UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2010
Commission File Number 000-31513
VIRYANET LTD.
(Translation of registrant’s name into English)
8 HaMarpe St.
Har Hotzvim
P.O. Box 45041
Jerusalem 91450 Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
Attached asExhibit 99.1 hereto is a copy of the registrant’s press release dated May 18, 2010, entitled “ViryaNet Reports First Quarter 2010 Results”.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VIRYANET LTD. | ||
| By: | /S/ MEMY ISH-SHALOM | |
| Name: | Memy Ish-Shalom | |
| Title: | Chief Executive Officer | |
| Date: | May 18, 2010 | |
Exhibit Index
Exhibit No. | Description | |
| 99.1 | Press release issued by the registrant on May 18, 2010, entitled “ViryaNet Reports First Quarter 2010 Results”. | |
Exhibit 99.1
ViryaNet Reports First Quarter 2010 Results
Achieves Record Fifth Consecutive Quarter of Net Profitability
Southborough, MA, May 18, 2010 —ViryaNet Limited (VRYAF.OB), a leading provider of software solutions that optimize the full cycle of scheduling and dispatch processes for field service management announced financial results for the first quarter of 2010.
For the first quarter ended March 31, 2010, ViryaNet reported revenues of $2.74 million, a 1% increase compared to the same period in 2009. Net income for the first quarter was $32,000 or $.01 per share, compared to a net income of $245,000 or $.08 per share for the same period in 2009. Software license revenues for the first quarter of 2010 were $277,000, compared to $556,000 recorded in the first quarter of 2009. Maintenance and services revenues were $2.47 million in the first quarter of 2010, compared to $2.16 million in the first quarter of 2009.
The Company received from Bank Hapoalim in 2009 a waiver of the Company’s bank covenants for the first quarter of 2010. The Company intends to request the Bank an extension of this waiver through the end of 2010.
“Our continued success through our channel partners, including the win by General Electric at City of Mesa, and the strong relationships we maintain with our customer base have enabled us to achieve our record fifth consecutive quarter of profitability,” stated Memy Ish-Shalom, CEO of ViryaNet. “While we remain cautious from a near-term perspective, our longer term optimism continues to grow.”
First Quarter Highlights:
| • | Announced that its partner, General Electric, bested five competitors to win a contract to supply field service solutions to the city of Mesa, Arizona. The City Council of Mesa, Arizona issued a report posted on its website, http://www.mesaaz.gov, regarding the contract was awarded to GE Energy Management Services for providing the best solution at the best cost. |
| • | Announced the availability of advanced forms management, based upon the Microsoft (MSFT) Office Infopath technology, in its newest release for the ViryaNet G4 platform. The G4 platform was designed around an open, highly extensible architecture. The integration of Microsoft Office InfoPath-best of class ‘forms technology’ -delivers a powerful, high productivity forms management environment while lowering customers’ total cost of ownership. Tightly integrated into the G4 platform, the advanced features of Microsoft Office InfoPath empowers customers to: |
| • | Easily create and update complex, customized forms with no coding required |
| • | The forms’ layout is created in a drag & drop environment |
| • | The forms’ logic is created using simple Wizards |
| • | Seamlessly integrate data sources from other strategic CRM and ERP applications |
| • | Announced key executive promotions for Jeff Oskin to President and Aviram Hinenzon to Vice President of Marketing in order to leverage the success ViryaNet experienced in 2009. The promotions will enable the company to capitalize on the net profit it posted during each quarter of 2009 as it now turns its’ focus towards investments in its’ sales and marketing engine. |
| • | Software license sales to existing and new customers, including to a new utility customer located in China. |
About ViryaNet
ViryaNet is a leading provider of full life cycle software solutions that optimize scheduling and dispatching processes in dynamic and complex filed service operational environments. The ViryaNet G4 mobile workforce management platform delivers patent pending, priority-based optimization technology, a Business Process Management (BPM)-based exception management capability, and a highly extensible, open architecture. With these powerful capabilities, field service organizations can continuously meet their operational and business goals with unmatched levels of workforce productivity, the lowest cost of ownership and the highest levels of client satisfaction- enabling operational excellence.
ViryaNet, over the past 22 years, has delivered solutions that are being utilized by over 35,000 users across a variety of industries-Utility, Telecommunications, Insurance and Retail. ViryaNet delivers total field service management solutions by aligning its “best of class” technology with global partnerships that include leading platform and system integration companies. Headquartered in Southborough, MA, ViryaNet enjoys a worldwide presence with offices and customers located in North America, Europe, and the Pacific Rim. For more information, visit www.viryanet.com
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding ViryaNet’s expectations, beliefs, intentions, or strategies regarding the capabilities of its products, its relationships with its customers, its customer purchases, its future operational plans and objectives including integration of other businesses, its future business prospects, its future financial performance, its future cash position, and its future prospects for profitability. All forward-looking statements included in this document are based upon information available to ViryaNet Ltd. as of the date hereof, and ViryaNet Ltd. assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These and other risks relating to ViryaNet’s business include market acceptance of and demand for the Company’s products, risks associated with a slow-down in the economy, risks associated with the financial condition of the company’s customers, risks associated with competition and competitive pricing pressures, risks associated with increases in costs and operating expenses, risks in technology development and commercialization, the risk of operating losses, risks in product development, risks associated with international sales, and other risks that are set forth in ViryaNet’s Form 20-F, dated October 30, 2009 and the other reports filed from time to time with the Securities and Exchange Commission. Reported results should not be considered an indication of future performance. You should not place undue reliance on these forward-looking statements, which speak only as the date hereof. ViryaNet disclaims any obligation to publicly update or revise any such forward-looking statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
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VIRYANET AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| December 31, 2009 | March 31, 2010 | |||||
| Assets | ||||||
CURRENT ASSETS: | ||||||
Cash and cash equivalents | $ | 156 | $ | 44 | ||
Trade receivables | 547 | 671 | ||||
Other accounts receivable and prepaid expenses | 97 | 118 | ||||
Total current assets | 800 | 833 | ||||
NON-CURRENT ASSETS: | ||||||
Severance pay fund | 912 | 957 | ||||
Other | 60 | 61 | ||||
Total non-current assets | 972 | 1,018 | ||||
PROPERTY AND EQUIPMENT,net | 89 | 75 | ||||
GOODWILL | 7,169 | 7,182 | ||||
OTHER INTANGIBLE ASSETS,net | ||||||
Customer relationship | 138 | 73 | ||||
Other | 73 | 34 | ||||
Total intangible assets | 7,380 | 7,289 | ||||
Total assets | $ | 9,241 | $ | 9,215 | ||
VIRYANET AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
| December 31, 2009 | March 31, 2010 | |||||||
Liabilities and shareholders’ equity | ||||||||
CURRENT LIABILITIES: | ||||||||
Short-term bank credit | $ | 380 | $ | 390 | ||||
Current maturities of long-term bank loans | 400 | 400 | ||||||
Trade payables | 530 | 525 | ||||||
Deferred revenues | 2,961 | 2,780 | ||||||
Other accounts payable and accrued expenses | 2,061 | 1,987 | ||||||
Loan from related party | 79 | 79 | ||||||
Total current liabilities | 6,411 | 6,161 | ||||||
LONG-TERM LIABILITIES: | ||||||||
Long-term bank loan, net of current maturities | 889 | 789 | ||||||
Long-term convertible debt | 530 | 527 | ||||||
Long-term deferred revenues | 641 | 778 | ||||||
Accrued severance pay | 1,376 | 1,424 | ||||||
Total long-term liabilities | 3,436 | 3,518 | ||||||
SHAREHOLDERS’ EQUITY: | ||||||||
Share capital | 3,961 | 4,156 | ||||||
Additional paid-in capital | 116,603 | 116,513 | ||||||
Accumulated other comprehensive income | 3 | 8 | ||||||
Accumulated deficit | (121,173 | ) | (121,141 | ) | ||||
Total shareholders’ equity | (606 | ) | (464 | ) | ||||
Total liabilities and shareholders’ equity | $ | 9,241 | $ | 9,215 | ||||
VIRYANET AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except share and per share data
| Three months ended March 31 | |||||||
| 2009 | 2010 | ||||||
REVENUES: | |||||||
Software licenses | $ | 556 | $ | 277 | |||
Maintenance and services | 2,162 | 2,468 | |||||
Total revenues | 2,718 | 2,745 | |||||
COST OF REVENUES: | |||||||
Software licenses | 37 | 54 | |||||
Maintenance and services | 987 | 1,064 | |||||
Total cost of revenues | 1,024 | 1,118 | |||||
GROSS PROFIT | 1,694 | 1,627 | |||||
OPERATING EXPENSES: | |||||||
Research and development | 305 | 307 | |||||
Selling and marketing | 735 | 766 | |||||
General and administrative | 461 | 461 | |||||
Total operating expenses | 1,501 | 1,534 | |||||
INCOME FROM OPERATIONS | 193 | 93 | |||||
FINANCIAL INCOME (EXPENSES), net | 52 | (61 | ) | ||||
NET INCOME (LOSS) | $ | 245 | $ | 32 | |||
BASIS NET EARNINGS (LOSS) PER SHARE | $ | 0.08 | $ | 0.01 | |||
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTION OF BASIC NET EARNINGS (LOSS) PER SHARE | 3,131,671 | 3,351,973 | |||||
DILUTED NET EARNINGS (LOSS) PER SHARE | $ | 0.07 | $ | 0.01 | |||
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTION OF DILUTED NET EARNINGS (LOSS) PER SHARE | 3,495,307 | 3,792,878 | |||||