating the impact of the new standard on these arrangements. Due to the complexity of certain of our contracts, the actual revenue recognition treatment required under the new standard for these arrangements may be dependent on contract-specific terms and vary in some instances.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40). The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effectivefor annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15,2016. Early adoption is permitted. ASU 2014-15 will be effective for the company beginning in the first quarter of fiscal 2017. The Company does not believe that the adoption of this guidance will have a material impact on its Consolidated Financial Statements.

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

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in the first quarter of fiscal 2017. Early application is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. We believe the new standard will cause volatility in our effective tax rates and diluted earnings per share due to the tax effects related to share-based payments being recorded to the income statement. The volatility in future periods will depend on our stock price at the awards’ vest dates and the number of awards that vest in each period. Further, we will not elect an accounting policy change to record forfeitures as they occur and will continue to estimate forfeitures at each period.

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Note 2---Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2016		2015
Furniture and fixtures	$	159	$	158
Computer and software		2,174		2,177
Leasehold improvements		179		178
Total property and equipment		2,512		2,513
Less accumulated depreciation and amortization		(2,452)		(2,426)
Property and equipment, net	$	60	$	87

Depreciation and amortization expense for the years ended December 31, 2016and 2015was $41,000 and $77,000, respectively. We retired zero and $69,000 in fully depreciated property and equipment in 2016and 2015, respectively.

Note 3---Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2016		2015
Employee benefits	$	568	$	615
Income tax		297		278
Sales and other taxes		158		144
Commissions and bonuses		243		298
Deferred rent		111		89
Other		489		737
Total accrued expenses	$	1,866	$	2,161

Note 4---Other Non-Current Liabilities

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

	December 31,
	2016		2015
Deferred maintenance and unearned revenue	$	223	$	301
Other		511		617
Total other non-current liabilities	$	734	$	918

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Note 5---Income Taxes

  Losses before income taxes as follows (in thousands):

	Years Ended December 31,
	2016		2015
Domestic	$	(7,812)	$	(10,223)
Foreign		(1,625)		(1,185)
Loss before income taxes	$	(9,437)	$	(11,408)

The components of benefit/(expense) for income taxes are as follows (in thousands):

	Years Ended December 31,
	2016		2015
Current:
Federal	$	-	$	4
State		(4)		(1)
Foreign		(44)		(32)
Total current		(48)		(29)
Deferred:
Federal		(1,422)		(3,871)
State		(336)		1,186
Foreign		318		461
Total deferred		(1,440)		(2,224)
Valuation allowance		1,440		2,224
Provision for income taxes	$	(48)	$	(29)

The differences between the benefit/(expense) for income taxes computed at the federal statutory rate of 35% and our actual income tax expensefor the periods presented are as follows (in thousands):

	Years Ended December 31,
	2016		2015
Expected income tax benefit	$	3,303	$	3,993
Expected state income taxes expense, net of federal tax benefit		216		(771)
Research and development credit		169		147
Foreign taxes and foreign loss not benefited		(925)		(904)
Change in valuation allowance		(1,440)		(2,224)
Stock-based compensation		(78)		(198)
True-ups		(51)		(155)
Unrealized tax benefits		(7)		154
Unrealized loss from foreign investments		(1,226)		-
Others		(9)		(71)
Provision for income taxes	$	(48)	$	(29)

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The individual components of our deferred tax assets are as follows (in thousands):

	Years Ended December 31,
	2016		2015
Deferred tax assets:
Depreciation and amortization	$	72	$	265
Accrued, allowance and others		3,166		3,085
Net operating losses		207,270		204,693
Tax credits		8,731		8,407
Unrealized losses on marketable securities		-		1,349
Total deferred tax assets		219,239		217,799
Less: valuation allowance		(219,239)		(217,799)
Net deferred tax assets	$	-	$	-

We have provided a valuation allowance for all of our deferred tax assets as of December 31, 2016and 2015, due to the uncertainty regarding their future realization. The total valuation allowance increased $1,440,000 from December 31, 2015to December 31, 2016.  

As of December 31, 2016, we had federal and state net operating loss ("NOL") carryforwards of approximately $578,378,000 and $30,946,000available to offset future regular and alternative minimum taxable income. The NOLs include deductions for stock-based compensation for which a benefit would be recorded in additional paid-in capital when realized of $2,652,000 and $1,908,000 respectively.   Our federal net operating loss carryforwards expire in various years from 2018 through 2036, if not used. The state net operating loss carryforwards expire in various years from 2031to 2036, if not used.

Due to the projected loss for the year with a full valuation allowance against its deferred tax assets, there is no tax impact for 2015 and 2016. As of December 31, 2016, we had federal and state research and development credit carryforwards of approximately $6,789,000 and $6,003,000, respectively, available to offset future tax liabilities.  The federal tax credit carryforwards expire in the tax years from 2018 through 2036, if not utilized. The state research and development credits can be carried forward indefinitely.

Federal and state tax laws impose substantial restrictions on the utilization of net operating loss (“NOL”) and credit carryforwards in the event of an "ownership change" for tax purposes, as defined in IRC Section 382. Based on a high-level ownership change analysis performed each year, management concluded that there were no ownership changes through December 31, 2016.  

 We follow the provision of ASC 740-10-25, Income Taxes: Recognition ("ASC 740-10-25"). Our total amount of unrecognized tax benefits as of December 31, 2016and 2015were $2,880,000 and $2,800,000, respectively. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate were $160,000and $160,000as of December 31, 2016and 2015, respectively.

We recognize interest and penalties accrued related to unrecognized tax benefits in our provision for income taxes. During the years ended December 31, 2016 and 2015, respectively, we did not recognize any interest and penalties.

A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits for the year ended December 31, 2016is as follows (in thousands):

Balance at January 1, 2016	$	2,800
Additions based on tax provisions related to the current year		112
Additions for tax provisions of prior year		-
Lapse of the statute of limitation		(32)
Balance at December 31, 2016	$	2,880

We are subject to taxation in the United States and various foreign jurisdictions. Our tax years 1998and forward remain open in several jurisdictions due to the NOL carryforward from those tax years.  

It is possible that the amount of our liability for unrecognized tax benefits may change within the next 12 months.  However, an estimate of the range of possible changes cannot be made at this time.

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Note 6---Commitments and Contingencies

Warranties and Indemnification

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

Our perpetual software license agreements typically provide for indemnification of customers for intellectual property infringement claims caused by use of a current release of our software consistent with the terms of the license agreement. The term of these indemnification clauses is generally perpetual. The potential future payments we could be required to make under these indemnification clauses is generally limited to the amount the customer paid for the software. Historically, costs related to these indemnification provisions have been immaterial. We also maintain liability insurance that limits our exposure. As a result, we believe the potential liability of these indemnification clauses is minimal. We rarely have litigation initiated against us by customers.

We entered into agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer is, or was, serving in such capacity. The term of the indemnification period is for so long as such officer or director is subject to an indemnifiable event by reason of the fact that such person was serving in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements may be unlimited; however, we have a director and officer insurance policy that limits our exposure and enables us to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is insignificant. Accordingly, we have no liabilities recorded for these agreements as of December 31, 2016and 2015. We assess the need for an indemnification reserve on a quarterly basis and there can be no guarantee that an indemnification reserve will not become necessary in the future.

Leases

We lease our headquarters facility and our other facilities under noncancelable operating lease agreements expiring through the year 2018. Under the terms of the agreements, we are required to pay property taxes, insurance and normal maintenance costs.

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

	Operating
	Leases
Years ending December 31,
2017		953
2018		420
2019		40
2020		-
2021 and thereafter		-
Total minimum lease payments	$	1,413

Rent expense for the year ended December 31, 2016,  was $1,300,000, same as for the year ending December 31, 2015.

Legal Proceedings

We are subject from time to time to various legal actions and other claims arising in the ordinary course of business. We are not presently a party to any material legal proceedings.

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Note 7---Stockholders' Equity

 Convertible Preferred Stock

As of December 31, 2016, there were no outstanding shares of convertible preferred stock.  Our Board of Directors and our stockholders have authorized 1,000,000 shares of convertible preferred stock that are available for issuance.

Common Stock

As of December 31, 2016, we had reserved 385,666common shares for future issuance upon the exercise of stock options.

	Year Ended December 31, 2016
			Weighted-		Weighted-
			Average		Average
			Exercise		Remaining		Aggregate
		Options	Price		Contractual		Intrinsic
		(000's)	Per Share		Term (Years)		Value
Outstanding at beginning of year		734	$	9.06
Granted		10	$	4.70
Exercised		(2)	$	6.01			$	-
Forfeited		(45)	$	6.76
Expired		(30)	$	9.96
Outstanding at end of year		667	$	9.12		6.71	$	-
Options exercisable at end of year		481	$	9.87		6.31	$	-
Options vested and expected to vest at end of year		635	$	9.25		0.20	$	-

The weighted-average fair market value per share of options granted under our stock option plans during fiscal 2016and 2015was $2.90 and $3.20, respectively.

We granted 16,965shares of restricted stock to the non-employee members of our Board of Directors and Board of Directors’ advisorin 2016and recorded a stock-based compensation expense of $92,000.  We granted 10,832 shares of restricted stock to the non-employee members of our Board of Directors in 2015, and recorded a stock-based compensation expense of $63,000. The restricted stock of our Board of Directors will vest over a one-year period measured from the date of the annual meeting of stockholders with one quarter of the shares included in such Director Grant vesting on each of the dates that are three months, six months, nine months and twelve months from the annual meeting, so long as each board member continues to serve as a member of our board of directors on such vesting date.

As of December 31, 2016, total unrecognized compensation cost related to unvested stock options was $732,000, which is expected to be recognized over the remaining weighted-average vesting periods of 1 year. During the year ended December 31, 2016and 2015, we have received cash of $192,000 and $275,000, respectively from the employee stock purchases and exercise of stock options.  

Note 8---Geographic, Segment and Significant Customer Information

We operate in one segment: electronic business solutions. Our reportable segment includes our facilities in North and South America (Americas), Europe and Asia Pacific and the Middle East (Asia/Pacific). Our chief operating decision maker is considered to be the CEO. The CEO reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geographic region and by product for purposes of making operating decisions and assessing financial performance. The disaggregated revenue information reviewed by the CEO is as follows (in thousands):

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	Years Ended December 31,
	2016		2015
Software licenses	$	4,227	$	4,414
Consulting services		1,521		2,056
Maintenance		2,192		2,972
Total revenues	$	7,940	$	9,442

We sell our products and provide global services through a direct sales force and through a channel of independent distributors, value-added resellers ("VARs") and Application Service Providers ("ASPs"). In addition, the sales of our products are promoted through independent professional consulting organizations known as systems integrators ("SIs"). We provide global services through our BroadVision Global Services organization and indirectly through distributors, VARs, ASPs, and SIs. We currently operate in three primary geographical territories.

Disaggregated financial information regarding our product and service revenues by geographic region is as follows (in thousands):

	Years Ended December 31,
	2016		2015
Americas	$	3,665	$	3,903
Europe		1,320		2,149
Asia/Pacific		2,955		3,390
Total revenues	$	7,940	$	9,442

In 2016, license sales through independent distributors, VARs, ASPs, and SIs became significant.  Although it was immaterial in the Americas and Europe, license sales via these channels accounted for 62% in Asia Pacific in 2016.

Note 9---Related Party Transactions

On November 14, 2008, BroadVision (Delaware) LLC, a Delaware limited liability company (“BVD”), which was then our wholly owned subsidiary, entered into a Share Purchase Agreement with CHRM LLC, a Delaware limited liability company, that is controlled by Dr. Pehong Chen, our CEO and largest stockholder and in which our CFO, Peter Chu holds a minority interest. We and CHRM LLC then entered into an Amended and Restated Operating Agreement of BroadVision (Delaware) LLC dated as of November 14, 2008 (the “BVD Operating Agreement”). Under these agreements, CHRM LLC received, in exchange for the assignment of certain intellectual property rights,20Class B Shares of BVD, representing the right to receive a portion of any distribution of Funds from “Capital Transactions” (as such term is defined in the BVD Operating Agreement), with the exact amount to be determined based on our and CHRM LLC’s capital account balances at the time of such distribution. A “capital transaction” under that agreement is any merger or sale of substantially all of the assets of BVD as a result of which the members of BVD willnolonger have an interest in BVD or the assets of BVD will be distributed to its members. Class B Shares do not participate in any profits of BVD except for net profits related to a “capital transaction,” in which case the net profits are allocated to the owners of Class A and Class B Shares in proportion to their respective number of shares. To the extent BVD’s losses do not exceed undistributed net profits accumulated since the date of issuance of Class B Shares, such losses are allocated to Class A Shares. To the extent net losses exceed the undistributed net profits accumulated since the date of issuance of Class B Shares, such excess is allocated to the owners of Class A and Class B Shares in proportion to their respective cumulative capital contributions less any return of capital, until allocation of such losses results in having the capital account balances equal tozero. Then, net losses are allocated to the owners of Class A and Class B Shares in proportion to their respective number of shares. Upon liquidation the net assets of BVD are distributed to the owners of Class A and Class B in proportion to their capital account balances.

BVD is the sole owner of BroadVision (Barbados) Limited (“BVB”) and BVB is the sole owner of BroadVision On Demand, a Chinese entity (“BVOD”). We have invested approximately$9.0million in BVOD (directly and through BVD and BVB). In 2014, we began making payments directly to BVOD for certain labor outsourcing services and expect to continue to pay BVOD for such services at the rate of approximately$500,000per quarter for the foreseeable future. We made aggregate payments to BVOD of $2.0 million and $1.9 million (based on the RMB to USD exchange rates on the applicable dates of payment) for such services in the years ended December 31, 2016 and 2015, respectively. These payments in part covered services rendered outside of the applicable twelve month periods. We have a controlling voting interest in BVD. Pursuant to the terms of the BVD Operating Agreement, the Class B Shares held by CHRM LLC have no voting rights.

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

In April2015, we executed a renewal contract with SINA Corporation of which Dr. Pehong Chen, our CEO and largest stockholder, is a board member through December 2015, pursuant to which we provided HR information management hosting service, including software subscription, system upgrade and technical support, to SINA Corporation.The total license revenue that we were entitled to receive under that contract through its expiration in March 2016 was $184,000.We recognized $46,000 and $176,000 of license revenue related to that contract for the fiscal year 2016 and 2015, respectively.

Note 10---Employee Benefit Plan

We provide for a defined contribution employee retirement plan in accordance with section 401(k) of the Internal Revenue Code. Eligible employees are entitled to contribute up to the lower of 100% of their compensation or the IRS annual maximum. The Plan allows for discretionary contributions by us. As of July 1, 2011, we started a discretionary matching contribution.  The amount is equal to a percentage determined annually by our management for the contribution period.  Employees will be eligible for the match after 12 months of service and after completing 1,000 hours of work during the plan year.  Employees must be employed on the last business day of the plan year to be eligible for the match. We have funded $61,000 and $69,000 for the year ended December 31, 2016and 2015, respectively.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control system are met.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)2013. Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2016.

Evaluation of Disclosure Controls and Procedures

An evaluation as of December 31, 2016,was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2016,to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2016that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls

As a result of being a smaller reporting company, we are not required to provide an attestation report of our registered public accounting firm regarding our internal control over financial reporting. We have elected to not include such an attestation report in this annual report, which election was approved by the Audit Committee of our Board of Directors.

ITEM 9B. OTHER INFORMATION

    None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated by reference to sections of our Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2017Annual Meeting of Stockholders (the “Proxy Statement”)  or will be filed as an amendment to this Annual Report.

ITEM 11. EXECUTIVE COMPENSATION

                 The information required by this Item is incorporated by reference to the Proxy Statement or will be filed as an amendment to this Annual Report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to the Proxy Statement or will be filed as an amendment to this Annual Report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to the Proxy Statement or will be filed as an amendment to this Annual Report.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference to the Proxy Statement or will be filed as an amendment to this Annual Report.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this Report.

1. Consolidated Financial Statements. The following Consolidated Financial Statements are included at Part II, Item 8, of this Annual Report on Form 10-K

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2016and 2015

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2016and 2015

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2016and 2015

Consolidated Statements of Cash Flows for the years ended December 31, 2016and 2015

Notes to Consolidated Financial Statements

2. Financial Statement Schedule. Attached to this Annual Report on Form 10-K.

Schedule II---Valuation and Qualifying Accounts              

3. Exhibits. The exhibits listed on the accompanying Index to Exhibits immediately following the consolidated financial statement schedule are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.  

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, State of California, on this 30th day of March2017.

         BROADVISION, INC.

By:	/s/ PEHONG CHEN
	Pehong Chen
	Chairman of the Board, President, and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pehong Chen to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that the said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Pehong Chen		March 30, 2017
Pehong Chen	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
/s/  Peter Chu		March 30, 2017
Peter Chu	Chief Financial Officer and Vice President of Strategy and Product Management (Principal Financial and Accounting Officer)
/s/ François Stieger		March 30, 2017
François Stieger	Director
/s/  James D. Dixon		March 30, 2017
James D. Dixon	Director
/s/  Robert Lee		March 30, 2017
Robert Lee	Director

45

BROADVISION, INC. AND SUBSIDIARIES

SCHEDULE II---VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

			Charged
	Balance at		(Credited) to				Balance at
	Beginning of		Costs and				End of
	Period		Expenses		Deductions(1)		Period
Receivable reserves:
Year  Ended December 31, 2016	$	135	$	32	$	-	$	167
Year  Ended December 31, 2015	$	213	$	-	$	(78)	$	135

  (1) Represents net charge-offs of specific receivables.

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BROADVISION, INC. ANNUAL REPORT ON FORM 10-K DECEMBER 31, 2016

INDEX TO EXHIBITS

Exhibit	Description
3.1(1)	Amended and Restated Certificate of Incorporation.
3.2(15)	Certificate of Amendment of Certificate of Incorporation.
3.3(6)	Certificate of Amendment of Certificate of Incorporation.
3.4(12)	Amended and Restated Bylaws.
4.1	References are hereby made to Exhibits 3.1 to 3.4.
4.2(14)	Registration Rights Agreement, dated November 10, 2004, among the Company and certain investors listed on Exhibit A thereto.
4.3(17)	Registration Rights Agreement, dated March 8, 2006, between the Company and Honu Holdings LLC.
10.1(8)(a)	Equity Incentive Plan, as amended (the "2000 Equity Incentive Plan").
10.2(1)(a)	Form of Incentive Stock Option under the 2000 Equity Incentive Plan.
10.3(1)(a)	Form of Nonstatutory Stock Option under the 2000 Equity Incentive Plan.
10.4(1)(a)	Form of Nonstatutory Stock Option (Performance-Based) under 2000 Equity Incentive Plan.
10.5(2)(a)	1996 Employee Stock Purchase Plan, as amended.
10.6(1)(b)
10.7(5)	BroadVision, Inc. Severance Benefit Plan, as amended, effective October 21, 2009.
10.8(3)(a)	2000 Non-Officer Equity Incentive Plan, as amended.
10.9(4)(b)
10.10(7)	Form of Indemnity Agreement between the Company and each of its directors and executive officers.
10.11(9)	BroadVision, Inc. Change of Control Severance Benefit Plan, established effective May 22, 2003.
10.12(9)	BroadVision, Inc. Executive Severance Benefit Plan, established effective May 22, 2003.
10.13(10)	Securities Purchase Agreement, dated as of November 10, 2004, by and among the Company and the investors listed on Exhibit A thereto.
10.14(13)
10.15(11)	Debt Conversion Agreement, dated as of December 20, 2005, between the Company and Honu Holdings, LLC.
10.16(16)	Share Purchase Agreement, dated November 14, 2008, between BroadVision (Delaware) LLC and CHRM LLC.
10.17(21)(a)	Amended and Restated 2006 Equity Incentive Plan, as amended (the "Amended and Restated Plan").
10.18(18)(a)	2009 Employee Profit Sharing Plan.
10.19(19)(a)	Form of Restricted Stock Bonus Agreement under the Amended and Restated Plan.
10.20(20)(a)	Form of Option Grant Notice under the Amended and Restated Plan.
10.21(21)(a)	Form of Stock Option Agreement under the Amended and Restated Plan.
10.22(21)	Lease Agreement, dated April 18, 2012, between the Company and VII PAC SHORES INVESTORS, L.L.C.
10.23(22)	First Amendment to Lease Agreement dated September 4, 2014 between BroadVision Inc. and VII Pac Shores Investors, LLC.
101.INS	XBRL Instance
101.SCH	XBRLTaxonomy Extension Schema
101.CAL	XBRLTaxonomy Extension Calculation
101.LAB	XBRLTaxonomy Extension Labels
101.PRE	XBRLTaxonomy Extension Presentations
101.DEF	XBRLTaxonomy Extension Definition
21.1	Subsidiaries of the Company.
23.1	Consent of OUM & Co. LLP, an independent registered public accounting firm.
24.1	Power of Attorney, pursuant to which amendments to this Annual Report on Form 10-K may be filed, is included on the signature pages hereto.
31.1	Certification of the Chief Executive Officer of the Company.
31.2	Certification of the Chief Financial Officer of the Company.
32.1	Certification of the Chief Executive Officer and Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

47

(a) Represents a management contract or compensatory plan or arrangement.

            (b) Confidential treatment granted.

(1) Incorporated by reference to the Company's Registration Statement on Form S-1 filed on April 19, 1996 as amended by Amendment No. 1 filed on May 9, 1996, Amendment No. 2 filed on May 29, 1996 and Amendment No. 3 filed on June 17, 1996 (File No. 333-03844).

(2) Incorporated by reference to the Company's Registration Statement on Form S-8 filed on November 8, 2013 (File No. 333-192224).

(3) Incorporated by reference to the Company's Registration Statement on Form S-8 filed on October 15, 2003 (File No. 333-109709).

(4) Incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2001 filed on August 14, 2001 (File No. 000-28252).

(5) Incorporated by reference to the Company's Current Report on Form 8-K filed on October 27, 2009 (File No. 001-34205).

(6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on November 6, 2008 (File No. 000-28252).

(7) Incorporated by reference to the Company's Form 10-Q for the quarter ended September 30, 2002 filed on November 14, 2002 (File No. 000-28252).

(8) Incorporated by reference to the Company's Registration Statement on Form S-8 filed on August 1, 2002 (File No. 333-97521).

(9) Incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003 (File No. 000-28252).

(10) Incorporated by reference to the Company's Current Report on Form 8-K filed on November 10, 2004 (File No. 000-28252).

(11) Incorporated by reference to the Company's Current Report on Form 8-K filed on December 22, 2005 (File No. 000-28252).

(12) Incorporated by reference to the Company's Current Report on Form 8-K filed on October 16, 2008 (File No. 000-28252)

(13) Incorporated by reference to the Company's Current Report on Form 8-K filed on December 23, 2004 (File No. 000-28252).

(14) Incorporated by reference to the Company's Registration Statement on Form S-1 filed on December 20, 2004 (File No. 333-121430).

(15) Incorporated by reference to the Company's Form 10-K for the fiscal year ended December 31, 2006 filed on March 27, 2007 (File No. 000-28252).

(16) Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 18, 2008 (File No. 001-34205).

(17) Incorporated by reference to the Company's Annual Report onForm 10-K filed on June 9, 2006(File No. 000-28252).

(18) Incorporated by reference to the Company's Current Report on Form 8-K filed on July 24, 2009 (File No. 001-34205).

(19) Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 30, 2007 (File No. 000-28252).

(20) Incorporated by reference to the Company’s Registration Statement on Form S-8 filed on November 6, 2006 (File No. 333-138461).

(21) Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 20, 2012 (File No. 001-34205).

(22)  Incorporated by reference to the Company's Current Report on Form 8-K filed on October 15, 2014 (File No. 001-34205).

48

EX-21.1

EXHIBIT 21.1 LIST OF SUBSIDIARIES

BROADVISION, INC. AND SUBSIDIARIES

SUBSIDIARIES OF THE REGISTRANT

▪   BroadVision France, S.A., organized under the laws of France

▪   BroadVision U.K., Ltd., organized under the laws of the United Kingdom

▪   BroadVision Srl, organized under the laws of Italy

▪   BroadVision Iberica S.A., organized under the laws of Spain

▪   Nihon BroadVision KK, organized under the laws of Japan

▪   Interleaf GmbH, organized under the laws of Germany

▪   BroadVision System PVT LTD., organized under the laws of India

▪   BroadVision Delaware LLC, organized under the laws of the state of Delaware

▪   BroadVision Barbados Ltd., organized under the laws of Barbados

▪   BroadVision OnDemand (Beijing) Ltd., organized under the laws of China

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-210761, 333-202730, 333-194568, 333-192224, 333-187310, 333-179987, 333-165276, 333-159075, 333-145764, 333-138461, 333-109709, 333-97521, 333-63798, 333-35114, 333-62619, and 333-14057) and on Form S-3 (No. 333 125640) of BroadVision, Inc. of our report dated March30,  2017relating to the consolidated financial statements and financial statement schedule of BroadVision, Inc. included in this Annual Report on Form 10-K.

/s/ OUM & Co. LLP

San Francisco, California

March30,  2017

EX-31.1

EXHIBIT 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF THE COMPANY

CERTIFICATION

I, Pehong Chen, certify that:

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

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

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

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

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

 Date: March30, 2017

/s/ Pehong Chen

Pehong Chen

Chief Executive Officer

EX-31.2

EXHIBIT 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER OF THE COMPANY

CERTIFICATION

I, Peter Chu, certify that:

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

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

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

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

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: March30,  2017

p
	/s/ Peter Chu
	Peter Chu Chief Financial Officer and Vice President Strategy and Product Management

EX-32.1

EXHIBIT 32.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Pehong Chen, the Chief Executive Officer of BroadVision, Inc. (the "Company"), and Peter Chu, the Chief Financial Officer and Vice President of Strategy and Product Management of the Company, each hereby certifies that, to the best of his or her knowledge:

1. The Company's Annual Report on Form 10-K for the period ended December 31, 2016, and to which this Certification is attached as Exhibit 32.1 (the "Annual Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

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

IN WITNESS WHEREOF, the undersigned have set their hands hereto as of the 30th day ofMarch2017.

/s/ Pehong Chen

Pehong Chen

Chief Executive Officer

/s/  Peter Chu

Peter Chu

Chief Financial Officer and Vice President of Strategy and Product Management

This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of BroadVision, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Feb. 28, 2017	Jun. 30, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	BROADVISION INC
Entity Central Index Key	0000920448
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Amendment Flag	false
Trading Symbol	bvsn
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 21,545,571
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Common Stock, Shares Outstanding		4,957,524

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 11,730	$ 9,600
Short-term investments	7,974	19,531
Accounts receivable, net of reserves of $167 and $135 as of December 31, 2016 and 2015, respectively	896	1,751
Prepaids and other	1,186	1,098
Total current assets	21,786	31,980
Property and equipment, net	60	87
Other assets	147	143
Total assets	21,993	32,210
Current liabilities:
Accounts payable	377	551
Accrued expenses	1,866	2,161
Unearned revenue	1,260	1,518
Deferred maintenance	893	1,553
Total current liabilities	4,396	5,783
Other non-current liabilities	734	918
Total liabilities	5,130	6,701
Commitments and contingencies (Note 6)
Stockholders' equity
Convertible preferred stock, $0.0001 par value; 1,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 11,200 shares authorized; 4,958 and 4,895 shares issued and outstanding as of December 31, 2016 and 2015, respectively
Additional paid-in capital	1,270,649	1,269,582
Accumulated other comprehensive loss	(967)	(739)
Accumulated deficit	(1,252,819)	(1,243,334)
Total stockholders' equity	16,863	25,509
Total liabilities and stockholders' equity	$ 21,993	$ 32,210

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Consolidated Balance Sheets [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 167	$ 135
Convertible preferred stock, par value (USD per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	1,000,000	1,000,000
Convertible preferred stock, shares issued	0	0
Convertible preferred stock, shares outstanding	0	0
Common stock, par value (USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	11,200,000	11,200,000
Common stock, shares issued	4,958,000	4,895,000
Common stock, shares outstanding	4,958,000	4,895,000

XML

Consolidated Statements Of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenues:
Software licenses	$ 4,227	$ 4,414
Services	3,713	5,028
Total revenues	7,940	9,442
Cost of revenues:
Cost of software revenues	172	152
Cost of services	3,152	3,341
Total cost of revenues	3,324	3,493
Gross profit	4,616	5,949
Operating expenses:
Research and development	6,901	7,219
Sales and marketing	4,051	4,889
General and administrative	3,618	3,501
Total operating expenses	14,570	15,609
Operating loss	(9,954)	(9,660)
Other income (loss):
Interest income, net	86	76
Other income (loss), net	431	(1,824)
Total other income (loss)	517	(1,748)
Loss before income taxes	(9,437)	(11,408)
Provision for income taxes	(48)	(29)
Net loss	(9,485)	(11,437)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	2	177
Foreign currency translation reclassified into earnings for discontinued foreign subsidiaries	(230)	(183)
Comprehensive loss	$ (9,713)	$ (11,443)
Earnings per share, basic and diluted:
Basic and diluted net loss per share	$ (1.93)	$ (2.36)
Shares used in computing:
Weighted average shares-basic and diluted	4,924	4,857

XML

Consolidated Statements Of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Total
Balances, value at Dec. 31, 2014		$ 1,268,243	$ (733)	$ (1,231,897)	$ 35,613
Balances, shares at Dec. 31, 2014	4,832
Net loss				(11,437)	(11,437)
Other comprehensive income (loss)			(6)		(6)
Stock-based compensation		1,064			1,064
Issuance of common stock from restricted stock award, shares	9
Issuance of common stock from restricted stock award, value
Issuance of common stock under employee stock purchase plan, shares	54
Issuance of common stock under employee stock purchase plan, value		275			275
Issuance of common stock from exercise of options, shares
Issuance of common stock from exercise of options, value
Balances, shares at Dec. 31, 2015	4,895				4,895
Balances, value at Dec. 31, 2015		1,269,582	(739)	(1,243,334)	$ 25,509
Net loss				(9,485)	(9,485)
Other comprehensive income (loss)			(228)		(228)
Stock-based compensation		875			875
Issuance of common stock from restricted stock award, shares	23
Issuance of common stock from restricted stock award, value
Issuance of common stock under employee stock purchase plan, shares	38
Issuance of common stock under employee stock purchase plan, value		181			181
Issuance of common stock from exercise of options, shares	2
Issuance of common stock from exercise of options, value		11			$ 11
Balances, shares at Dec. 31, 2016	4,958				4,958
Balances, value at Dec. 31, 2016		$ 1,270,649	$ (967)	$ (1,252,819)	$ 16,863

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (9,485)	$ (11,437)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	41	77
Stock-based compensation	875	1,064
Provision (Benefit) of receivable reserves	37	(9)
(Gain) Loss on deconsolidation of a fully-owned subsidiary	(230)	(183)
Changes in operating assets and liabilities:
Accounts receivable	818	1,544
Prepaids and other	(88)	21
Other non-current assets	(4)	51
Accounts payable and accrued expenses	(469)	(62)
Unearned revenue and deferred maintenance	(918)	406
Other noncurrent liabilities	(184)	144
Net cash used for operating activities	(9,607)	(8,384)
Cash flows from investing activities:
Purchase of property and equipment	(14)	(16)
Purchase of short-term investment	(10,666)	(21,931)
Maturities of short-term investment	22,223	14,538
Net cash provided by (used for) by investing activities	11,543	(7,409)
Cash flows from financing activities:
Proceeds from issuance of common stock, net	181	275
Proceeds from exercise of common stock options, net	11
Net cash provided by financing activities	192	275
Effect of exchange rates on cash and cash equivalents	2	177
Net increase (decrease) in cash and cash equivalents	2,130	(15,341)
Cash and cash equivalents at beginning of year	9,600	24,941
Cash and cash equivalents at end of year	11,730	9,600
Supplemental cash flows disclosures:
Cash paid for income taxes	$ 6	$ 1

XML

Organization And Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

Organization And Summary Of Significant Accounting Policies [Abstract]

Organization And Summary Of Significant Accounting Policies

Note 1---Organization and Summary of Significant Accounting Policies

Nature of Business

BroadVision, Inc. (collectively with its subsidiaries, "BroadVision" or "we") was incorporated in the state of Delaware on May 13, 1993, and has been a publicly traded corporation since 1996. We develop, market, and support enterprise portal applications that enable companies to unify their e-business infrastructure and conduct both interactions and transactions with employees, partners, and customers through a personalized self-service model that increases revenues, reduces costs, and improves productivity.

 Principles of Consolidation 

The accompanying Consolidated Financial Statements include our and our subsidiaries’ accounts. All significant intercompany accounts and transactions have been eliminated in consolidation.

 Use of Estimates 

The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make certain assumptions and estimates that affect reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate the reasonableness of our estimates, including those related to receivable reserves, stock-based compensation, investments and income taxes, as well as contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates using different assumptions or conditions. We believe the following significant accounting policies reflect the more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

 Revenue Recognition

Overview

Our revenue consists of fees for licenses of our software products, maintenance, consulting services and training.

Our revenue recognition policies comply with Accounting Standards Codification ASC 985-605, Software: Revenue Recognition, and Staff Accounting Bulletin SAB 104, Revenue Recognition. In October 2009, the FASB amended the accounting standards in Accounting Standards Update ("ASU") 2009-13 (an update to ASC 605-25) ("ASU 2009-13") for certain multiple deliverable revenue arrangements to: 1) provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated; 2) require an entity to allocate revenue in an arrangement using best estimated selling price ("BESP") of deliverables if a vendor does not have VSOE of selling price or third-party evidence ("TPE") of selling price; and 3) eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

We recognize revenue when all four of the following revenue recognition criteria have been met:

• Persuasive evidence of an arrangement exists;

• We have delivered the product or performed the service;

• The fee is fixed or determinable; and

• Collection is probable.

We qualify the second of the above listed criteria differently for different types of revenues, as follows.

Software License Revenue, Non-Subscription and Non-Hosted Products

Delivery of non-subscription and non-hosted software products is considered to have occurred when title to the physical media and risk of loss have been transferred to the customer, which generally occurs when media containing the licensed programs is provided to a common carrier. In case of electronic delivery, delivery occurs when the customer is given access to the licensed programs. For products that cannot be used without a licensing key, the delivery requirement is met when the licensing key is made available to the customer.  We do not grant a right of return for non-subscription or non-hosted software products.  We recognize revenue upon delivery of our software.

Software License Revenue, Subscription Products or Hosted Products

Although we made the software available to the customer at a particular point in time, the delivery of subscription software products (such as QuickSilver) and hosted software products (such as Vmoso, Clearvale and Clear) is considered to have occurred ratably over the duration of the contract.  We recognize revenue ratably over the contract periods.

Services Revenues

Consulting services revenues and training revenues are recognized as such services are performed.  These services are not essential to the functionality of the software. We record reimbursements from our customers for out-of-pocket expenses as an increase to services revenues.

Maintenance revenue, which includes revenue that is derived from software license agreements that entitle the customers to technical support and future unspecified enhancements to our products, is recognized ratably over the related agreement period, which time period is generally twelve months.

Cash and Cash Equivalents, and Short-term Investments

We consider all debt with remaining maturities of three months or less at the date of purchase to be cash equivalents. Short-term investments consist of debt that has a remaining maturity of less than one year as of the date of the balance sheet.

Management determines the appropriate classification of short-term investments at the time of purchase and evaluates such designation as of each balance sheet date. All short-term investments to date have been classified as held-to-maturity and carried at amortized cost, which approximates fair market value, on our Consolidated Balance Sheets. Our held-to-maturity securities did not have any gross unrealized gains and losses as of December 31, 2016 and 2015, respectively.  Our short-term investments’ contractual maturities occur before July 2017.  Total interest income during fiscal years 2016 and 2015 was $86,000 and $76,000, respectively.

Research and Development and Software Development Costs

ASC 985-20, Cost of Software to be Sold, Leased, or Marketed ("ASC 985-20"), requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on our product development process, technological feasibility is established upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expenses in the period incurred.

 Advertising Costs

Advertising costs are expensed as incurred. Advertising expense, which is included in sales and marketing expense in the accompanying Consolidated Statements of Comprehensive Loss, amounted to $46,000 and $22,000 in 2016 and 2015, respectively.

Receivable Reserves

                 Occasionally, our customers experience financial difficulty after we recognize the revenue but before payment has been received. We maintain receivable reserves for estimated losses resulting from the inability of our customers to make required payments. Our normal payment terms are generally 30 to 90 days from the invoice date. If the financial condition of our customers were to deteriorate, resulting in their inability to make the contractual payments, additional reserves may be required. Losses from customer receivables in the two-year period ended December 31, 2016, have not been significant. If all efforts to collect a receivable fail, and the receivable is considered uncollectible, such receivable would be written off against the receivable reserve.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. We maintain our cash and cash equivalents and short-term investments with high-quality institutions. Our management performs ongoing credit evaluations of our customers and requires certain of these customers to provide security deposits or letters of credit.

Cash deposits and cash equivalents in foreign countries of approximately $1.8 million and $3.4 million on December 31, 2016 and 2015, respectively, are subject to local banking laws and may bear higher or lower risk than cash deposited in the United States. As part of our cash and investment management processes, we perform periodic evaluations of the credit standing of the financial institutions and we have not sustained any credit losses from instruments held at these financial institutions. From time to time, our financial instruments maintained in our foreign subsidiaries may be subject to political risks or instability that may arise in foreign countries where we operate.

For the year ended December 31, 2016, Indian Railways Catering and Tourism Corporation Limited accounted for 12% of our total revenues. For the year ended December 31, 2015, no customer accounted for more than 10% of our total revenues.

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives (generally two years for software, three years for computer equipment and four years for furniture and fixtures). Leasehold improvements are amortized over the lesser of the remaining life of the lease term or their estimated useful lives.

Maintenance and repairs are charged to operations as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in operations in the period realized.

Fair Value of Financial Instruments

                We adopted the provisions of ASC 820-10, Fair Value Measurement ("ASC 820-10 ").  ASC 820-10 establishes a framework for measuring fair value and requires disclosures about fair value measurements by establishing a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

• Level 1 – Quoted prices in active markets for identical assets or liabilities.

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

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

We measure the following financial assets at fair value on a recurring basis. The fair value of these financial assets as of December 31, 2016 and 2015 (in thousands) were as follows

			Fair Value at  Reporting Date Using
				Quoted
				Prices in
				Active			Significant
				Markets for			Other		Significant
				Identical			Observable	Unobservable
	December 31,			Assets			Inputs	Inputs
	2016			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents:
Cash	$	3,664		$	3,664	$	-	$	-
Money market funds		8,066			8,066		-		-
Total cash and cash equivalents	$	11,730		$	11,730	$	-	$	-
Fixed income securities
Corporate bonds - financial	$	2,201		$	-	$	2,201	$	-
Corporate bonds - industrial		2,275			-		2,275		-
U.S. Treasury Securities		3,498			-		3,498		-
Total fixed income securities	$	7,974		$	-	$	7,974	$	-

			Fair Value at  Reporting Date Using
				Quoted
				Prices in
				Active			Significant
				Markets for			Other		Significant
				Identical		Observable		Unobservable
	December 31,			Assets		Inputs		Inputs
	2015			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents:
Cash	$	8,909		$	8,909	$	-	$	-
Money market funds		691			691		-		-
Total cash and cash equivalents	$	9,600		$	9,600	$	-	$	-
Fixed income securities
Corporate bonds - financial	$	3,267		$	-	$	3,267	$	-
Corporate bonds - industrial		5,051			-		5,051		-
U.S. Treasury Securities		2,488			-		2,488		-
Certificates of deposit		8,725			-		8,725		-
Total fixed income securities	$	19,531		$	-	$	19,531	$	-

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

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

Employee Benefit Plans

     Amended and Restated 2006 Equity Incentive Plan: At our 2006 annual meeting held on August 8, 2006, our stockholders approved the adoption of our 2006 Equity Incentive Plan (the "Equity Plan"). At that time, our 1996 Equity Incentive Plan (the "Prior Equity Plan") was terminated and replaced by the Equity Plan. On January 21, 2009, our Board of Directors adopted the Amended and Restated BroadVision, Inc. 2006 Equity Incentive Plan (the "Amended and Restated Plan"), which was subsequently approved by our stockholders on April 30, 2009.  The Amended and Restated Plan includes an "evergreen" provision that provides for automatic annual increases in the number of shares authorized for issuance.  As of December 31, 2016, we had 1,223,824 shares of our Common Stock reserved for issuance under the plan.  In addition, the number of shares of our Common Stock available for issuance under the Plan will automatically increase on January 1st of each year for a period of ten years, commencing on January 1, 2010 and ending on (and including) January 1, 2019. Further, our Board of Directors may grant incentive or nonqualified stock options at prices not less than 100% of the fair market value of our common stock, as determined by the Board of Directors, at the date of grant. The vesting of individual options may vary but in each case at least 20% of the total number of shares subject to vesting will become exercisable per year. These options generally expire ten years after the grant date.

2000 Non-Officer Plan: In February 2000, we adopted our 2000 Non-Officer Plan under which 106,666 shares of common stock were reserved for issuance to selected employees, consultants, and our affiliates who are not Officers or Directors. As of December 31, 2016, we had 72,625 shares available for issuance under the 2000 Non-Officer Plan. Under the 2000 Non-Officer Plan, we may grant non-statutory stock options at prices not less than 85% of the fair market value of our common stock at the date of grant. Options granted under the 2000 Non-Officer Plan generally vest over two years and are exercisable for not more than ten years.

Employee Stock Purchase Plan: We also have a compensatory Employee Stock Purchase Plan (the "Purchase Plan") that enables employees to purchase, through payroll deductions, shares of our common stock at a discount from the market price of the stock at the time of purchase.

As of December 31, 2016, we had 92,207 shares available for issuance under the Purchase Plan. The Purchase Plan permits eligible employees to purchase common stock with a value equivalent to a percentage of the employee's earnings, not to exceed the lesser of 15% of the employee's earnings or $25,000 under Section 423(b)(8) of the Internal Revenue Code of 1986, at a price equal to the lesser of 85% of the fair market value of the common stock on the date of the offering or the date of purchase. In accordance with ASC 718-10, Compensation – Stock Compensation ("ASC 718-10"), we record stock-based compensation expense related to the fair value of the employee purchase rights in our Consolidated Statements of Comprehensive Loss.  During 2016 and 2015, we received a total of $181,000 and $275,000, respectively, primarily from the purchase of shares under the Purchase Plan.

Stock-Based Compensation

Under the fair value recognition provisions of ASC 718-10, share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense, net of estimated pre-vesting forfeitures, ratably over the vesting period of the award. In addition, the adoption of ASC 718-10 requires additional accounting related to the income tax effects and disclosure regarding the cash flow effects resulting from share-based payment arrangements. Calculating share-based compensation expense requires the input of highly subjective assumptions, including the expected term of the share-based awards, stock price volatility, dividend yield, risk free interest rates, and pre-vesting forfeitures. The assumptions used in calculating the fair value of stock-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected pre-vesting forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, our share-based compensation expense could be significantly different from what we have recorded in the current period. The total amount of stock-based compensation expense recognized during the years ended December 31, 2016 and 2015, is as follows (in thousands):

	Years Ended December 31,
	2016		2015
Cost of services	$	127	$	162
Research and development		272		309
Sales and marketing		297		355
General and administrative		179		238
	$	875	$	1,064

 We adopted the alternative transition method for calculating the tax effects of stock-based compensation pursuant to ASC 718-10. The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool ("APIC pool") related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of ASC 718-10.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model based on assumptions noted in the following table below. The expected term of our options represents the period that our stock-based awards are expected to be outstanding based on the simplified method provided for in SAB 107, as amended by SAB No. 110, Share-Based Payment. Because we do not have sufficient historical exercise data, we used the simplified method for estimating the stock option expected term.  The risk-free interest rate for periods related to the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of grant.  The expected volatility is based on historical volatilities of our stock over the expected life of the option.  The expected dividend yield is zero, as we do not anticipate paying dividends in the near future.

The following assumptions were used to determine stock-based compensation during the years ended December 31, 2016 and 2015: 

	Years Ended December 31,
	2016		2015
Expected volatility	67	%	59	%
Expected dividends	0	%	0	%
Expected term (in years)	6.25	year	6.25	year
Risk free interest rate	1.5	%	2	%

  The following assumptions were used to determine the expense related to the Employee Stock Purchase Plan:

	Years Ended December 31,
	2016		2015
Expected volatility	45	%	22	%
Weighted average volatility	42	%	29	%
Risk-free interest rate	0.2	%	0	%
Expected term (in years)	1	year	1	year
Expected dividend yield	0	%	0	%

The weighted-average fair value of the purchase rights granted in the years ended December 31, 2016 and 2015, were $1.50 and $1.40, respectively.

Earnings Per Share Information

Basic loss per share is computed using the weighted-average number of shares of common stock outstanding. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding and, when dilutive, common equivalent shares from outstanding stock options using the treasury stock method. The following table sets forth the basic and diluted net loss per share computational data for the periods presented (in thousands, except per share amounts):  

	Years Ended December 31,
	2016		2015
Net loss	$	(9,485)	$	(11,437)
Weighted-average common shares outstanding used to compute basic and diluted net loss per share		4,924		4,857
Basic and diluted net loss per share	$	(1.93)	$	(2.36)

Foreign Currency Transactions

The functional currencies of all foreign subsidiaries are the local currencies of the respective countries.  Assets and liabilities of these subsidiaries are translated into U.S. dollars at the balance sheet date. Income and expense items are translated at average exchange rates for the period. Foreign exchange gains and losses resulting from the remeasurement of foreign currency assets and liabilities are included as other income, net in the Consolidated Statements of Comprehensive Loss.   For the years ended December 31, 2016 and 2015, translation loss was $228,000 and $6,000, respectively, and is included in other comprehensive loss account in the Consolidated Statements of Stockholder's Equity.

Discontinued Foreign Subsidiary

In September 2016, we completed the sale of BroadVision Scandinavia AB. The total sale price was $10,000, of which the Company received cash payment of $7,500 in 2016, and the remainder is to be paid in 2017 as stipulated in the underlying agreement.Based on the assets and liabilities attributed to BroadVision Scandinavia AB on the date of the sale, and the estimated costs and expenses incurred in connection with the sale, the Company recorded a gain of $230,000 in the consolidated statement of comprehensive loss for the year ended December 31, 2016.

In January 2015, we wound down the operations of BroadVision B.V.. Based on the assets and liabilities attributed to BroadVision B.V. on the date the legal entity was closed, the Company recorded a gain of $183,000 in the consolidated statement of comprehensive loss for the year ended December 31, 2015.

Comprehensive Loss

Comprehensive loss includes net loss and other comprehensive loss, which consist of cumulative translation adjustments. Total accumulated other comprehensive loss is displayed as a separate component of Consolidated Statement of Stockholder's Equity in the accompanying Consolidated Balance Sheets. The accumulated balance of other comprehensive loss, consisting of foreign currency translation adjustment and foreign currency translation reclassification upon sale of foreign subsidiary, net of taxes is as follows (in thousands):

	Accumulated
	Other
	Comprehensive
	Loss
Balance, December 31, 2015	$	(739)
Foreign currency translation adjustment		2
Foreign currency translation reclassified into earnings upon sale of foreign subsidiary		(230)
Balance, December 31, 2016	$	(967)

Income Taxes and Deferred Tax Assets

Income taxes are computed using an asset and liability approach in accordance with ASC 740-10, Income Taxes ("ASC 740-10"), which requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, is not expected to be realized.

We analyze our deferred tax assets with regard to potential realization. We have established a valuation allowance on our deferred tax assets to the extent that management has determined that it is more likely than not that some portion or all of the deferred tax asset will not be realized based upon the uncertainty of their realization. We consider the effects of estimated future taxable income, current economic conditions and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance.

 Segment and Geographic Information

We operate in one segment, electronic commerce business solutions. Our CEO is our chief operating decision maker. The CEO reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geographic region and by product for purposes of making operating decisions and assessing financial performance.

Comparative Figures

Certain comparative figures have been reclassified to conform to the current year presentation.  These reclassifications had no effect on net income, total assets or cash flow

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), which amended the existing accounting standards for revenue recognition and will supersede most existing revenue recognition guidance under U.S. GAAP. ASU 2014-09 establishes principles to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for us using either of two methods: (i) retrospective application of ASU 2014-09 to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective application of ASU 2014-09 with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, with early adoption permitted but not earlier than the original effective date. Accordingly, the updated standard is effective for us in the first quarter of fiscal 2018 and we do not plan to early adopt. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. While we are continuing to assess all potential impacts of the new standard, we currently believe the most significant impact relates to our accounting for arrangements that include term-based software licenses bundled with maintenance and support. Undercurrent GAAP, the revenue attributable to these software licenses is recognized ratably over the term of the arrangement because VSOE does not exist for the undelivered maintenance and support element as it is not sold separately. The requirement to have VSOE for undelivered elements to enable the separation of revenue for the delivered software licenses is eliminated under the new standard. Accordingly, under the new standard we will be required to recognize as revenue a portion of the arrangement fee upon delivery of the software license. While we currently expect revenue related to our professional services and cloud offerings for business enterprises, individuals and teams to remain substantially unchanged, we are still in the process of evaluating the impact of the new standard on these arrangements. Due to the complexity of certain of our contracts, the actual revenue recognition treatment required under the new standard for these arrangements may be dependent on contract-specific terms and vary in some instances.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40). The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. ASU 2014-15 will be effective for the company beginning in the first quarter of fiscal 2017. The Company does not believe that the adoption of this guidance will have a material impact on its Consolidated Financial Statements.

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

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in the first quarter of fiscal 2017. Early application is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. We believe the new standard will cause volatility in our effective tax rates and diluted earnings per share due to the tax effects related to share-based payments being recorded to the income statement. The volatility in future periods will depend on our stock price at the awards’ vest dates and the number of awards that vest in each period. Further, we will not elect an accounting policy change to record forfeitures as they occur and will continue to estimate forfeitures at each period.

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Property and Equipment

12 Months Ended

Dec. 31, 2016

Property and Equipment [Abstract]

Property and Equipment

Note 2---Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2016		2015
Furniture and fixtures	$	159	$	158
Computer and software		2,174		2,177
Leasehold improvements		179		178
Total property and equipment		2,512		2,513
Less accumulated depreciation and amortization		(2,452)		(2,426)
Property and equipment, net	$	60	$	87

 Depreciation and amortization expense for the years ended December 31, 2016 and 2015 was $41,000 and $77,000, respectively. We retired zero and $69,000 in fully depreciated property and equipment in 2016 and 2015, respectively.

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Accrued Expenses

12 Months Ended

Dec. 31, 2016

Accrued Expenses [Abstract]

Accrued Expenses

Note 3---Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2016		2015
Employee benefits	$	568	$	615
Income tax		297		278
Sales and other taxes		158		144
Commissions and bonuses		243		298
Deferred rent		111		89
Other		489		737
Total accrued expenses	$	1,866	$	2,161

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Other Non-Current Liabilities

12 Months Ended

Dec. 31, 2016

Other Non-Current Liabilities [Abstract]

Other Non-Current Liabilities

Note 4---Other Non-Current Liabilities

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

	December 31,
	2016		2015
Deferred maintenance and unearned revenue	$	223	$	301
Other		511		617
Total other non-current liabilities	$	734	$	918

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Income Taxes

12 Months Ended

Dec. 31, 2016

Income Taxes [Abstract]

Income Taxes

Note 5---Income Taxes

  Losses before income taxes as follows (in thousands):

	Years Ended December 31,
	2016		2015
Domestic	$	(7,812)	$	(10,223)
Foreign		(1,625)		(1,185)
Loss before income taxes	$	(9,437)	$	(11,408)

The components of benefit/(expense) for income taxes are as follows (in thousands):

	Years Ended December 31,
	2016		2015
Current:
Federal	$	-	$	4
State		(4)		(1)
Foreign		(44)		(32)
Total current		(48)		(29)
Deferred:
Federal		(1,422)		(3,871)
State		(336)		1,186
Foreign		318		461
Total deferred		(1,440)		(2,224)
Valuation allowance		1,440		2,224
Provision for income taxes	$	(48)	$	(29)

The differences between the benefit/(expense) for income taxes computed at the federal statutory rate of 35% and our actual income tax expensefor the periods presented are as follows (in thousands):

	Years Ended December 31,
	2016		2015
Expected income tax benefit	$	3,303	$	3,993
Expected state income taxes expense, net of federal tax benefit		216		(771)
Research and development credit		169		147
Foreign taxes and foreign loss not benefited		(925)		(904)
Change in valuation allowance		(1,440)		(2,224)
Stock-based compensation		(78)		(198)
True-ups		(51)		(155)
Unrealized tax benefits		(7)		154
Unrealized loss from foreign investments		(1,226)		-
Others		(9)		(71)
Provision for income taxes	$	(48)	$	(29)

The individual components of our deferred tax assets are as follows (in thousands):

	Years Ended December 31,
	2016		2015
Deferred tax assets:
Depreciation and amortization	$	72	$	265
Accrued, allowance and others		3,166		3,085
Net operating losses		207,270		204,693
Tax credits		8,731		8,407
Unrealized losses on marketable securities		-		1,349
Total deferred tax assets		219,239		217,799
Less: valuation allowance		(219,239)		(217,799)
Net deferred tax assets	$	-	$	-

We have provided a valuation allowance for all of our deferred tax assets as of December 31, 2016 and 2015, due to the uncertainty regarding their future realization. The total valuation allowance increased $1,440,000 from December 31, 2015 to December 31, 2016.  

As of December 31, 2016, we had federal and state net operating loss ("NOL") carryforwards of approximately $578,378,000 and $30,946,000available to offset future regular and alternative minimum taxable income. The NOLs include deductions for stock-based compensation for which a benefit would be recorded in additional paid-in capital when realized of $2,652,000 and $1,908,000 respectively.   Our federal net operating loss carryforwards expire in various years from 2018 through 2036, if not used. The state net operating loss carryforwards expire in various years from 2031 to 2036, if not used.

Due to the projected loss for the year with a full valuation allowance against its deferred tax assets, there is no tax impact for 2015 and 2016. As of December 31, 2016, we had federal and state research and development credit carryforwards of approximately $6,789,000 and $6,003,000, respectively, available to offset future tax liabilities.  The federal tax credit carryforwards expire in the tax years from 2018 through 2036, if not utilized. The state research and development credits can be carried forward indefinitely.

Federal and state tax laws impose substantial restrictions on the utilization of net operating loss (“NOL”) and credit carryforwards in the event of an "ownership change" for tax purposes, as defined in IRC Section 382. Based on a high-level ownership change analysis performed each year, management concluded that there were no ownership changes through December 31, 2016.  

 We follow the provision of ASC 740-10-25, Income Taxes: Recognition ("ASC 740-10-25"). Our total amount of unrecognized tax benefits as of December 31, 2016  and 2015 were $2,880,000 and $2,800,000, respectively. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate were $160,000and $160,000as of December 31, 2016 and 2015, respectively.

We recognize interest and penalties accrued related to unrecognized tax benefits in our provision for income taxes. During the years ended December 31, 2016 and 2015, respectively, we did not recognize any interest and penalties.

A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits for the year ended December 31, 2016 is as follows (in thousands):

Balance at January 1, 2016	$	2,800
Additions based on tax provisions related to the current year		112
Additions for tax provisions of prior year		-
Lapse of the statute of limitation		(32)
Balance at December 31, 2016	$	2,880

We are subject to taxation in the United States and various foreign jurisdictions. Our tax years 1998 and forward remain open in several jurisdictions due to the NOL carryforward from those tax years.  

It is possible that the amount of our liability for unrecognized tax benefits may change within the next 12 months.  However, an estimate of the range of possible changes cannot be made at this time.

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Commitments And Contingencies

12 Months Ended

Dec. 31, 2016

Commitments And Contingencies [Abstract]

Commitments And Contingencies

Note 6---Commitments and Contingencies

Warranties and Indemnification

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

Our perpetual software license agreements typically provide for indemnification of customers for intellectual property infringement claims caused by use of a current release of our software consistent with the terms of the license agreement. The term of these indemnification clauses is generally perpetual. The potential future payments we could be required to make under these indemnification clauses is generally limited to the amount the customer paid for the software. Historically, costs related to these indemnification provisions have been immaterial. We also maintain liability insurance that limits our exposure. As a result, we believe the potential liability of these indemnification clauses is minimal. We rarely have litigation initiated against us by customers.

We entered into agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer is, or was, serving in such capacity. The term of the indemnification period is for so long as such officer or director is subject to an indemnifiable event by reason of the fact that such person was serving in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements may be unlimited; however, we have a director and officer insurance policy that limits our exposure and enables us to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is insignificant. Accordingly, we have no liabilities recorded for these agreements as of December 31, 2016 and 2015. We assess the need for an indemnification reserve on a quarterly basis and there can be no guarantee that an indemnification reserve will not become necessary in the future.

Leases

We lease our headquarters facility and our other facilities under noncancelable operating lease agreements expiring through the year 2018. Under the terms of the agreements, we are required to pay property taxes, insurance and normal maintenance costs.

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

	Operating
	Leases
Years ending December 31,
2017		953
2018		420
2019		40
2020		-
2021 and thereafter		-
Total minimum lease payments	$	1,413

Rent expense for the year ended December 31, 2016,  was $1,300,000, same as for the year ending December 31, 2015.

Legal Proceedings

We are subject from time to time to various legal actions and other claims arising in the ordinary course of business. We are not presently a party to any material legal proceedings.

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Stockholders' Equity

12 Months Ended

Dec. 31, 2016

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 7---Stockholders' Equity

 Convertible Preferred Stock

As of December 31, 2016, there were no outstanding shares of convertible preferred stock.  Our Board of Directors and our stockholders have authorized 1,000,000 shares of convertible preferred stock that are available for issuance.

Common Stock

As of December 31, 2016, we had reserved 385,666common shares for future issuance upon the exercise of stock options.

	Year Ended December 31, 2016
			Weighted-		Weighted-
			Average		Average
			Exercise		Remaining		Aggregate
		Options	Price		Contractual		Intrinsic
		(000's)	Per Share		Term (Years)		Value
Outstanding at beginning of year		734	$	9.06
Granted		10	$	4.70
Exercised		(2)	$	6.01			$	-
Forfeited		(45)	$	6.76
Expired		(30)	$	9.96
Outstanding at end of year		667	$	9.12		6.71	$	-
Options exercisable at end of year		481	$	9.87		6.31	$	-
Options vested and expected to vest at end of year		635	$	9.25		0.20	$	-

The weighted-average fair market value per share of options granted under our stock option plans during fiscal 2016 and 2015 was $2.90 and $3.20, respectively.

We granted 16,965shares of restricted stock to the non-employee members of our Board of Directors and Board of Directors’ advisorin 2016 and recorded a stock-based compensation expense of $92,000.  We granted 10,832 shares of restricted stock to the non-employee members of our Board of Directors in 2015, and recorded a stock-based compensation expense of $63,000. The restricted stock of our Board of Directors will vest over a one-year period measured from the date of the annual meeting of stockholders with one quarter of the shares included in such Director Grant vesting on each of the dates that are three months, six months, nine months and twelve months from the annual meeting, so long as each board member continues to serve as a member of our board of directors on such vesting date.

As of December 31, 2016, total unrecognized compensation cost related to unvested stock options was$732,000, which is expected to be recognized over the remaining weighted-average vesting periods of 1 year. During the year ended December 31, 2016 and 2015, we have received cash of $192,000 and $275,000, respectively from the employee stock purchases and exercise of stock options.  

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Geographic, Segment And Significant Customer Information

12 Months Ended

Dec. 31, 2016

Geographic, Segment and Significant Customer Information [Abstract]

Geographic, Segment and Significant Customer Information

Note 8---Geographic, Segment and Significant Customer Information

We operate in one segment: electronic business solutions. Our reportable segment includes our facilities in North and South America (Americas), Europe and Asia Pacific and the Middle East (Asia/Pacific). Our chief operating decision maker is considered to be the CEO. The CEO reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geographic region and by product for purposes of making operating decisions and assessing financial performance. The disaggregated revenue information reviewed by the CEO is as follows (in thousands):

	Years Ended December 31,
	2016		2015
Software licenses	$	4,227	$	4,414
Consulting services		1,521		2,056
Maintenance		2,192		2,972
Total revenues	$	7,940	$	9,442

We sell our products and provide global services through a direct sales force and through a channel of independent distributors, value-added resellers ("VARs") and Application Service Providers ("ASPs"). In addition, the sales of our products are promoted through independent professional consulting organizations known as systems integrators ("SIs"). We provide global services through our BroadVision Global Services organization and indirectly through distributors, VARs, ASPs, and SIs. We currently operate in three primary geographical territories.

Disaggregated financial information regarding our product and service revenues by geographic region is as follows (in thousands):

	Years Ended December 31,
	2016		2015
Americas	$	3,665	$	3,903
Europe		1,320		2,149
Asia/Pacific		2,955		3,390
Total revenues	$	7,940	$	9,442

In 2016, license sales through independent distributors, VARs, ASPs, and SIs became significant.  Although it was immaterial in the Americas and Europe, license sales via these channels accounted for 62% in Asia Pacific in 2016.

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Related Party Transactions

12 Months Ended

Dec. 31, 2016

Related Party Transactions [Abstract]

Related Party Transactions

Note 9---Related Party Transactions

On November 14, 2008, BroadVision (Delaware) LLC, a Delaware limited liability company (“BVD”), which was then our wholly owned subsidiary, entered into a Share Purchase Agreement with CHRM LLC, a Delaware limited liability company, that is controlled by Dr. Pehong Chen, our CEO and largest stockholder and in which our CFO, Peter Chu holds a minority interest. We and CHRM LLC then entered into an Amended and Restated Operating Agreement of BroadVision (Delaware) LLC dated as of November 14, 2008 (the “BVD Operating Agreement”). Under these agreements, CHRM LLC received, in exchange for the assignment of certain intellectual property rights,20Class B Shares of BVD, representing the right to receive a portion of any distribution of Funds from “Capital Transactions” (as such term is defined in the BVD Operating Agreement), with the exact amount to be determined based on our and CHRM LLC’s capital account balances at the time of such distribution. A “capital transaction” under that agreement is any merger or sale of substantially all of the assets of BVD as a result of which the members of BVD willnolonger have an interest in BVD or the assets of BVD will be distributed to its members. Class B Shares do not participate in any profits of BVD except for net profits related to a “capital transaction,” in which case the net profits are allocated to the owners of Class A and Class B Shares in proportion to their respective number of shares. To the extent BVD’s losses do not exceed undistributed net profits accumulated since the date of issuance of Class B Shares, such losses are allocated to Class A Shares. To the extent net losses exceed the undistributed net profits accumulated since the date of issuance of Class B Shares, such excess is allocated to the owners of Class A and Class B Shares in proportion to their respective cumulative capital contributions less any return of capital, until allocation of such losses results in having the capital account balances equal tozero. Then, net losses are allocated to the owners of Class A and Class B Shares in proportion to their respective number of shares. Upon liquidation the net assets of BVD are distributed to the owners of Class A and Class B in proportion to their capital account balances.

BVD is the sole owner of BroadVision (Barbados) Limited (“BVB”) and BVB is the sole owner of BroadVision On Demand, a Chinese entity (“BVOD”). We have invested approximately$9.0million in BVOD (directly and through BVD and BVB). In 2014, we began making payments directly to BVOD for certain labor outsourcing services and expect to continue to pay BVOD for such services at the rate of approximately$500,000per quarter for the foreseeable future. We made aggregate payments to BVOD of $2.0 million and $1.9 million (based on the RMB to USD exchange rates on the applicable dates of payment) for such services in the years ended December 31, 2016 and 2015, respectively. These payments in part covered services rendered outside of the applicable twelve month periods. We have a controlling voting interest in BVD. Pursuant to the terms of the BVD Operating Agreement, the Class B Shares held by CHRM LLC have no voting rights.

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

In April2015, we executed a renewal contract with SINA Corporation of which Dr. Pehong Chen, our CEO and largest stockholder, is a board member through December 2015, pursuant to which we provided HR information management hosting service, including software subscription, system upgrade and technical support, to SINA Corporation.The total license revenue that we were entitled to receive under that contract through its expiration in March 2016 was $184,000.We recognized $46,000 and $176,000 of license revenue related to that contract for the fiscal year 2016 and 2015, respectively.

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Employee Benefit Plan

12 Months Ended

Dec. 31, 2016

Employee Benefit Plan [Abstract]

Employee Benefit Plan

Note 10---Employee Benefit Plan

We provide for a defined contribution employee retirement plan in accordance with section 401(k) of the Internal Revenue Code. Eligible employees are entitled to contribute up to the lower of 100% of their compensation or the IRS annual maximum. The Plan allows for discretionary contributions by us. As of July 1, 2011, we started a discretionary matching contribution.  The amount is equal to a percentage determined annually by our management for the contribution period.  Employees will be eligible for the match after 12 months of service and after completing 1,000 hours of work during the plan year.  Employees must be employed on the last business day of the plan year to be eligible for the match. We have funded $61,000 and $69,000 for the year ended December 31, 2016 and 2015, respectively. 

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2016

Schedule II - Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

			Charged
	Balance at		(Credited) to				Balance at
	Beginning of		Costs and				End of
	Period		Expenses		Deductions(1)		Period
Receivable reserves:
Year  Ended December 31, 2016	$	135	$	32	$	-	$	167
Year  Ended December 31, 2015	$	213	$	-	$	(78)	$	135

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Orgnaization And Summary Of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Organization And Summary Of Significant Accounting Policies [Abstract]

Nature of Business

Nature of Business

BroadVision, Inc. (collectively with its subsidiaries, "BroadVision" or "we") was incorporated in the state of Delaware on May 13, 1993, and has been a publicly traded corporation since 1996. We develop, market, and support enterprise portal applications that enable companies to unify their e-business infrastructure and conduct both interactions and transactions with employees, partners, and customers through a personalized self-service model that increases revenues, reduces costs, and improves productivity.

Principles of Consolidation

 Principles of Consolidation 

The accompanying Consolidated Financial Statements include our and our subsidiaries’ accounts. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

 Use of Estimates 

The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make certain assumptions and estimates that affect reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate the reasonableness of our estimates, including those related to receivable reserves, stock-based compensation, investments and income taxes, as well as contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates using different assumptions or conditions. We believe the following significant accounting policies reflect the more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

Revenue Recognition

 Revenue Recognition

Overview

Our revenue consists of fees for licenses of our software products, maintenance, consulting services and training.

Our revenue recognition policies comply with Accounting Standards Codification ASC 985-605, Software: Revenue Recognition, and Staff Accounting Bulletin SAB 104, Revenue Recognition. In October 2009, the FASB amended the accounting standards in Accounting Standards Update ("ASU") 2009-13 (an update to ASC 605-25) ("ASU 2009-13") for certain multiple deliverable revenue arrangements to: 1) provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated; 2) require an entity to allocate revenue in an arrangement using best estimated selling price ("BESP") of deliverables if a vendor does not have VSOE of selling price or third-party evidence ("TPE") of selling price; and 3) eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

We recognize revenue when all four of the following revenue recognition criteria have been met:

• Persuasive evidence of an arrangement exists;

• We have delivered the product or performed the service;

• The fee is fixed or determinable; and

• Collection is probable.

We qualify the second of the above listed criteria differently for different types of revenues, as follows.

Software License Revenue, Non-Subscription and Non-Hosted Products

Delivery of non-subscription and non-hosted software products is considered to have occurred when title to the physical media and risk of loss have been transferred to the customer, which generally occurs when media containing the licensed programs is provided to a common carrier. In case of electronic delivery, delivery occurs when the customer is given access to the licensed programs. For products that cannot be used without a licensing key, the delivery requirement is met when the licensing key is made available to the customer.  We do not grant a right of return for non-subscription or non-hosted software products.  We recognize revenue upon delivery of our software.

Software License Revenue, Subscription Products or Hosted Products

Although we made the software available to the customer at a particular point in time, the delivery of subscription software products (such as QuickSilver) and hosted software products (such as Vmoso, Clearvale and Clear) is considered to have occurred ratably over the duration of the contract.  We recognize revenue ratably over the contract periods.

Services Revenues

Consulting services revenues and training revenues are recognized as such services are performed.  These services are not essential to the functionality of the software. We record reimbursements from our customers for out-of-pocket expenses as an increase to services revenues.

Maintenance revenue, which includes revenue that is derived from software license agreements that entitle the customers to technical support and future unspecified enhancements to our products, is recognized ratably over the related agreement period, which time period is generally twelve months.

Cash and Cash Equivalents, and Short-term Investments

Cash and Cash Equivalents, and Short-term Investments

We consider all debt with remaining maturities of three months or less at the date of purchase to be cash equivalents. Short-term investments consist of debt that has a remaining maturity of less than one year as of the date of the balance sheet.

Management determines the appropriate classification of short-term investments at the time of purchase and evaluates such designation as of each balance sheet date. All short-term investments to date have been classified as held-to-maturity and carried at amortized cost, which approximates fair market value, on our Consolidated Balance Sheets. Our held-to-maturity securities did not have any gross unrealized gains and losses as of December 31, 2016 and 2015, respectively.  Our short-term investments’ contractual maturities occur before July 2017.  Total interest income during fiscal years 2016 and 2015 was $86,000 and $76,000, respectively.

Research and Development and Software Development Costs

Research and Development and Software Development Costs

ASC 985-20, Cost of Software to be Sold, Leased, or Marketed ("ASC 985-20"), requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on our product development process, technological feasibility is established upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expenses in the period incurred.

Advertising Costs

 Advertising Costs

Advertising costs are expensed as incurred. Advertising expense, which is included in sales and marketing expense in the accompanying Consolidated Statements of Comprehensive Loss, amounted to $46,000 and $22,000 in 2016 and 2015, respectively.

Receivable Reserves

Receivable Reserves

                 Occasionally, our customers experience financial difficulty after we recognize the revenue but before payment has been received. We maintain receivable reserves for estimated losses resulting from the inability of our customers to make required payments. Our normal payment terms are generally 30 to 90 days from the invoice date. If the financial condition of our customers were to deteriorate, resulting in their inability to make the contractual payments, additional reserves may be required. Losses from customer receivables in the two-year period ended December 31, 2016, have not been significant. If all efforts to collect a receivable fail, and the receivable is considered uncollectible, such receivable would be written off against the receivable reserve.

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. We maintain our cash and cash equivalents and short-term investments with high-quality institutions. Our management performs ongoing credit evaluations of our customers and requires certain of these customers to provide security deposits or letters of credit.

Cash deposits and cash equivalents in foreign countries of approximately $1.8 million and $3.4 million on December 31, 2016 and 2015, respectively, are subject to local banking laws and may bear higher or lower risk than cash deposited in the United States. As part of our cash and investment management processes, we perform periodic evaluations of the credit standing of the financial institutions and we have not sustained any credit losses from instruments held at these financial institutions. From time to time, our financial instruments maintained in our foreign subsidiaries may be subject to political risks or instability that may arise in foreign countries where we operate.

For the year ended December 31, 2016, Indian Railways Catering and Tourism Corporation Limited accounted for 12% of our total revenues. For the year ended December 31, 2015, no customer accounted for more than 10% of our total revenues.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives (generally two years for software, three years for computer equipment and four years for furniture and fixtures). Leasehold improvements are amortized over the lesser of the remaining life of the lease term or their estimated useful lives.

Maintenance and repairs are charged to operations as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in operations in the period realized.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

                We adopted the provisions of ASC 820-10, Fair Value Measurement ("ASC 820-10 ").  ASC 820-10 establishes a framework for measuring fair value and requires disclosures about fair value measurements by establishing a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

• Level 1 – Quoted prices in active markets for identical assets or liabilities.

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

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

We measure the following financial assets at fair value on a recurring basis. The fair value of these financial assets as of December 31, 2016 and 2015 (in thousands) were as follows

			Fair Value at  Reporting Date Using
				Quoted
				Prices in
				Active			Significant
				Markets for			Other		Significant
				Identical			Observable	Unobservable
	December 31,			Assets			Inputs	Inputs
	2016			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents:
Cash	$	3,664		$	3,664	$	-	$	-
Money market funds		8,066			8,066		-		-
Total cash and cash equivalents	$	11,730		$	11,730	$	-	$	-
Fixed income securities
Corporate bonds - financial	$	2,201		$	-	$	2,201	$	-
Corporate bonds - industrial		2,275			-		2,275		-
U.S. Treasury Securities		3,498			-		3,498		-
Total fixed income securities	$	7,974		$	-	$	7,974	$	-

			Fair Value at  Reporting Date Using
				Quoted
				Prices in
				Active			Significant
				Markets for			Other		Significant
				Identical		Observable		Unobservable
	December 31,			Assets		Inputs		Inputs
	2015			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents:
Cash	$	8,909		$	8,909	$	-	$	-
Money market funds		691			691		-		-
Total cash and cash equivalents	$	9,600		$	9,600	$	-	$	-
Fixed income securities
Corporate bonds - financial	$	3,267		$	-	$	3,267	$	-
Corporate bonds - industrial		5,051			-		5,051		-
U.S. Treasury Securities		2,488			-		2,488		-
Certificates of deposit		8,725			-		8,725		-
Total fixed income securities	$	19,531		$	-	$	19,531	$	-

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

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

Employee Benefit Plans

Employee Benefit Plans

     Amended and Restated 2006 Equity Incentive Plan: At our 2006 annual meeting held on August 8, 2006, our stockholders approved the adoption of our 2006 Equity Incentive Plan (the "Equity Plan"). At that time, our 1996 Equity Incentive Plan (the "Prior Equity Plan") was terminated and replaced by the Equity Plan. On January 21, 2009, our Board of Directors adopted the Amended and Restated BroadVision, Inc. 2006 Equity Incentive Plan (the "Amended and Restated Plan"), which was subsequently approved by our stockholders on April 30, 2009.  The Amended and Restated Plan includes an "evergreen" provision that provides for automatic annual increases in the number of shares authorized for issuance.  As of December 31, 2016, we had 1,223,824 shares of our Common Stock reserved for issuance under the plan.  In addition, the number of shares of our Common Stock available for issuance under the Plan will automatically increase on January 1st of each year for a period of ten years, commencing on January 1, 2010 and ending on (and including) January 1, 2019. Further, our Board of Directors may grant incentive or nonqualified stock options at prices not less than 100% of the fair market value of our common stock, as determined by the Board of Directors, at the date of grant. The vesting of individual options may vary but in each case at least 20% of the total number of shares subject to vesting will become exercisable per year. These options generally expire ten years after the grant date.

2000 Non-Officer Plan: In February 2000, we adopted our 2000 Non-Officer Plan under which 106,666 shares of common stock were reserved for issuance to selected employees, consultants, and our affiliates who are not Officers or Directors. As of December 31, 2016, we had 72,625 shares available for issuance under the 2000 Non-Officer Plan. Under the 2000 Non-Officer Plan, we may grant non-statutory stock options at prices not less than 85% of the fair market value of our common stock at the date of grant. Options granted under the 2000 Non-Officer Plan generally vest over two years and are exercisable for not more than ten years.

Employee Stock Purchase Plan: We also have a compensatory Employee Stock Purchase Plan (the "Purchase Plan") that enables employees to purchase, through payroll deductions, shares of our common stock at a discount from the market price of the stock at the time of purchase.

As of December 31, 2016, we had 92,207 shares available for issuance under the Purchase Plan. The Purchase Plan permits eligible employees to purchase common stock with a value equivalent to a percentage of the employee's earnings, not to exceed the lesser of 15% of the employee's earnings or $25,000 under Section 423(b)(8) of the Internal Revenue Code of 1986, at a price equal to the lesser of 85% of the fair market value of the common stock on the date of the offering or the date of purchase. In accordance with ASC 718-10, Compensation – Stock Compensation ("ASC 718-10"), we record stock-based compensation expense related to the fair value of the employee purchase rights in our Consolidated Statements of Comprehensive Loss.  During 2016 and 2015, we received a total of $181,000 and $275,000, respectively, primarily from the purchase of shares under the Purchase Plan.

Stock-based Compensation

Stock-Based Compensation

Under the fair value recognition provisions of ASC 718-10, share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense, net of estimated pre-vesting forfeitures, ratably over the vesting period of the award. In addition, the adoption of ASC 718-10 requires additional accounting related to the income tax effects and disclosure regarding the cash flow effects resulting from share-based payment arrangements. Calculating share-based compensation expense requires the input of highly subjective assumptions, including the expected term of the share-based awards, stock price volatility, dividend yield, risk free interest rates, and pre-vesting forfeitures. The assumptions used in calculating the fair value of stock-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected pre-vesting forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, our share-based compensation expense could be significantly different from what we have recorded in the current period. The total amount of stock-based compensation expense recognized during the years ended December 31, 2016 and 2015, is as follows (in thousands):

	Years Ended December 31,
	2016		2015
Cost of services	$	127	$	162
Research and development		272		309
Sales and marketing		297		355
General and administrative		179		238
	$	875	$	1,064

 We adopted the alternative transition method for calculating the tax effects of stock-based compensation pursuant to ASC 718-10. The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool ("APIC pool") related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of ASC 718-10.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model based on assumptions noted in the following table below. The expected term of our options represents the period that our stock-based awards are expected to be outstanding based on the simplified method provided for in SAB 107, as amended by SAB No. 110, Share-Based Payment. Because we do not have sufficient historical exercise data, we used the simplified method for estimating the stock option expected term.  The risk-free interest rate for periods related to the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of grant.  The expected volatility is based on historical volatilities of our stock over the expected life of the option.  The expected dividend yield is zero, as we do not anticipate paying dividends in the near future.

The following assumptions were used to determine stock-based compensation during the years ended December 31, 2016 and 2015: 

	Years Ended December 31,
	2016		2015
Expected volatility	67	%	59	%
Expected dividends	0	%	0	%
Expected term (in years)	6.25	year	6.25	year
Risk free interest rate	1.5	%	2	%

  The following assumptions were used to determine the expense related to the Employee Stock Purchase Plan:

	Years Ended December 31,
	2016		2015
Expected volatility	45	%	22	%
Weighted average volatility	42	%	29	%
Risk-free interest rate	0.2	%	0	%
Expected term (in years)	1	year	1	year
Expected dividend yield	0	%	0	%

The weighted-average fair value of the purchase rights granted in the years ended December 31, 2016 and 2015, were $1.50 and $1.40, respectively.

Earning Per Share Information

Earnings Per Share Information

Basic loss per share is computed using the weighted-average number of shares of common stock outstanding. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding and, when dilutive, common equivalent shares from outstanding stock options using the treasury stock method. The following table sets forth the basic and diluted net loss per share computational data for the periods presented (in thousands, except per share amounts):  

	Years Ended December 31,
	2016		2015
Net loss	$	(9,485)	$	(11,437)
Weighted-average common shares outstanding used to compute basic and diluted net loss per share		4,924		4,857
Basic and diluted net loss per share	$	(1.93)	$	(2.36)

Foreign Currency Translations

Foreign Currency Transactions

The functional currencies of all foreign subsidiaries are the local currencies of the respective countries.  Assets and liabilities of these subsidiaries are translated into U.S. dollars at the balance sheet date. Income and expense items are translated at average exchange rates for the period. Foreign exchange gains and losses resulting from the remeasurement of foreign currency assets and liabilities are included as other income, net in the Consolidated Statements of Comprehensive Loss.   For the years ended December 31, 2016 and 2015, translation loss was $228,000 and $6,000, respectively, and is included in other comprehensive loss account in the Consolidated Statements of Stockholder's Equity.

Discontinued Foreign Subsidiary

Discontinued Foreign Subsidiary

In September 2016, we completed the sale of BroadVision Scandinavia AB. The total sale price was $10,000, of which the Company received cash payment of $7,500 in 2016, and the remainder is to be paid in 2017 as stipulated in the underlying agreement.Based on the assets and liabilities attributed to BroadVision Scandinavia AB on the date of the sale, and the estimated costs and expenses incurred in connection with the sale, the Company recorded a gain of $230,000 in the consolidated statement of comprehensive loss for the year ended December 31, 2016.

In January 2015, we wound down the operations of BroadVision B.V.. Based on the assets and liabilities attributed to BroadVision B.V. on the date the legal entity was closed, the Company recorded a gain of $183,000 in the consolidated statement of comprehensive loss for the year ended December 31, 2015.

Comprehensive Loss

Comprehensive Loss

Comprehensive loss includes net loss and other comprehensive loss, which consist of cumulative translation adjustments. Total accumulated other comprehensive loss is displayed as a separate component of Consolidated Statement of Stockholder's Equity in the accompanying Consolidated Balance Sheets. The accumulated balance of other comprehensive loss, consisting of foreign currency translation adjustment and foreign currency translation reclassification upon sale of foreign subsidiary, net of taxes is as follows (in thousands):

	Accumulated
	Other
	Comprehensive
	Loss
Balance, December 31, 2015	$	(739)
Foreign currency translation adjustment		2
Foreign currency translation reclassified into earnings upon sale of foreign subsidiary		(230)
Balance, December 31, 2016	$	(967)

Income Taxes and Deferred Tax Assets

Income Taxes and Deferred Tax Assets

Income taxes are computed using an asset and liability approach in accordance with ASC 740-10, Income Taxes ("ASC 740-10"), which requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, is not expected to be realized.

We analyze our deferred tax assets with regard to potential realization. We have established a valuation allowance on our deferred tax assets to the extent that management has determined that it is more likely than not that some portion or all of the deferred tax asset will not be realized based upon the uncertainty of their realization. We consider the effects of estimated future taxable income, current economic conditions and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance.

Segment and Geographic Information

 Segment and Geographic Information

We operate in one segment, electronic commerce business solutions. Our CEO is our chief operating decision maker. The CEO reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geographic region and by product for purposes of making operating decisions and assessing financial performance.

Comparative Figures

Comparative Figures

Certain comparative figures have been reclassified to conform to the current year presentation.  These reclassifications had no effect on net income, total assets or cash flow

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), which amended the existing accounting standards for revenue recognition and will supersede most existing revenue recognition guidance under U.S. GAAP. ASU 2014-09 establishes principles to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for us using either of two methods: (i) retrospective application of ASU 2014-09 to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective application of ASU 2014-09 with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, with early adoption permitted but not earlier than the original effective date. Accordingly, the updated standard is effective for us in the first quarter of fiscal 2018 and we do not plan to early adopt. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. While we are continuing to assess all potential impacts of the new standard, we currently believe the most significant impact relates to our accounting for arrangements that include term-based software licenses bundled with maintenance and support. Undercurrent GAAP, the revenue attributable to these software licenses is recognized ratably over the term of the arrangement because VSOE does not exist for the undelivered maintenance and support element as it is not sold separately. The requirement to have VSOE for undelivered elements to enable the separation of revenue for the delivered software licenses is eliminated under the new standard. Accordingly, under the new standard we will be required to recognize as revenue a portion of the arrangement fee upon delivery of the software license. While we currently expect revenue related to our professional services and cloud offerings for business enterprises, individuals and teams to remain substantially unchanged, we are still in the process of evaluating the impact of the new standard on these arrangements. Due to the complexity of certain of our contracts, the actual revenue recognition treatment required under the new standard for these arrangements may be dependent on contract-specific terms and vary in some instances.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40). The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. ASU 2014-15 will be effective for the company beginning in the first quarter of fiscal 2017. The Company does not believe that the adoption of this guidance will have a material impact on its Consolidated Financial Statements.

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

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in the first quarter of fiscal 2017. Early application is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. We believe the new standard will cause volatility in our effective tax rates and diluted earnings per share due to the tax effects related to share-based payments being recorded to the income statement. The volatility in future periods will depend on our stock price at the awards’ vest dates and the number of awards that vest in each period. Further, we will not elect an accounting policy change to record forfeitures as they occur and will continue to estimate forfeitures at each period.

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Orgnaization And Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2016

Organization And Summary Of Significant Accounting Policies [Abstract]

Schedule Of Fair Value, Assets Measured on Recurring Basis

			Fair Value at  Reporting Date Using
				Quoted
				Prices in
				Active			Significant
				Markets for			Other		Significant
				Identical			Observable	Unobservable
	December 31,			Assets			Inputs	Inputs
	2016			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents:
Cash	$	3,664		$	3,664	$	-	$	-
Money market funds		8,066			8,066		-		-
Total cash and cash equivalents	$	11,730		$	11,730	$	-	$	-
Fixed income securities
Corporate bonds - financial	$	2,201		$	-	$	2,201	$	-
Corporate bonds - industrial		2,275			-		2,275		-
U.S. Treasury Securities		3,498			-		3,498		-
Total fixed income securities	$	7,974		$	-	$	7,974	$	-

			Fair Value at  Reporting Date Using
				Quoted
				Prices in
				Active			Significant
				Markets for			Other		Significant
				Identical		Observable		Unobservable
	December 31,			Assets		Inputs		Inputs
	2015			(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents:
Cash	$	8,909		$	8,909	$	-	$	-
Money market funds		691			691		-		-
Total cash and cash equivalents	$	9,600		$	9,600	$	-	$	-
Fixed income securities
Corporate bonds - financial	$	3,267		$	-	$	3,267	$	-
Corporate bonds - industrial		5,051			-		5,051		-
U.S. Treasury Securities		2,488			-		2,488		-
Certificates of deposit		8,725			-		8,725		-
Total fixed income securities	$	19,531		$	-	$	19,531	$	-

Schedule Of Components Of The Total Stock-Based Compmensation Expense

	Years Ended December 31,
	2016		2015
Cost of services	$	127	$	162
Research and development		272		309
Sales and marketing		297		355
General and administrative		179		238
	$	875	$	1,064

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

	Years Ended December 31,
	2016		2015
Expected volatility	67	%	59	%
Expected dividends	0	%	0	%
Expected term (in years)	6.25	year	6.25	year
Risk free interest rate	1.5	%	2	%

Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions

	Years Ended December 31,
	2016		2015
Expected volatility	45	%	22	%
Weighted average volatility	42	%	29	%
Risk-free interest rate	0.2	%	0	%
Expected term (in years)	1	year	1	year
Expected dividend yield	0	%	0	%

Schedule Of Basic And Diluted Net Loss Per Share

	Years Ended December 31,
	2016		2015
Net loss	$	(9,485)	$	(11,437)
Weighted-average common shares outstanding used to compute basic and diluted net loss per share		4,924		4,857
Basic and diluted net loss per share	$	(1.93)	$	(2.36)

Schedule of Accumulated Balances Of Other Comprehensive Loss

	Accumulated
	Other
	Comprehensive
	Loss
Balance, December 31, 2015	$	(739)
Foreign currency translation adjustment		2
Foreign currency translation reclassified into earnings upon sale of foreign subsidiary		(230)
Balance, December 31, 2016	$	(967)

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Property And Equipment (Tables)

12 Months Ended

Dec. 31, 2016

Property and Equipment [Abstract]

Schedule of Property and Equipment

	December 31,
	2016		2015
Furniture and fixtures	$	159	$	158
Computer and software		2,174		2,177
Leasehold improvements		179		178
Total property and equipment		2,512		2,513
Less accumulated depreciation and amortization		(2,452)		(2,426)
Property and equipment, net	$	60	$	87

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Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2016

Accrued Expenses [Abstract]

Schedule Of Accrued Expenses

	December 31,
	2016		2015
Employee benefits	$	568	$	615
Income tax		297		278
Sales and other taxes		158		144
Commissions and bonuses		243		298
Deferred rent		111		89
Other		489		737
Total accrued expenses	$	1,866	$	2,161

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Other Non-Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2016

Other Non-Current Liabilities [Abstract]

Schedule Of Other Non Current Liabilities

	December 31,
	2016		2015
Deferred maintenance and unearned revenue	$	223	$	301
Other		511		617
Total other non-current liabilities	$	734	$	918

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Income Taxes [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

	Years Ended December 31,
	2016		2015
Domestic	$	(7,812)	$	(10,223)
Foreign		(1,625)		(1,185)
Loss before income taxes	$	(9,437)	$	(11,408)

Schedule of Components of Income Tax Expense

	Years Ended December 31,
	2016		2015
Current:
Federal	$	-	$	4
State		(4)		(1)
Foreign		(44)		(32)
Total current		(48)		(29)
Deferred:
Federal		(1,422)		(3,871)
State		(336)		1,186
Foreign		318		461
Total deferred		(1,440)		(2,224)
Valuation allowance		1,440		2,224
Provision for income taxes	$	(48)	$	(29)

Schedule of Effective Income Tax Rate Reconciliation

	Years Ended December 31,
	2016		2015
Expected income tax benefit	$	3,303	$	3,993
Expected state income taxes expense, net of federal tax benefit		216		(771)
Research and development credit		169		147
Foreign taxes and foreign loss not benefited		(925)		(904)
Change in valuation allowance		(1,440)		(2,224)
Stock-based compensation		(78)		(198)
True-ups		(51)		(155)
Unrealized tax benefits		(7)		154
Unrealized loss from foreign investments		(1,226)		-
Others		(9)		(71)
Provision for income taxes	$	(48)	$	(29)

Schedule of Deferred Tax Assets and Liabilities

	Years Ended December 31,
	2016		2015
Deferred tax assets:
Depreciation and amortization	$	72	$	265
Accrued, allowance and others		3,166		3,085
Net operating losses		207,270		204,693
Tax credits		8,731		8,407
Unrealized losses on marketable securities		-		1,349
Total deferred tax assets		219,239		217,799
Less: valuation allowance		(219,239)		(217,799)
Net deferred tax assets	$	-	$	-

Summary of Income Tax Contingencies

Balance at January 1, 2016	$	2,800
Additions based on tax provisions related to the current year		112
Additions for tax provisions of prior year		-
Lapse of the statute of limitation		(32)
Balance at December 31, 2016	$	2,880

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Commitments And Contingencies (Tables)

12 Months Ended

Dec. 31, 2016

Commitments And Contingencies [Abstract]

Schedule Of Future Minimum Lease Payments

	Operating
	Leases
Years ending December 31,
2017		953
2018		420
2019		40
2020		-
2021 and thereafter		-
Total minimum lease payments	$	1,413

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2016

Stockholders' Equity [Abstract]

Schedule of Summary of Activity Under Stock Option Plans

	Year Ended December 31, 2016
			Weighted-		Weighted-
			Average		Average
			Exercise		Remaining		Aggregate
		Options	Price		Contractual		Intrinsic
		(000's)	Per Share		Term (Years)		Value
Outstanding at beginning of year		734	$	9.06
Granted		10	$	4.70
Exercised		(2)	$	6.01			$	-
Forfeited		(45)	$	6.76
Expired		(30)	$	9.96
Outstanding at end of year		667	$	9.12		6.71	$	-
Options exercisable at end of year		481	$	9.87		6.31	$	-
Options vested and expected to vest at end of year		635	$	9.25		0.20	$	-

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Geographical, Segment And Significant Customer Information (Tables)

12 Months Ended

Dec. 31, 2016

Geographic, Segment and Significant Customer Information [Abstract]

Schedule Of Revenue Regarding Types Of Revenue

	Years Ended December 31,
	2016		2015
Software licenses	$	4,227	$	4,414
Consulting services		1,521		2,056
Maintenance		2,192		2,972
Total revenues	$	7,940	$	9,442

Schedule of Revenue by Geographic Area

	Years Ended December 31,
	2016		2015
Americas	$	3,665	$	3,903
Europe		1,320		2,149
Asia/Pacific		2,955		3,390
Total revenues	$	7,940	$	9,442

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Organization And Summary Of Significant Accounting Policies (Narrative) (Details)	12 Months Ended
	Dec. 31, 2016 USD ($) segment $ / shares shares	Dec. 31, 2015 USD ($) $ / shares
Organization And Summary Of Significant Accounting Policies [Line Items]
Held-to-maturity Securities, Unrecognized Holding Gain	$ 0	$ 0
Held-to-maturity Securities, Unrecognized Holding Loss	$ 0	0
Short-term investment, maturity date	Jul. 31, 2017
Interest income, net	$ 86,000	76,000
Advertising costs	46,000	22,000
Cash and cash equivalents	$ 11,730,000	9,600,000
Vesting period	1 year
Proceeds from issuance of common stock, net	$ 181,000	275,000
Other comprehensive income (loss)	$ (228,000)	(6,000)
Operating segments | segment	1
Disposal Group, Not Discontinued Operations [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Total sale price	$ 10,000
Cash payment	7,500
Gain on foreign subsidiary	$ 230,000	183,000
Sales Revenue, Net [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
A single customer accounts for 10% of revenue	12.00%
Software Licenses [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives	2 years
Computer Equipment [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives	3 years
Furniture and Fixtures [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives	4 years
Foreign [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Cash and cash equivalents	$ 1,800,000	$ 3,400,000
Employee Stock Purchase Plan [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Number of shares available for Future Issuance | shares	92,207
Weighted-average fair value of the employee purchase right | $ / shares	$ 1.50	$ 1.40
Employee Stock Purchase Plan [Member] | Maximum [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Employee Stock Purchase Plan Purchase Price Percent Of Fair Value During Offerring Period	85.00%
Maximum employee subscription rate	15.00%
Maximum employee subscription amount	$ 25,000
Amended And Restated 2006 Equity Incentive Plan [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Number of shares authorized for future issuance | shares	1,223,824
Amended And Restated 2006 Equity Incentive Plan [Member] | Minimum [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Minmum stock option exercise price	100.00%
Number of shares subject to vesting that will become exercisable per year	20.00%
Amended And Restated 2006 Equity Incentive Plan [Member] | Maximum [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Stock-based compensation contractual term	10 years
2000 Non-Officer Plan [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Number of shares authorized for future issuance | shares	106,666
Vesting period	2 years
Number of shares available for Future Issuance | shares	72,625
2000 Non-Officer Plan [Member] | Minimum [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Minmum stock option exercise price	85.00%
2000 Non-Officer Plan [Member] | Maximum [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Stock-based compensation contractual term	10 years
Employee Stock Option [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Number of shares available for Future Issuance | shares	385,666
Expected dividend	0.00%	0.00%

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Organization And Summary Of Significant Accounting Policies (Schedule of fair value, assets measured on recurring basis) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 11,730	$ 9,600
Fixed income securities	7,974	19,531
Cash [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	3,664	8,909
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	8,066	691
Corporate Bonds - Financial [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities	2,201	3,267
Corporate Bonds - Industrial [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities	2,275	5,051
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities	3,498	2,488
Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities		8,725
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	11,730	9,600
Fixed income securities
Fair Value, Inputs, Level 1 [Member] | Cash [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	3,664	8,909
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	8,066	691
Fair Value, Inputs, Level 1 [Member] | Corporate Bonds - Financial [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities
Fair Value, Inputs, Level 1 [Member] | Corporate Bonds - Industrial [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities
Fair Value, Inputs, Level 1 [Member] | Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Fixed income securities	7,974	19,531
Fair Value, Inputs, Level 2 [Member] | Cash [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Fair Value, Inputs, Level 2 [Member] | Corporate Bonds - Financial [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities	2,201	3,267
Fair Value, Inputs, Level 2 [Member] | Corporate Bonds - Industrial [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities	2,275	5,051
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities	3,498	2,488
Fair Value, Inputs, Level 2 [Member] | Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities		8,725
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Fixed income securities
Fair Value, Inputs, Level 3 [Member] | Cash [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Fair Value, Inputs, Level 3 [Member] | Corporate Bonds - Financial [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities
Fair Value, Inputs, Level 3 [Member] | Corporate Bonds - Industrial [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities
Fair Value, Inputs, Level 3 [Member] | Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income securities

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Organization And Summary Of Significant Accounting Policies (Schedule Of Components Of The Total Stock-Based Compmensation Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 875	$ 1,064
Cost of Services [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	127	162
Research and Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	272	309
Sales and Marketing [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	297	355
General and Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 179	$ 238

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Organization And Summary of Significant Accounting Policies (Schedule of share-based payment award, stock options, valuation assumption) (Details) - Employee Stock Option [Member]	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	67.00%	59.00%
Expected dividend	0.00%	0.00%
Expected term (in years)	6 years 3 months	6 years 3 months
Risk free interest rate	1.50%	2.00%

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Organization And Summary of Significant Accounting Policies (Schedule Of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions) (Details) - Employee Stock Purchase [Member]	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	45.00%	22.00%
Weighted average volatility	42.00%	29.00%
Risk free interest rate	0.20%	0.00%
Expected term	1 year	1 year
Expected dividend	0.00%	0.00%

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Organization And Summary Of Significant Accounting Policies (Schedule Of Basic And Diluted Net Loss Per Share) (Details) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Organization And Summary Of Significant Accounting Policies [Abstract]
Net loss	$ (9,485)	$ (11,437)
Weighted average shares-basic and diluted	4,924	4,857

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Orgnaization And Summary Of Significant Accounting Policies (Schedule of Accumulated Balances Of Other Comprehensive Loss)(Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Organization And Summary Of Significant Accounting Policies [Abstract]
Balance	$ (739)
Foreign currency translation adjustment	2
Foreign currency translation reclassified into earnings for discontinued foreign subsidiaries	(230)	$ (183)
Balance	$ (967)	$ (739)

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Property And Equipment (Narratives) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property and Equipment [Abstract]
Depreciation and amortization	$ 41	$ 77
Property, Plant and Equipment, Disposals	$ 0	$ 69

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Property And Equipment (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Property and Equipment [Abstract]
Furniture and fixtures	$ 159	$ 158
Computer and software	2,174	2,177
Leasehold improvements	179	178
Total property and equipment	2,512	2,513
Less accumulated depreciation and amortization	(2,452)	(2,426)
Property and equipment, net	$ 60	$ 87

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Accrued Expenses (Schedule Of Accrued Expenses) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Accrued Expenses [Abstract]
Employee benefits	$ 568	$ 615
Income tax	297	278
Sales and other taxes	158	144
Commissions and bonuses	243	298
Deferred rent	111	89
Other	489	737
Total accrued expenses	$ 1,866	$ 2,161

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Other Non-Current Liabilitiesl (Schedule Of Other Non-Current Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Other Non-Current Liabilities [Abstract]
Deferred maintenance and unearned revenue	$ 223	$ 301
Other	511	617
Total other non-current liabilities	$ 734	$ 918

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Income Taxes (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Taxes [Line Items]
U.S. federal statutory income tax rate	35.00%	35.00%
Change in valuation allowance during the year	$ 1,440,000	$ 2,224,000
Unrecognized tax benefits	2,880,000	2,800,000
Unrecognized tax benefits that would impact effective tax rate	$ 160,000	160,000
Open Tax Year	1998
Federal [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	$ 578,378,000
Operating loss carryforward, tax effected, benefit to be recognized in additional paid-in capital	2,652,000	$ 1,908,000
Federal [Member] | Research Tax Credit Carryforward [Member]
Income Taxes [Line Items]
Tax credit carryforward	$ 6,789,000
Federal [Member] | Earliest Tax Year [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2018
Federal [Member] | Latest Tax Year [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2036
State [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	$ 30,946,000
State [Member] | Research Tax Credit Carryforward [Member]
Income Taxes [Line Items]
Tax credit carryforward	$ 6,003,000
State [Member] | Earliest Tax Year [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2031
State [Member] | Latest Tax Year [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2036

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Income Taxes (Copmonents Of Income Before Income Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Taxes [Abstract]
Domestic	$ (7,812)	$ (10,223)
Foreign	(1,625)	(1,185)
Loss before income taxes	$ (9,437)	$ (11,408)

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Income Taxes (Schedule Of The Provision For Income Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Current:
Federal		$ 4
State	(4)	(1)
Foreign	(44)	(32)
Total current	(48)	(29)
Deferred:
Federal	(1,422)	(3,871)
State	(336)	1,186
Foreign	318	461
Total deferred	(1,440)	(2,224)
Valuation allowance	1,440	2,224
Provision for income taxes	$ (48)	$ (29)

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Income Taxes (Schedule Of Difference Between Effective Income Taxes And Federal Statutory Income Tax) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Taxes [Abstract]
Expected income tax benefit	$ 3,303	$ 3,993
Expected state income taxes expense, net of federal tax benefit	216	(771)
Research and development credit	169	147
Foreign taxes and foreign loss not benefited	(925)	(904)
Change in valuation allowance	(1,440)	(2,224)
Stock-based compensation	(78)	(198)
True-ups	(51)	(155)
Unrealized tax benefits	(7)	154
Unrealized loss from foreign investments	(1,226)
Others	(9)	(71)
Provision for income taxes	$ (48)	$ (29)

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Income Taxes (Principal Components Of Deferred Taxes Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Depreciation and amortization	$ 72	$ 265
Accrued, allowance and others	3,166	3,085
Net operating losses	207,270	204,693
Tax credits	8,731	8,407
Unrealized losses on marketable securities		1,349
Total deferred tax assets	219,239	217,799
Less: valuation allowance	(219,239)	(217,799)
Net deferred tax assets

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Income Taxes (Schedule Of Changes In Unrecognized Tax Benefits) (Details)	12 Months Ended
	Dec. 31, 2016 USD ($)
Income Taxes [Abstract]
Balance at January 1, 2014	$ 2,800,000
Additions based on tax provisions related to the current year	112,000
Additions for tax provisions of prior year
Lapse of the statute of limitation	32,000
Balance at December 31, 2014	$ 2,880,000

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Commitments And Contingencies (Narrative) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Commitments And Contingencies [Abstract]
Rent Expense	$ 1,300

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Commitments And Contingencies (Schedule Of Future Minimum Lease Payments) (Details) $ in Thousands	Dec. 31, 2016 USD ($)
Commitments And Contingencies [Abstract]
2017	$ 953
2018	420
2019	40
2020
2021 and thereafter
Total minimum lease payments	$ 1,413

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Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred Stock Shares Outstanding	0	0
Preferred Stock Shares Authorized	1,000,000	1,000,000
Weighted-Average Garnt Date Fair Value, Options Grants Per Share	$ 2.90	$ 3.20
Restricted stock award vesting period	1 year
Unrecognized Compensation Costs, Related to Unvested Stock Options	$ 732
Unrecognized Compensation Costs, Weighted-Average Period of Recognition	1 year
Proceeds from Stock Plans	$ 192	$ 275
Restricted Stock [Member] | Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock from restricted stock award, shares	16,965	10,832
Restricted Stock or Unit Expense	$ 92	$ 63
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for Future Issuance	385,666

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Stockholders' Equity (Schedule of Summary of Activity Under Stock Options Plans) (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) $ / shares shares
Stockholders' Equity [Abstract]
Shares, Outstanding, Beginning of Year | shares	734
Shares, Granted | shares	10
Shares, Exercised | shares	(2)
Shares, Forfeited | shares	(45)
Shares, Expired | shares	(30)
Shares, Outstanding, End of Year | shares	667
Shares, Exercisable, End of Year | shares	481
Shares, Vested and Expected to Vest, End of Year | shares	635
Weighted-Average Exercise Price, Outstanding, Beginning of Year | $ / shares	$ 9.06
Weighted-Average Exercise Price, Granted | $ / shares	4.70
Weighted-Average Exercise Price, Exercised | $ / shares	6.01
Weighted-Average Exercise Price, Forfeited | $ / shares	6.76
Weighted-Average Exercise Price, Expired | $ / shares	9.96
Weighted-Average Exercise Price, Outstanding, End of Year | $ / shares	9.12
Weighted-Average Exercise Price, Exercisable, End of Year | $ / shares	9.87
Weighted-Average Exercise Price, Vested and Expected to Vest, End of Year | $ / shares	$ 9.25
Weighted-Average Remaining Contractual Term, Outstanding, End of Year	6 years 8 months 16 days
Weighted-Average Remaining Contractual Term, Exercisable, End of Year	6 years 3 months 22 days
Weighted-Average Remaining Contractual Term, Vested and Expected to Vest, End of Year	2 months 12 days
Total Intrinsic Value, exercised | $
Aggregate Intrinsic Value, Outstanding, End of Year | $
Aggregate Intrinsic Value, Exercisable, End of Year | $
Aggregate Intrinsic Value, Vested and Expected to Vest, End of Year | $

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Geographic, Segment And Significant Customer Information (Narrative) (Details)	12 Months Ended
	Dec. 31, 2016 segment
Geographic, Segment and Significant Customer Information [Abstract]
Operating segments	1

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Geographic, Segment And Significant Customer Information (Schedule Of Revenue Regarding Types Of Revenues) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Geographic, Segment and Significant Customer Information [Abstract]
Software licenses	$ 4,227	$ 4,414
Consulting services	1,521	2,056
Maintenance	2,192	2,972
Total revenues	$ 7,940	$ 9,442

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Geographic, Segment And Significant Customer Information (Schedule of Revenue by Geographic Area) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Geographical Revenue [Line Items]
Revenues	$ 7,940	$ 9,442
Americas [Member]
Geographical Revenue [Line Items]
Revenues	3,665	3,903
Europe [Member]
Geographical Revenue [Line Items]
Revenues	1,320	2,149
Asia Pacific [Member]
Geographical Revenue [Line Items]
Revenues	$ 2,955	$ 3,390
License Sales Through Channels Of Distributors, Resellers, and Application Service Providers	62.00%

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Related Party Transactions (Details) - USD ($)		12 Months Ended
	Nov. 14, 2008	Dec. 31, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Current equity investment		$ 9,000,000
Future equity quarterly investments		500,000
Capital account balance		0
Aggregate payments		2,000,000	$ 1,900,000
Total license revenue that we were entitled to receive		184,000
License revenue		$ 46,000	$ 176,000
Common Class B [Member]
Related Party Transaction [Line Items]
Number Of Shares Issued By The Subsidiary For The Related Party Transaction	20

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Employee Benefit Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Employee Benefit Plan [Abstract]
Maximum contribution	100.00%
Eligibility term	12 months
Hours worked	1000 hours
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 61	$ 69

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Schedule II - Valuation and Qualifying Accounts (Schedule II: Valuation and Qualifying Accounts) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Schedule II - Valuation and Qualifying Accounts [Abstract]
Balance at Beginning of Period		$ 135	$ 213
Charged (Credited) to Costs and Expenses		32
Deductions	[1]		(78)
Balance at End of Period		$ 167	$ 135

[1] Represents net charge-offs of specific receivables.