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 March, 2012
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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate be check mark weather 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 March 13, 2012, entitled “VIRYANET REPORTS FOURTH QUARTER AND YEAR-END 2011 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: March 13, 2012
Exhibit Index
Exhibit | Description | |
| 99.1 | Press release issued by the registrant on March 13, 2012, entitled “VIRYANET REPORTS FOURTH QUARTER AND YEAR-END 2011 RESULTS”. | |
Exhibit 99.1
ViryaNet Reports Fourth Quarter and Year-End 2011 Results
March 13, 2012
Quarterly Net Income Increased Significantly Year-Over-Year, Quarterly Revenues Up 4% Year-Over-Year
Westborough, MA, March 13, 2012 - ViryaNet Limited (OTCQB: VRYAF), a leading provider of software solutions that optimize the planning, execution, and monitoring of service processes for mobile workforces, announced financial results for the fourth quarter and year-end, of 2011.
For the fourth quarter ended December 31, 2011, ViryaNet reported total revenues of $2.6 million, a 4.0% increase compared to the same period in 2010. Licenses revenues decreased by 14%, from $0.4 million in the fourth quarter of 2010 to $0.3 million in the fourth quarter of 2011. Maintenance and services revenues increased by 5%, to $2.3 million in the fourth quarter of 2011 compared to $2.2 million in the fourth quarter of 2010. Net income for the fourth quarter was $309,000, or $0.08 basic and diluted earnings per share, compared to net income of $108,000, or $0.03 basic and diluted earnings per share, for the same period in 2010.
During the fourth quarter of 2011 ViryaNet sold its wholly owned Australian subsidiary, ViryaNet PTY Ltd, which yielded a gain of $250,000 for ViryaNet from the sale. ViryaNet also dissolved its U.K. subsidiary, ViryaNet Europe Ltd. during 2011. ViryaNet PTY and ViryaNet Europe Ltd. results for the three months and year ended December 31, 2011 are included in discontinued operations and the results for the comparable periods in 2010 have been reclassified to discontinued operations.
ViryaNet’s short-term bank debt balance was reduced during 2011, from $0.8 million on December 31, 2010 to $0.6 million on December 31, 2011, whereas long-term bank debt balance increased by $0.4 million, due to new bank loans received during 2011. The Days Sales Outstanding (DSO) for ViryaNet in the fourth quarter of 2011 was 33 days.
The financial results for the fourth quarter and full year 2011 are disclosed in the attached table.
“We are pleased with the results of the fourth quarter, which continued the momentum of the third quarter. During the second half of 2011, in which we attained net income of $0.68 million, we closed 18 new license deals with existing and new customers, through our direct sales and through major partners in the North America and EMEA.” stated Memy Ish-Shalom, the Chief Executive Officer of ViryaNet. “Most of the new license bookings closed in the fourth quarter are carried forward as backlog into 2012.”
About ViryaNet
ViryaNet deliversmobile workforce management solutions that intelligently guide, automate, and optimize both simple and complex field service work, resulting in measurable business benefits. ViryaNet’s products, pre-packaged solutions and people are recognized within the industry as innovative which in turn enables its’ customers to be viewed as leaders within their respective industries.ViryaNet’s G4 products specialize in the
functions of scheduling and dispatching resources and enabling mobile field communication and are delivered in industry specific configurations. Embedding industry best practices and utilizing innovative technologies like ViryaNet’s BPM Blueprint for Mobile Workforce ManagementTM, Microsoft InfoPath® and device agnostic mobile solutions enable ViryaNet’s products to be rapidly deployed and extended to support virtually any business process across a wide range of industries. ViryaNet is proud to call many of the world’s leading utilities, the United States’ largest pure rural telecommunications firm, the supermarkets most respected retailer, and North America’s largest auto insurer ascustomers. ViryaNet has strong partnerships with leading platform and system integration companies that enable it to have a global presence. Headquartered in Westborough, MA, ViryaNet has additional offices in the United States and Israel. For more information visit ourwebsite, follow us ontwitter, or call us: 800-661-7096.
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 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 as of the date hereof, and ViryaNet 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 ViryaNet’s products, risks associated with a slow-down in the economy, risks associated with the financial condition of ViryaNet’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 annual report on Form 20-F, filed on July 15, 2011, and the other reports filed by ViryaNet 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 its 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.
VIRYANET AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| December 31, 2010 | December 31, 2011 | |||||||
| Audited | Unaudited | |||||||
Assets | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 97 | $ | 104 | ||||
Restricted cash deposits | — | 140 | ||||||
Trade receivables | 1,066 | 878 | ||||||
Other accounts receivable and prepaid expenses | 200 | 271 | ||||||
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Total current assets | 1,363 | 1,393 | ||||||
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NON-CURRENT ASSETS: | ||||||||
Severance pay fund | 1,018 | 1,001 | ||||||
Long-term receivable | — | 183 | ||||||
Other | 20 | 25 | ||||||
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Total non-current assets | 1,038 | 1,209 | ||||||
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PROPERTY AND EQUIPMENT,net | 106 | 93 | ||||||
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GOODWILL | 7,253 | 6,516 | ||||||
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Total assets | $ | 9,760 | $ | 9,211 | ||||
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VIRYANET AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| December 31, 2010 | December 31, 2011 | |||||||
| Audited | Unaudited | |||||||
Liabilities and shareholders’ equity | ||||||||
CURRENT LIABILITIES: | ||||||||
Short-term bank credit | $ | 288 | $ | 115 | ||||
Current maturities of long-term bank loans | 500 | 498 | ||||||
Trade payables | 386 | 717 | ||||||
Deferred revenues | 3,356 | 2,587 | ||||||
Other accounts payable and accrued expenses | 1,872 | 2,004 | ||||||
Convertible debt | 517 | — | ||||||
Loan from related party | 79 | — | ||||||
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Total current liabilities | 6,998 | 5,921 | ||||||
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LONG-TERM LIABILITIES: | ||||||||
Long-term bank loan, net of current maturities | 589 | 1,001 | ||||||
Long-term convertible debt | — | 502 | ||||||
Long-term deferred revenues | 317 | — | ||||||
Long-term deferred rent payable | — | 82 | ||||||
Accrued severance pay | 1,499 | 1,435 | ||||||
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Total long-term liabilities | 2,405 | 3,020 | ||||||
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SHAREHOLDERS’ EQUITY: | ||||||||
Share capital | 4,350 | 4,655 | ||||||
Additional paid-in capital | 116,456 | 116,338 | ||||||
Accumulated other comprehensive income | 55 | — | ||||||
Accumulated deficit | (120,504 | ) | (120,723 | ) | ||||
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Total shareholders’ equity | 357 | 270 | ||||||
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Total liabilities and shareholders’ equity | $ | 9,760 | $ | 9,211 | ||||
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VIRYANET AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited. U.S. dollars in thousands, except share and per share data)
Three months ended December 31 | Year ended December 31 | |||||||||||||||
| 2010 | 2011 | 2010 | 2011 | |||||||||||||
Revenues: | ||||||||||||||||
Software licenses | $ | 370 | $ | 319 | $ | 1,574 | $ | 1,549 | ||||||||
Maintenance and services | 2,156 | 2,309 | 8,735 | 8,122 | ||||||||||||
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Total revenues | 2,526 | 2,628 | 10,309 | 9,671 | ||||||||||||
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Cost of revenues: | ||||||||||||||||
Software licenses | 6 | 19 | 68 | 56 | ||||||||||||
Maintenance and services | 1,007 | 872 | 3,873 | 3,513 | ||||||||||||
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Total cost of revenues | 1,013 | 891 | 3,941 | 3,569 | ||||||||||||
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Gross profit | 1,513 | 1,737 | 6,368 | 6,102 | ||||||||||||
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Operating expenses: | ||||||||||||||||
Research and development | 279 | 306 | 1,010 | 1,614 | ||||||||||||
Selling and marketing | 644 | 761 | 2,782 | 2,847 | ||||||||||||
General and administrative | 338 | 478 | 1,551 | 1,708 | ||||||||||||
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Total operating expenses | 1,261 | 1,545 | 5,343 | 6,169 | ||||||||||||
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Income (loss) from operations | 252 | 192 | 1,025 | (67 | ) | |||||||||||
Financial income (expenses), net | (63 | ) | (38 | ) | (237 | ) | (129 | ) | ||||||||
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Income (loss) from continuing operations before taxes | 189 | 154 | 788 | (196 | ) | |||||||||||
Taxes on income | 4 | — | 69 | 9 | ||||||||||||
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Income (loss) from continuing operations | $ | 185 | $ | 154 | $ | 719 | $ | (205 | ) | |||||||
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Discontinued operations | ||||||||||||||||
Loss from discontinued operations net of income taxes (1) | (77 | ) | (95 | ) | (50 | ) | (136 | ) | ||||||||
Gain on disposal of discontinued operations net of income taxes (2) | — | 250 | — | 122 | ||||||||||||
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Net income (loss) from discontinued operations | (77 | ) | 155 | (50 | ) | (14 | ) | |||||||||
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Net income (loss) | $ | 108 | $ | 309 | $ | 669 | $ | (219 | ) | |||||||
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Basic income (loss) per share | ||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.04 | $ | 0.20 | $ | (0.06 | ) | |||||||
Discontinued operations | (0.02 | ) | 0.04 | (0.01 | ) | 0.00 | ||||||||||
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Net income (loss) | $ | 0.03 | $ | 0.08 | $ | 0.19 | $ | (0.06 | ) | |||||||
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Diluted income (loss) per share | ||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.04 | $ | 0.19 | $ | (0.06 | ) | |||||||
Discontinued operations | (0.02 | ) | 0.04 | (0.01 | ) | 0.00 | ||||||||||
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Net income (loss) | $ | 0.03 | $ | 0.08 | $ | 0.18 | $ | (0.06 | ) | |||||||
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Weighted average number of shares used in computation of basic income (loss) per share | 3,534,701 | 3,738,898 | 3,467,302 | 3,671,547 | ||||||||||||
Weighted average number of shares used in computation of diluted income (loss) per share | 3,951,724 | 4,128,584 | 3,884,201 | 3,671,547 | ||||||||||||
| (1) | ViryaNet PTY and ViryaNet Europe results for the three months and year ended December 31, 2011 are included in discontinued operations and the results for the comparable periods in 2010 have been reclassified to discontinued operations. |
| (2) | Includes gain from sale of ViryaNet Pty and a loss from dissolution of ViryaNet Europe. |