---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



| | For the Quarterly Period Ended March 31, 2004
| | ---------------------------------------------



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 0-30189



---



VYYO INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 94-3241270                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|4015 Miranda Avenue, First Floor, Palo Alto, California        |  | 94304                                  
|(Address of Principal Executive Offices)                       |  | (Zip Code)                             



Registrants
telephone number, including area code (650) 319-4000



---



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).  Yes ̈No  x



As of April 23, 2004, there were 13,125,385 shares of Common Stock ($0.0001 par value)
outstanding.

---





---

INDEX



VYYO INC.



|                              |  |                                                                                                      |  |         
|----------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | --------
|                              |  |                                                                                                      |  | Page No.
|PART I. FINANCIAL INFORMATION |  |                                                                                                     
|                              |  |                                                                                                     
|Item 1.                       |  | Condensed Consolidated Financial Statements (Unaudited)                                              |  |         
|                              |  |                                                                                                     
|                              |  | Condensed consolidated balance sheets-March 31, 2004 and December 31, 2003                           |  | 3       
|                              |  |                                                                                                     
|                              |  | Condensed consolidated statements of operations-three months ended March 31, 2004 and March 31, 2003 |  | 4       
|                              |  |                                                                                                     
|                              |  | Condensed consolidated statements of cash flows-three months ended March 31, 2004 and March 31, 2003 |  | 5       
|                              |  |                                                                                                     
|                              |  | Notes to condensed consolidated financial statements                                                 |  | 6       
|                              |  |                                                                                                     
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                |  | 15      
|                              |  |                                                                                                     
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                           |  | 34      
|                              |  |                                                                                                     
|Item 4.                       |  | Controls and Procedures                                                                              |  | 34      
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                     
|                              |  |                                                                                                     
|Item 1.                       |  | Legal Proceedings                                                                                    |  | 35      
|                              |  |                                                                                                     
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                                            |  | 35      
|                              |  |                                                                                                     
|Item 3.                       |  | Defaults upon Senior Securities                                                                      |  | 35      
|                              |  |                                                                                                     
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                  |  | 35      
|                              |  |                                                                                                     
|Item 5.                       |  | Other Information                                                                                    |  | 35      
|                              |  |                                                                                                     
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                     |  | 35      
|                              | 
|SIGNATURES.                   |  | 37                                                                                                  



2



---

Part I. Financial Information



Item 1. Condensed Consolidated Financial Statements



Vyyo Inc.

Condensed Consolidated Balance Sheets

(In Thousands)



|                                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                                                  |  | March 31,2004 |          |   | December31, 2003 |  
|                                                                                                                                                                                                  |  | (Unaudited)   |          |   |                  |  
|Assets                                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|                                                                                                                                                                                                  |  |              
|CURRENT ASSETS:                                                                                                                                                                                   |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                                         |  | $             | 16,924   |   |                  | $ | 12,930   |  
|Short-term investments                                                                                                                                                                            |  |               | 38,860   |   |                  |   | 44,861   |  
|Accounts receivable                                                                                                                                                                               |  |               | 1,499    |   |                  |   | 1,416    |  
|Inventories (note 2)                                                                                                                                                                              |  |               | 1,099    |   |                  |   | 1,192    |  
|Other                                                                                                                                                                                             |  |               | 284      |   |                  |   | 551      |  
|                                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                                                                              |  |               | 58,666   |   |                  |   | 60,950   |  
|                                                                                                                                                                                                  |  |              
|PROPERTY AND EQUIPMENT, net                                                                                                                                                                       |  |               | 796      |   |                  |   | 855      |  
|                                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total assets                                                                                                                                                                                      |  | $             | 59,462   |   |                  | $ | 61,805   |  
|                                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Liabilities and stockholders equity                                                                                                                                                              |  |               |          |   |                  |   |          |  
|                                                                                                                                                                                                  |  |              
|CURRENT LIABILITIES:                                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                                                  |  | $             | 870      |   |                  | $ | 1,069    |  
|Accrued liabilities (note 4)                                                                                                                                                                      |  |               | 6,090    |   |                  |   | 5,786    |  
|                                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                                         |  |               | 6,960    |   |                  |   | 6,855    |  
|                                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|                                                                                                                                                                                                  |  |              
|CONTINGENCIES (note 6)                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|                                                                                                                                                                                                  |  |              
|STOCKHOLDERS EQUITY:                                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Common stock, $0.0001 par value and paid in capital; 200,000,000 shares authorized; 13,115,310 and 12,997,059 shares issued and outstanding at
March 31, 2004 and December 31, 2003, respectively |  |               | 231,254  |   |                  |   | 231,523  |  
|Notes receivable from stockholders                                                                                                                                                                |  |               | (1,037   | ) |                  |   | (1,037   | )
|Accumulated other comprehensive loss                                                                                                                                                              |  |               | (205     | ) |                  |   | (171     | )
|Accumulated deficit                                                                                                                                                                               |  |               | (177,510 | ) |                  |   | (175,365 | )
|                                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                                                        |  |               | 52,502   |   |                  |   | 54,950   |  
|                                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                                                        |  | $             | 59,462   |   |                  | $ | 61,805   |  
|                                                                                                                                                                                                  |  |               |          |   |                  |   |          |  



The accompanying notes are an
integral part of these Condensed Consolidated Financial Statements.



3



---

Vyyo Inc.

Condensed Consolidated Statements of Operations

(In Thousands Except Per Share Data)

(Unaudited)



|                                                                      |  |                             |        |   |      |   |        |  
|--------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                      |  | Three Months endedMarch 31, |       
|                                                                      |  | 2004                        |        |   | 2003 |  
|REVENUES (note 9)                                                     |  | $                           | 2,225  |   |      | $ | 346    |  
|COST OF REVENUES                                                      |  |                             | 997    |   |      |   | 86     |  
|                                                                      |  |                             |        |   |      |   |        |  
|GROSS PROFIT                                                          |  |                             | 1,228  |   |      |   | 260    |  
|                                                                      |  |                             |        |   |      |   |        |  
|OPERATING EXPENSES (INCOME):                                          |  |                             |        |   |      |   |        |  
|Research and development                                              |  |                             | 1,215  |   |      |   | 805    |  
|Selling and marketing                                                 |  |                             | 1,407  |   |      |   | 606    |  
|General and administrative                                            |  |                             | 1,421  |   |      |   | 1,248  |  
|Restructuring adjustment (note 4 and 7)                               |  |                             | (501   | ) |      |   |       |  
|                                                                      |  |                             |        |   |      |   |        |  
|Total operating expenses                                              |  |                             | 3,542  |   |      |   | 2,659  |  
|                                                                      |  |                             |        |   |      |   |        |  
|OPERATING LOSS                                                        |  |                             | (2,314 | ) |      |   | (2,399 | )
|INTEREST INCOME, net                                                  |  |                             | 253    |   |      |   | 422    |  
|                                                                      |  |                             |        |   |      |   |        |  
|LOSS FROM CONTINUING OPERATIONS                                       |  |                             | (2,061 | ) |      |   | (1,977 | )
|DISCONTINUED OPERATIONS (note 3)                                      |  |                             | (84    | ) |      |   | (1,286 | )
|                                                                      |  |                             |        |   |      |   |        |  
|LOSS FOR THE PERIOD                                                   |  | $                           | (2,145 | ) |      | $ | (3,263 | )
|                                                                      |  |                             |        |   |      |   |        |  
|                                                                      |  |                            
|LOSS PER COMMON SHARE -                                               |  |                             |        |   |      |   |        |  
|Basic and diluted:                                                    |  |                             |        |   |      |   |        |  
|Continuing operations                                                 |  | $                           | (0.15  | ) |      | $ | (0.16  | )
|Discontinued operations                                               |  |                             | (0.01  | ) |      |   | (0.10  | )
|                                                                      |  |                             |        |   |      |   |        |  
|                                                                      |  | $                           | (0.16  | ) |      | $ | (0.26  | )
|                                                                      |  |                             |        |   |      |   |        |  
|                                                                      |  |                            
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (IN THOUSANDS) - |  |                             |        |   |      |   |        |  
|Basic and diluted                                                     |  |                             | 13,052 |   |      |   | 12,649 |  
|                                                                      |  |                             |        |   |      |   |        |  



The accompanying notes are an
integral part of these Condensed Consolidated Financial Statements.



4



---

Vyyo Inc.

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)



|                                                                        |  |                             |         |   |      |   |         |  
|----------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                        |  | Three Months endedMarch 31, |        
|                                                                        |  | 2004                        |         |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                   |  |                             |         |   |      |   |         |  
|Loss for the period                                                     |  | $                           | (2,145  | ) |      | $ | (3,263  | )
|Adjustments to reconcile loss to net cash used in operating activities: |  |                             |         |   |      |   |         |  
|Income and expenses not involving cash flows:                           |  |                             |         |   |      |   |         |  
|Depreciation and amortization ($258,000 related to Shira in 2003)       |  |                             | 130     |   |      |   | 434     |  
|Adjustment related to stock compensation                                |  |                             | (547    | ) |      |   |         |  
|Capital gain on sale of fixed assets                                    |  |                             |         |   |      |   | (1      | )
|Changes in assets and liabilities:                                      |  |                             |         |   |      |   |         |  
|Accounts receivable                                                     |  |                             | (83     | ) |      |   | 66      |  
|Other current assets                                                    |  |                             | 267     |   |      |   | 57      |  
|Inventories                                                             |  |                             | 93      |   |      |   | (14     | )
|Accounts payable                                                        |  |                             | (199    | ) |      |   | (61     | )
|Accrued liabilities                                                     |  |                             | 304     |   |      |   | (461    | )
|Restructuring liabilities                                               |  |                             |         |   |      |   | (1,853  | )
|                                                                        |  |                             |         |   |      |   |         |  
|Net cash used in operating activities                                   |  |                             | (2,180  | ) |      |   | (5,096  | )
|                                                                        |  |                             |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                   |  |                             |         |   |      |   |         |  
|Purchase of property and equipment                                      |  |                             | (71     | ) |      |   | (54     | )
|Proceeds from sale of property and equipment                            |  |                             |         |   |      |   | 1       |  
|Purchase of short-term investments                                      |  |                             | (24,357 | ) |      |   | (14,844 | )
|Proceeds from sales and maturities of short-term investments            |  |                             | 30,324  |   |      |   | 23,620  |  
|                                                                        |  |                             |         |   |      |   |         |  
|Net cash provided investing activities                                  |  |                             | 5,896   |   |      |   | 8,723   |  
|                                                                        |  |                             |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                   |  |                             |         |   |      |   |         |  
|Issuance of common stock                                                |  |                             | 278     |   |      |   | 57      |  
|                                                                        |  |                             |         |   |      |   |         |  
|Increase (decrease) in cash and cash equivalents                        |  |                             | 3,994   |   |      |   | 3,684   |  
|Cash and cash equivalents at beginning of period                        |  |                             | 12,930  |   |      |   | 15,071  |  
|                                                                        |  |                             |         |   |      |   |         |  
|Cash and cash equivalents at end of period                              |  |                             | 16,924  |   |      | $ | 18,755  |  
|                                                                        |  |                             |         |   |      |   |         |  



The accompanying notes are an
integral part of these Condensed Consolidated Financial Statements.



5



---

Vyyo Inc.



Notes to Condensed Consolidated Financial Statements

(Unaudited)



1. Basis of Presentation



The accompanying unaudited condensed
consolidated financial statements of Vyyo Inc. have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and
notes thereto for the year ended December 31, 2003, included in the annual report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission.



Organization and Principles of Consolidation



The consolidated financial statements include the accounts of Vyyo Inc. and wholly-owned subsidiaries
(collectively, Vyyo or the Company). Following the cessation of business operations of Shira Computer Ltd. (Shira), a wholly-owned subsidiary of the Company, Vyyo operates in one operating business segment 
the fixed broadband wireless segment.



The
fixed broadband wireless segment supplies broadband wireless access systems used by telecommunications service providers to deliver wireless, high-speed data and voice connections to business and residential subscribers. The Company sells these
systems directly to service providers, as well as to system integrators that deploy the Companys systems as part of their end-to-end network solutions for service providers.



The cessation of Shiras operations represents a disposal of a business segment under SFAS 144
(Accounting for the Impairment or Disposal of Long-Lived Assets). Accordingly, current period results of the software segment have been classified as discontinued operations, and prior periods have been reclassified respectively (see
also note 3).



Accounting Principles



The consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) in the United States.



Use of Estimates



The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.



6



---

Vyyo Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)





Inventory



Inventory is valued at the lower of cost
or market. Cost includes the cost of raw materials computed using the moving average basis and, for work in progress and finished goods, direct labor and an appropriate proportion of production overhead. Market is determined by reference to the
sales proceeds of items sold in the ordinary course of business or management estimates based on prevailing market conditions.



During the year 2001, the Company recognized a write-down of excess inventory and purchase commitments of $8.45 million. The write-down
was charged to the cost of revenues. In the three months ended March 31, 2004, inventory that was previously written-down to $0 by taking a charge of $286,000 was sold for the amount of $661,000. In the three months ended March 31, 2003, inventory
that was previously written-down to $0 by taking a charge of $221,000 was sold for the amount of $135,000.



Impairment of Long-Lived Assets



The Company adopted SFAS No. 144. SFAS 144 requires that long-lived assets including certain intangible assets, to be held and used by an
entity, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Under SFAS 144, if the sum of the expected future cash flows (undiscounted and without interest
charges) of the long-lived assets is less than the carrying amount of such assets, an impairment loss would be recognized, and the assets are written down to their estimated fair values.



The Company performed an impairment test, based on Shiras intangible assets, property and equipment as
of June 30, 2003. The impairment test resulted in impairment charges of $2,224,000 (see also note 3(b)).



Goodwill



On January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 supersedes Accounting
Principles Board Opinion (APB) No. 17, Intangible Assets. Among the most significant changes made by SFAS No. 142 are: (i) goodwill and intangible assets with indefinite lives will no longer be amortized; and (ii) goodwill
and intangible assets deemed to have an indefinite life will be tested for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable.



The Company identified its various reporting units, which
consist of its operating segments. The Company has utilized expected future discounted cash flows to determine the fair value of the reporting units and whether any impairment of goodwill existed.



The Companys goodwill was allocated to the Software
Products segment, which was classified as discontinued operations.



As described in note 3(b) below, the Company performed a goodwill impairment test, based on Shiras valuation as of June 30, 2003. The impairment test resulted in an impairment charge of $420,000.



7



---

Vyyo Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)





Revenue Recognition



Revenues from the fixed broadband
wireless segment include product revenues. Product revenues are derived primarily from sales of hubs and modems initially sold as a package to telecommunications service providers and to system integrators. Revenues from all products and from system
integration products and services are generally recorded when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred and customer acceptance requirements have been met, (iii) the price is fixed or determinable, and (iv)
collection of payment is reasonably assured and the Company has no additional obligations. The Company accrues for estimated sales returns and exchanges and product warranty and liability costs upon recognition of product revenues.



Emerging Issues Task Force (EITF) Issue 00-21,
Revenue Arrangements with Multiple Deliverables addresses the accounting, by a vendor, for contractual arrangements in which multiple revenue-generating activities will be performed by the vendor. It is effective prospectively for all
arrangements entered into in fiscal periods beginning after June 15, 2003.



EITF Issue 00-21 addresses when and, if so, how an arrangement involving multiple deliverables should be divided into separate units of accounting. The Company adopted EITF Issue 00-21 in the year ended December 31,
2003 and it had no impact on its financial position and results of operations.



The Company and its subsidiaries provide for warranty costs at the same time as the revenue is recognized. The provision is calculated as a percentage of the sales, based on historical experience.



Loss per Share



Basic and diluted losses per share are presented in
accordance with SFAS No. 128, Earnings per share (SFAS 128), for all periods presented.



Employee Stock Based Compensation



The Company accounts for employee stock based compensation in accordance with Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees (APB 25) and related interpretations. Charge for stock compensation represents the amortization of deferred compensation charges, which are based on differences between the respective exercise price of
stock options, the purchase price of stock and the deemed fair market value of the common stock. Deferred stock compensation is amortized over the vesting period of the underlying options.



Under Fixed Plan accounting, compensation cost is
fixed, measured at grant date and is not subsequently adjusted. Under Variable Plan accounting, the measurement date is after the grant date and compensation cost is estimated and recorded each period from the date of grant to the
measurement date, based on the difference between the option price and the fair market value of the stock at the end of each period.



SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123), established a fair value based method of
accounting for employee stock options or similar equity instruments, and encourages adoption of such method for stock compensation plans. However, it also allows companies to continue to account for those plans using the accounting treatment
prescribed by APB No. 25. The Company has elected to continue accounting for employee stock option plans according to APB No. 25 and accordingly discloses pro forma data assuming the Company had accounted for employee stock option grants using the
fair value based method as defined in SFAS No. 123.





8



---

Vyyo Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)





Employee Stock Based
Compensation (continued)



Pro forma
information regarding loss and loss per share required under SFAS No. 123 has been determined as if the Company had accounted for its stock options under the fair value method of SFAS No. 123. The pro forma loss per share below reflects both (i) the
charge for stock included in the historical net loss and (ii) the expense allocation based on the SFAS No. 123 calculation. The fair value for stock options was estimated at the date of each option grant using the Black-Scholes option pricing model
with the following weighted-average assumptions for the three months ended March 31, 2004 and 2003: risk-free interest rates ranging from 1.19% to 3.86%; dividend yields of zero; a weighted-average expected life of the options of approximately 3.58,
and 3.62 years; and volatility ranging from 0.36 to 1.02.



The Companys pro forma information is as follows:



|                                                                                                          |  |                                     |        |   |      |   |        |  
|--------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                          |  | Three Months endedMarch 31,         |       
|                                                                                                          |  | 2004                                |        |   | 2003 |  
|                                                                                                          |  | In thousands (except per sharedata) |       
|Loss from continuing operations as reported                                                               |  | $                                   | (2,061 | ) |      | $ | (1,977 | )
|Deduct: stock based employee compensation expense, included in net loss                                   |  |                                     | (547   | ) |      |   |       |  
|Add: stock based employee compensation expense determined under fair value method for all awards          |  |                                     | (854   | ) |      |   | (82    | )
|                                                                                                          |  |                                     |        |   |      |   |        |  
|                                                                                                          |  |                                    
|Pro Forma loss from continuing operations                                                                 |  |                                     | (3,462 | ) |      |   | (2,059 | )
|                                                                                                          |  |                                     |        |   |      |   |        |  
|                                                                                                          |  |                                    
|Loss from discontinued operations as reported                                                             |  |                                     | (84    | ) |      |   | (1,286 | )
|Add: stock based employee compensation income (expense) determined under fair value method for all awards |  |                                     | 7      |   |      |   | (1     | )
|                                                                                                          |  |                                     |        |   |      |   |        |  
|                                                                                                          |  |                                    
|Pro Forma loss from discontinued operations                                                               |  |                                     | (77    | ) |      |   | (1,287 | )
|                                                                                                          |  |                                     |        |   |      |   |        |  
|                                                                                                          |  |                                    
|Pro forma loss                                                                                            |  |                                     | (3,539 | ) |      |   | (3,346 | )
|                                                                                                          |  |                                     |        |   |      |   |        |  
|                                                                                                          |  |                                    
|Basic and diluted loss per share:                                                                         |  |                                     |        |   |      |   |        |  
|As reported:                                                                                              |  |                                     |        |   |      |   |        |  
|Continuing operations                                                                                     |  | $                                   | (0.15  | ) |      | $ | (0.16  | )
|Discontinued operations                                                                                   |  |                                     | (0.01  | ) |      |   | (0.10  | )
|                                                                                                          |  |                                     |        |   |      |   |        |  
|                                                                                                          |  | $                                   | (0.16  | ) |      | $ | (0.26  | )
|                                                                                                          |  |                                     |        |   |      |   |        |  
|                                                                                                          |  |                                    
|Proforma:                                                                                                 |  |                                     |        |   |      |   |        |  
|Continuing operations                                                                                     |  | $                                   | (0.26  | ) |      | $ | (0.17  | )
|Discontinued operations                                                                                   |  |                                     | (0.01  | ) |      |   | (0.10  | )
|                                                                                                          |  |                                     |        |   |      |   |        |  
|                                                                                                          |  | $                                   | (0.27  | ) |      | $ | (0.27  | )
|                                                                                                          |  |                                     |        |   |      |   |        |  



Reclassifications



Certain comparative figures have been
reclassified to conform to the current year presentation.



9



---

Vyyo Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)





2. Inventory



Inventory is comprised of the following:



|                |  |                |       |                   |   |      
|--------------- |  | -------------- | ----- | ----------------- | - | -----
|                |  | March 31, 2004 |       | December 31, 2003
|                |  | In thousands  
|Raw materials   |  | $              | 442   |                   | $ | 366  
|Work in process |  |                | 371   |                   |   | 519  
|Finished goods  |  |                | 286   |                   |   | 307  
|                |  |                |       |                   |   |      
|                |  | $              | 1,099 |                   | $ | 1,192
|                |  |                |       |                   |   |      



3. Shira  Discontinued
Operations



Due to the continuing decline in Shiras
sales, Shiras recurring losses and its inability to penetrate the market, the Companys Board of Directors determined on August 12, 2003, to cease all of Shiras business operations and terminate all of Shiras employees.



The cessation of Shiras operations represents a
disposal of a business segment under SFAS 144. Accordingly, current period results of the software segment have been classified as discontinued operations, and prior periods have been reclassified respectively.



Assets and liabilities of the discontinued operation were as follows:



|                      |  |               |     |                  |   |    
|--------------------- |  | ------------- | --- | ---------------- | - | ---
|                      |  | March 31,2004 |     | December 31,2003
|                      |  | In thousands 
|Current Assets        |  | $             | 28  |                  | $ | 40 
|                      |  |               |     |                  |   |    
|Current liabilities * |  | $             | 591 |                  | $ | 632
|                      |  |               |     |                  |   |    

---

|* | As of March 31, 2004, current liabilities included a provision for severance pay expenses and termination of contractual obligations in the amount of $5,000, which will be paid in
the second quarter of 2004.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





10



---

Vyyo Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)





3. Shira  Discontinued
Operations (continued)



Profit and loss of the
discontinued operations were as follows:



|                                  |  |                             |     |   |      |   |        |  
|--------------------------------- |  | --------------------------- | --- | - | ---- | - | ------ | -
|                                  |  | Three Monthsended March 31, |    
|                                  |  | 2004                        |     |   | 2003 |  
|                                  |  | In thousands                |    
|Revenues                          |  | $                           | 32  |   |      | $ | 139    |  
|Cost of revenues                  |  |                             | 24  |   |      |   | 284    |  
|                                  |  |                             |     |   |      |   |        |  
|Gross profit (loss)               |  |                             | 8   |   |      |   | (145   | )
|                                  |  |                             |     |   |      |   |        |  
|                                  |  |                            
|Loss from operations              |  |                             | (84 | ) |      |   | (1,283 | )
|Interest expenses, net            |  |                             |     |   |      |   | (3     | )
|                                  |  |                             |     |   |      |   |        |  
|Loss from discontinued operations |  | $                           | (84 | ) |      | $ | (1,286 | )
|                                  |  |                             |     |   |      |   |        |  



Loss from discontinued
operations includes:



| | (1) | The Company amortized the identifiable intangible assets over a period of three years. The amortization of identifiable assets was as follows:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



|                    |  |                             |   |      |   |    
|------------------- |  | --------------------------- | - | ---- | - | ---
|                    |  | Three Monthsended March 31,
|                    |  | 2004                        |   | 2003
|                    |  | In thousands               
|Acquired technology |  | $                           |  |      | $ | 228
|Customers list      |  |                             |   |      |   | 30 
|                    |  |                             |   |      |   |    
|                    |  | $                           |  |      | $ | 258
|                    |  |                             |   |      |   |    



| | (2) | Severance expenses and termination of contractual obligations, accounted for according to SFAS 146 (Accounting for costs associated with exit or disposal activities),
are as follows:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                    |  |                   |     |   |                                     |   |    |       |  |   |     |  
|------------------------------------------------------------------- |  | ----------------- | --- | - | ----------------------------------- | - | -- | ----- |  | - | --- | -
|                                                                    |  | Severanceexpenses |     |   | Terminationofcontractualobligations |   |    | Total | 
|                                                                    |  | In thousands      |    
|Balance as of December 31, 2003                                     |  | $                 | 72  |   |                                     | $ | 10 |       |  | $ | 82  |  
|Incurred expenses paid during the three months ended March 31, 2004 |  |                   | (68 | ) |                                     |   | (9 | )     |  |   | (77 | )
|                                                                    |  |                   |     |   |                                     |   |    |       |  |   |     |  
|Balance as of March 31, 2004                                        |  | $                 | 4   |   |                                     | $ | 1  |       |  | $ | 5   |  
|                                                                    |  |                   |     |   |                                     |   |    |       |  |   |     |  



11



---

Vyyo Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)



3. Shira  Discontinued Operations (continued)



| | (b) | Impairment of goodwill and intangible assets: Due to the continuing decline in Shiras sales, Shiras recurring losses and its inability to penetrate the market, the
Company performed an impairment test, based on the valuation of Shiras operations and its tangible and intangible assets as of June 30, 2003. The impairment test resulted in impairment charges of $2,644,000, out of which $1,831,000 related to
the acquired technology, $227,000 related to the customer list, $420,000 related to the goodwill recorded upon Shiras acquisition and $166,000 related to property and equipment. The impairment charges were based on the fair value of the
related assets, which were calculated based on the present value of the related cash flows.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4. Accrued Liabilities



Accrued liabilities consist of the following:



|                          |  |                |       |                  |   |      
|------------------------- |  | -------------- | ----- | ---------------- | - | -----
|                          |  | March 31, 2004 |       | December 31,2003
|                          |  | In thousands  
|Withholding tax           |  | $              | 1,768 |                  | $ | 1,727
|Compensation and benefits |  |                | 1,669 |                  |   | 1,598
|Royalties                 |  |                | 1,041 |                  |   | 1,016
|Warranty *                |  |                | 534   |                  |   | 389  
|Other                     |  |                | 1,078 |                  |   | 1,056
|                          |  |                |       |                  |   |      
|                          |  |                | 6,090 |                  | $ | 5,786
|                          |  |                |       |                  |   |      



|* | The changes in the balances during the periods are comprised of the following:
|- | ------------------------------------------------------------------------------

---



|                                                         |  |                             |     |   |                        |   |      |  
|-------------------------------------------------------- |  | --------------------------- | --- | - | ---------------------- | - | ---- | -
|                                                         |  | Three Monthsended March 31, |     |   | Year endedDecember 31, |  
|                                                         |  | 2004                        |     |   | 2003                   |  
|                                                         |  | In thousands                |    
|Balance at beginning of period                           |  | $                           | 389 |   |                        | $ | 395  |  
|Payments made under the warranty                         |  |                             |     |   |                        |   | (58  | )
|Product warranty issued for new sales                    |  |                             | 168 |   |                        |   | 444  |  
|Changes in accrual in respect of warranty periods ending |  |                             | (23 | ) |                        |   | (392 | )
|                                                         |  |                             |     |   |                        |   |      |  
|Balance at end of period                                 |  |                             | 534 |   |                        | $ | 389  |  
|                                                         |  |                             |     |   |                        |   |      |  



12



---

Vyyo Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)



4. Accrued Liabilities (continued)



Accrued restructuring liability



In 2001, the Company implemented a restructuring program to
reduce operating expenses. The Company recorded charges of $12.8 million related to excess facilities, abandoned equipment and employees severance and other related benefits due to a reduction of approximately 180 employees, or approximately
75% of the Companys workforce. In the three months ended March 31, 2004, the Company recorded a positive adjustment of $501,000 in compensation charges with respect to a variable compensation plan related to our former Chief Executive Officer
(see note 7).



5. Severance Liability



The amounts of severance pay expenses were $105,000 and
$59,000 for the three months ended March 31, 2004 and 2003, respectively.



The Company is obligated to make a contribution, in respect of the Companys Israeli severance pay obligations, of $260,000 per year beginning April 1, 2004.



6. Contingencies



Former employees claims



In December, 2003, the Company commenced litigation against a former employee of Shira for overpaid
commissions and alleging breach of fiduciary duty. On January 22, 2004, the same employee filed a complaint against the Company and several of its officers. The Company filed a motion to dismiss and, on April 5, 2004, the employee voluntarily
dismissed his complaint. The Company is also involved in litigation with a former consultant. The Companys management believes that the provision included in the financial statements as of March 31, 2004 is sufficient.



7. Former Chief Executive Officer (Former CEO) separation agreement



In April 2002, pursuant to a separation
agreement entered into in October 2001, the Companys Former CEO drew down on the $1,000,000 loan provided for in the separation agreement. This loan is due on January 1, 2006, or earlier upon sales of the Companys shares held by such
officer or upon certain other circumstances. The loan is secured solely by the 266,667 options held by such officer and the shares of the Companys common stock underlying these options.



Combined accounting is being applied to the 266,667 options
issued and the related $1 million loan secured by such options. This results in variable accounting for the 266,667 options, with a minimum expense being recorded of $1 million. The total adjustments for the three months ended March 31, 2004 and
2003 associated with these options were an income adjustment of $501,000 and an expense of $0, respectively. The charges were recorded as a restructuring adjustment.



13



---

Vyyo Inc.

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)



8. Comprehensive Loss



The components of comprehensive loss are as follows (in thousands):



|                                                 |  |                              |        |   |      |   |        |  
|------------------------------------------------ |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                 |  | Three Months ended March 31, |       
|                                                 |  | 2004                         |        |   | 2003 |  
|                                                 |  | In thousands                 |       
|Loss                                             |  | $                            | (2,145 | ) |      | $ | (3,263 | )
|Unrealized loss on available-for-sale securities |  |                              | (34    | ) |      |   | (1     | )
|                                                 |  |                              |        |   |      |   |        |  
|Comprehensive loss                               |  | $                            | (2,179 | ) |      | $ | (3,264 | )
|                                                 |  |                              |        |   |      |   |        |  



9. Segment Reporting



Following the cessation of business
operation of Shira, as described in note 3 above, the Company has one business segmentfixed broadband wireless.



Sales to major customers:



|
|

|           |  |                              |   |  |      |  
|---------- |  | ---------------------------- | - |  | ---- | -
|           |  | Three Months ended March 31, |  
|           |  | 2004                         |   |  | 2003 |  
|Revenues:  |  |                              |   |  |      |  
|Customer A |  | 32                           | % |  |     |  
|Customer B |  | 20                           | % |  |     |  
|Customer C |  | 14                           | % |  |     |  
|Customer D |  | 13                           | % |  | 49   | %
|Customer E |  | 10                           | % |  |     |  
|Customer F |  | 4                            | % |  | 16   | %
|Customer G |  |                             |   |  | 16   | %
|Customer H |  |                             |   |  | 12   | %

|
|



14



---

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



The following information
should be read in conjunction with the condensed consolidated interim financial statements and the notes thereto in Part I, Item 1 of this Quarterly Report and with Managements Discussion and Analysis of Financial Condition and Results of
Operations for the year ended December 31, 2003, contained in Vyyos Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission. The matters addressed in this Managements Discussion
and Analysis of Financial Condition and Results of Operations, with the exception of the historical information presented, may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Vyyos actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, without limitation, those set forth under the heading Risk
Factors following this Managements Discussion and Analysis section, and elsewhere in this report.



Overview



We supply broadband wireless access systems used by telecommunications service providers to deliver wireless, high-speed data and voice connections to
business and residential subscribers. We sell our systems directly to service providers, as well as to system integrators that deploy our systems as part of their end-to-end network solutions for service providers.



In 2001, the global telecommunications market, and in particular the fixed
wireless broadband access market, experienced a significant downturn. We experienced dramatic decreases in the sales of our products and the adoption of our technology in 2001, and our sales continued at a reduced level through 2003. While we expect
that the telecommunications market may recover over time, any such recovery may occur only slowly. If the market does not recover in the near future and if our sales do not substantially increase from current levels, we will continue to incur
losses, and may never achieve profitability. We have incurred significant losses since our inception, and we expect to continue to incur losses for the foreseeable future. We incurred losses of approximately $2.1 million for the three months
ended March 31, 2004. As of March 31, 2004, our accumulated deficit was approximately $178 million.



In 2003, particularly in the later months of the year, it appeared as though the telecommunications and wireless communications industries were beginning
to recover in connection with some positive announcements by major telecommunications service providers, increased capital spending by cellular operators and the growing economy in China. Starting in 2003, we believed new opportunities might develop
for our products and began to dedicate additional resources to sales in international markets, particularly China.



In addition to further developing our traditional wireless business, we also continue to explore alternatives relating to the license, purchase or
acquisition of other products, technology, assets or businesses. We have invested, and we expect that we will continue to invest, significant time and resources searching for and investigating new business opportunities. We may not be able to
successfully effect any of these alternatives on a timely basis or at all.



Critical Accounting Policies



The discussion
and analysis of our financial conditions and results of operations are based upon our consolidated interim financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and judgments that affect the reported assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of the financial
statements. Actual results may differ from these estimates under different assumption and conditions.



Our significant accounting policies are described in the notes to the annual consolidated financial statements as of and for the year ended December 31,
2003. We determined the critical principles by considering



15



---

accounting policies that involve the most complex or subjective decisions or assessments. We believe our most critical
accounting policies include the following:



Revenue
recognition. Revenues from the fixed broadband wireless segment consist primarily of product revenues. Product revenues are derived primarily from sales of hubs and modems initially sold as a package to telecommunications service providers and
to system integrators. Revenues from all products and from system integration products and services are generally recorded when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred and customer acceptance requirements have
been met, (iii) the price is fixed or determinable, and (iv) collection of payment is reasonably assured and the Company has no additional obligations. We accrue for estimated sales returns and exchanges and product warranty and liability costs
upon recognition of product revenues.



Emerging Issues Task
Force (EITF) Issue 00-21, Revenue Arrangements with Multiple Deliverables addresses the accounting, by a vendor, for contractual arrangements in which multiple revenue-generating activities will be performed by the vendor. It
is effective prospectively for all arrangements entered into in fiscal periods beginning after June 15, 2003. EITF Issue 00-21 addresses when and, if so, how an arrangement involving multiple deliverables should be divided into separate units of
accounting. The Company adopted EITF Issue 00-21 in the year ended December 31, 2003 and it had no impact on its financial position and results of operations.



Inventory Valuation. In 2001, due to the dramatic slowdown in the telecommunications sector and the economy in general, we recorded a write-down
of excess inventory and purchase commitments of $8.45 million. Our estimate was based on our expectations for sales of our products in the foreseeable future due to the uncertainty of selling our existing products if and when the market recovers. In
the three months ended March 31, 2004, inventory that was previously written-down to $0 by taking a charge of $286,000 was sold for the amount of $661,000.



Valuation of Identifiable Intangible Assets and Goodwill.Upon the acquisition of Shira in 2002, we recorded identifiable intangible assets of
$3,091,000 and goodwill of $820,000. We amortized the identifiable intangible assets over a period of three years. We assessed the identifiable intangible assets and goodwill for recoverability through the estimated future cash flows resulting from
the use of the assets. Our assessment for recoverability, based on Shiras valuation as of June 30, 2003, resulted in impairment charges of $2,644,000, out of which $1,831,000 related to the acquired technology, $227,000 related to the customer
list, $420,000 related to the goodwill recorded upon Shiras acquisition and $166,000 related to property and equipment.



Products Warranty. We accrue for estimated sales returns and exchanges and product warranty costs upon recognition of product revenues. The
provision is calculated as a percentage of the sales based on historical experience according to the obligations to customers.



This discussion and analysis should be read in conjunction with our condensed consolidated interim financial statements and related notes included
elsewhere in this report.



Results of Operations



Revenues



Revenues from fixed broadband wireless include product revenues. Revenues are derived from sales of hubs and modems
initially sold as a package to telecommunications service providers and to system integrators. Revenues from these products are generally recorded when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred and customer
acceptance requirements have been met, (iii) the price is fixed or determinable, and (iv) collection of payment is reasonably assured and we have no additional obligations. We accrue for estimated sales returns and exchanges and product warranty and
liability costs upon recognition of product revenues.



Our
revenue is concentrated among relatively few customers. Though our principal revenue-generating customers are likely to vary on a quarterly basis, we anticipate that our revenues will remain concentrated among a few customers for the foreseeable
future.



16



---

|           |  |                              |   |  |      |  
|---------- |  | ---------------------------- | - |  | ---- | -
|           |  | Three Months ended March 31, |  
|           |  | 2004                         |   |  | 2003 |  
|Revenues:  |  |                              |   |  |      |  
|Customer A |  | 32                           | % |  |     |  
|Customer B |  | 20                           | % |  |     |  
|Customer C |  | 14                           | % |  |     |  
|Customer D |  | 13                           | % |  | 49   | %
|Customer E |  | 10                           | % |  |     |  
|Customer F |  | 4                            | % |  | 16   | %
|Customer G |  |                             |   |  | 16   | %
|Customer H |  |                             |   |  | 12   | %



Revenues increased to
$2.2 million in first quarter of 2004 from $346,000 in the first quarter of 2003. The increase in revenues in the first quarter of 2004, primarily reflects the increased shipments of our products, particularly to the Asia market. Revenues include
revenues from sales of inventory that was previously written down to $0 in 2001 of approximately $661,000 in the first quarter of 2004 and $135,000 in the first quarter of 2003. As a result of the write-down in 2001, the cost of revenues associated
with the sales of this inventory has been accounted for as $0.



Cost of
Revenues



Cost of revenues consists of component and
material costs, direct labor costs, warranty costs, royalties in connection with Israeli government incentive programs and overhead related to manufacturing our products.



Cost of revenues increased to $1 million in the first quarter of 2004 from $86,000 in the first quarter of 2003. The
increase in cost of revenues in the third quarter of 2004, were primarily attributable to (1) the increase in shipments of our products, (2) our increasing workforce, and (3) purchases of new inventories made in response to demand for our products.
As a result of the write-down of inventories to $0 in 2001, cost of revenues does not include $286,000 in the first quarter of 2004 and $221,000 in the first quarter of 2003, related to the sale of such inventories. We anticipate that our cost of
revenues will increase, and our gross margin will decrease, in future periods as and to the extent that we deplete our previously written-down inventories and sell products from newly acquired inventories. While we expect that the telecommunications
industry may recover over time, substantial uncertainty exists as to our ability to sell our existing products if and when the market recovers.



Research and Development Expenses



Research and development expenses consist primarily of personnel, facilities, equipment and supplies for our research and development activities.
Substantially all of our wireless research and development activities are carried out in our facilities in Palo Alto, California and Jerusalem, Israel. These expenses are charged to operations as incurred. Our research and development expenses
increased to $1.2 million in the first quarter of 2004 from $805,000 in the first quarter of 2003. The increase in research and development expenses in the first quarter 2004 was due to an increase in research and development efforts for new
wireless products and increasing our workforce. Although we have recently increased our research and development expenses, as a result of the previous decreases in research and development activities, we may be unable to develop next generation
products and new products to meet the demands of the market. We anticipate that research and development expenses will increase in future periods as we increase our efforts to develop new wireless products to address the China market and other new
markets.



17



---

Selling and Marketing Expenses



Sales and marketing expenses consist of salaries and related costs of sales and marketing employees, consulting fees and
expenses for travel, trade shows and promotional activities. Sales and marketing expenses increased to $1.4 million in the first quarter of 2004 from $606,000 in the first quarter of 2003. The increase in sales and marketing expenses in the first
quarter of 2004 was due to an increase in sales efforts for our wireless products in Asia and other new markets, as well as an increase in our workforce. We anticipate that sales and marketing expenses will increase in future periods as we increase
our efforts to sell our products in the China market and other new markets.



General and Administrative Expenses



General
and administrative expenses consist primarily of personnel and related costs for general corporate functions, including finance, accounting, strategic and business development, human resources and legal. General and administrative expenses increased
to $1.4 million in the first quarter of 2004 from $1.2 million in the first quarter of 2003. The increase in general and administrative expenses in the first quarter of 2004 was primarily due to an increase in salaries and professional fees, offset
partially by a decrease in our insurances expenses. General and administrative expenses also included expenses of $194,000 for the first quarter of 2004, paid to an unaffiliated third party management company in connection with several charters of
an aircraft for business travel purposes. While we chartered the aircraft directly from the management company, the chartered aircraft is leased by Harmony Management, Inc., of which Davidi Gilo and a trust for his benefit are the sole shareholders.
Payments made by us to the management company for the aircraft charters were ultimately paid to Harmony Management, after deductions for certain operating costs and charter management fees. Harmony Management has advised us that the hourly rate
charged by the management company for these charters was substantially less than the standard rate charged for similar charters to other unaffiliated parties.



Restructuring Charges



In 2001, we implemented a restructuring program to reduce operating expenses due to the dramatic and continuing slowdown in the telecommunications sector
and the general economy. In connection with this restructuring, we recorded charges of $12.8 million in 2001. These charges are costs related to excess facilities, abandoned equipment and employees severance and other related benefits. The
restructuring included a workforce reduction of approximately 180 employees, or approximately 75% of our workforce. In the first quarter of 2004, we recorded a restructuring income of $501,000 from a positive adjustment with respect to a variable
compensation plan related to our former Chief Executive Officer.



Interest
Income, Net



Interest income, net, includes interest and
investment income, foreign currency remeasurement gains and losses. Net interest income was $253,000 in the first quarter of 2004 and $422,000 in the first quarter of 2003. Our interest income is derived mainly from our cash and short-term
investment balances from proceeds from our initial and follow-on public offerings effected in 2000. We expect that our interest income will continue to decrease due to decreasing cash balances and low interest rates in financial markets.



Income Taxes



As of December 31, 2003, we had approximately $73 million of Israeli net operating loss carryforwards from our Israeli
subsidiaries, $13.7 million of United States federal net operating loss carryforwards, and $8.1 million of state net operating loss carryforwards. The Israeli net operating loss carryforwards have no expiration date and have not been recorded as tax
assets because the losses are expected to be utilized during a tax exempt period. The United States federal net operating loss carryforwards expire in various amounts between the years 2011 and 2023. The state net operating loss carryforwards expire
in various amounts between the years 2004 and 2008. We have provided a full valuation allowance against our United States federal and state deferred tax assets as the future realization of the tax benefit is not sufficiently assured.



18



---

Charge for Stock Based Compensation



Charge for stock compensation represents the amortization of deferred compensation charges which are based on the aggregate
differences between the respective exercise price of stock options and purchase price of stock at their dates of grant or sale and the deemed fair market value of our common stock for accounting purposes. Deferred stock compensation is amortized
over the vesting period of the underlying options. Income related to stock compensation was $547,000 in the first quarter of 2004, resulting from a separation agreement and an option grant agreement related to variable accounting plans (including an
income charge of $501,000 associated with a separation agreement with our former Chief Executive Officer recorded as a restructuring adjustment).



Discontinued Operation



Due to the continuing decline in Shiras sales, Shiras recurring losses and its inability to penetrate the market, Vyyos Board of
Directors determined on August 12, 2003 to cease all of Shiras business operations and terminate all of Shiras employees.



Assets and liabilities of the discontinued operation were as follows:



|                      |  |               |     |                  |   |    
|--------------------- |  | ------------- | --- | ---------------- | - | ---
|                      |  | March 31,2004 |     | December 31,2003
|                      |  | In thousands 
|Current Assets        |  | $             | 28  |                  | $ | 40 
|                      |  |               |     |                  |   |    
|Current liabilities * |  | $             | 591 |                  | $ | 632
|                      |  |               |     |                  |   |    

---

|* | As of March 31, 2004, current liabilities included a provision for severance pay expenses and termination of contractual obligations in the amount of $5,000, which will be paid in
the second quarter of 2004.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Profit and loss of
the discontinued operations were as follows:



|                                  |  |                             |     |   |      |   |        |  
|--------------------------------- |  | --------------------------- | --- | - | ---- | - | ------ | -
|                                  |  | Three Monthsended March 31, |    
|                                  |  | 2004                        |     |   | 2003 |  
|                                  |  | In thousands                |    
|Revenues                          |  | $                           | 32  |   |      | $ | 139    |  
|Cost of revenues                  |  |                             | 24  |   |      |   | 284    |  
|                                  |  |                             |     |   |      |   |        |  
|Gross profit (loss)               |  |                             | 8   |   |      |   | (145   | )
|                                  |  |                             |     |   |      |   |        |  
|                                  |  |                            
|Loss from operations              |  |                             | (84 | ) |      |   | (1,283 | )
|Interest expenses, net            |  |                             |    |   |      |   | (3     | )
|                                  |  |                             |     |   |      |   |        |  
|Loss from discontinued operations |  | $                           | (84 | ) |      | $ | (1,286 | )
|                                  |  |                             |     |   |      |   |        |  



19



---

Loss from discontinued operations includes:



| | (1) | We amortized the identifiable intangible assets over a period of three years. The amortization of identifiable assets was as follows:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



|                    |  |                              |   |      |   |    
|------------------- |  | ---------------------------- | - | ---- | - | ---
|                    |  | Three Months ended March 31,
|                    |  | 2004                         |   | 2003
|                    |  | In thousands                
|Acquired technology |  | $                            |  |      | $ | 228
|Customers list      |  |                              |   |      |   | 30 
|                    |  |                              |   |      |   |    
|                    |  | $                            |  |      | $ | 258
|                    |  |                              |   |      |   |    



| | (2) | Severance expenses and termination of contractual obligations, accounted for according to SFAS 146 (Accounting for costs associated with exit or disposal activities),
are as follows:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                    |  |                   |     |   |                                      |   |    |       |  |   |     |  
|------------------------------------------------------------------- |  | ----------------- | --- | - | ------------------------------------ | - | -- | ----- |  | - | --- | -
|                                                                    |  | Severanceexpenses |     |   | Termination ofcontractualobligations |   |    | Total | 
|                                                                    |  | In thousands      |    
|Balance as of December 31, 2003                                     |  | $                 | 72  |   |                                      |   | 10 |       |  | $ | 82  |  
|Incurred expenses paid during the three months ended March 31, 2004 |  |                   | (68 | ) |                                      |   | (9 | )     |  |   | (77 | )
|                                                                    |  |                   |     |   |                                      |   |    |       |  |   |     |  
|Balance as of March 31, 2004                                        |  | $                 | 4   |   |                                      | $ | 1  |       |  | $ | 5   |  
|                                                                    |  |                   |     |   |                                      |   |    |       |  |   |     |  



| | (b) | Impairment of goodwill and intangible assets: Due to the continuing decline in Shiras sales, Shiras recurring losses and its inability to penetrate the market, we
performed an impairment test, based on the valuation of Shiras operations and its tangible and intangible assets as of June 30, 2003. The impairment test resulted in impairment charges of $2,644,000, out of which $1,831,000 related to the
acquired technology, $227,000 related to the customer list, $420,000 related to the goodwill recorded upon Shiras acquisition and $166,000 related to property and equipment. The impairment charges were based on the fair value of the related
assets, which were calculated based on the present value of the related cash flows.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Liquidity and Capital Resources



As of March 31, 2004, we had $55.8 million of cash, cash equivalents and short-term investments. In the first quarter of 2004, net cash used in operations was $2.2 million, comprised mainly of (1) our loss of $2.1 million, (2)



20



---

changes in other working capital accounts of $0.3 million, and (3) non-cash charges of (a) depreciation and amortization
of $0.1 million, and (b) income related to stock compensation of $0.5 million. In the first quarter of 2003, net cash used in operations was $5.1 million, comprised of (1) our loss of $3.3 million, (2) changes in other working capital accounts of
$2.3 million, and (3) capital gain of $1,000, partially offset by non-cash charges of depreciation and amortization of $0.5 million.



In the first quarter of 2004, net cash provided by investing activities was $5.9 million, comprised mainly of our purchase of short-term investments net
from our proceeds from sales and maturities of short-term investments of $6 million. In the first quarter of 2003, net cash provided by investing activities was $8.7 million, comprised mainly of our proceeds from sales and maturities of short-term
investments net of our purchase of short-term investments of $8.8 million.



Financing activities in the first quarter of 2004 amounted to approximately $0.3 million of proceeds from stock option exercises. Financing activities in the first quarter of 2003 amounted to approximately $0.1
million of proceeds from stock option exercises.



Our capital
requirements depend on numerous factors, including market acceptance of our products, the resources we devote to developing, marketing, selling and supporting our products, the timing and extent of establishing additional international operations
and other factors. We expect that our cash and investment balances will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. After that, we may need to raise additional funds for a number of uses.
We may not be able to obtain additional funds on acceptable terms, or at all. We expect to devote substantial capital resources to search for, investigate and, potentially, acquire new businesses, companies or technologies. The sale of additional
equity or convertible debt securities may result in additional dilution to our stockholders.



21



---

RISK FACTORS



This Form 10-Q contains forward-looking statements concerning our existing and future products, markets, expenses, revenues, liquidity, performance and
cash needs as well as our plans and strategies. These forward-looking statements involve risks and uncertainties and are based on current management expectations. Many factors could cause actual results and events to differ significantly from the
results anticipated by us and described in these forward looking statements, including but not limited to the following risk factors.



We have a history of losses, expect future losses and may never achieve or sustain profitability.



We have incurred significant losses since our inception, and we expect to continue to incur losses for the foreseeable
future. We incurred losses of approximately $2.1 million in the first quarter of 2004. As of March 31, 2004, our accumulated deficit was approximately $178 million. In response to the significant decline in our business and revenues which began in
2001 and has continued through the present, we have decreased our operating expenses in our wireless business; however, our expenses will continue to be significantly greater than our gross margin on revenues for the foreseeable future. In addition,
we recently increased our sales and marketing expenditures and research and development expenditures in connection with our increased efforts in Asia. Our revenues and gross margins may not grow or even continue at their current level and may
decline even further. Our gross margins have been favorably affected by sales of inventory that had been previously written off. If our revenues do not rapidly increase, or if our expenses increase at a greater pace than our revenues, we will never
become profitable.



If the adoption of broadband wireless technology
continues to be limited, we will not be able to sustain our business.



Our future success in the telecommunications business depends on high-speed wireless communications products gaining market acceptance as a means to provide voice and data communications services. Because these
markets are relatively new and unproven, it is difficult to predict if these markets will ever develop, expand or be sufficiently large to sustain our business. The major service providers in the United States, including WorldCom, which is currently
in Chapter 11 reorganization proceedings, and Sprint have ceased, delayed or reduced their rollouts and may further delay or reduce rollouts in the future. In the event that service providers adopt technologies other than the wireless technologies
that we offer or if they delay further their deployment of high-speed wireless communication products, we will not be able to sustain or expand our business.



If telecommunications service providers and systems integrators do not promote and purchase our products, or if the telecommunications equipment market continues not
to improve and grow, our business will seriously be harmed.



Telecommunications service providers continually evaluate alternative technologies, including digital subscriber line, fiber and cable. Should service providers or systems integrators, to which we may sell products in the future, cease to
emphasize systems that include our products, choose to emphasize alternative technologies or promote systems of our competitors, our business would be seriously harmed.



In addition, commencing in 2001 and continuing through 2003, the market for telecommunications equipment significantly
declined, which severely adversely affected the entire telecommunications industry, including service providers, systems integrators and equipment providers, and reduced the business outlook and visibility of the industry. In connection with the
deterioration of global economic conditions, many of our customers and potential customers are also currently unable to obtain debt or equity financing for deployment of



22



---

their wireless access networks and therefore do not currently have adequate capital resources to purchase our products.
If the telecommunications market, and in particular the market for broadband wireless access equipment, does not improve and grow, our business would be substantially harmed.



If the communications and Internet industries do not grow and evolve in a manner favorable to our business strategy or us, our business
may be seriously harmed.



Our future success is dependent
upon the growth of the communications industry and, in particular, the Internet. The growth of the global communications and Internet industries has slowed significantly over the past two years. Furthermore, these markets continue to evolve rapidly
because of advances in technology and changes in customer demand. We cannot predict growth rates or future trends in technology development. In addition, the deregulation, privatization and economic globalization of the worldwide communications
market, which resulted in increased competition and escalating demand for new technologies and services, may not continue in a manner favorable to us or our business strategies. In addition, the growth in demand for Internet services and the
resulting need for high-speed or enhanced communications products may not continue at its current rate or at all.



Economic conditions have adversely affected, and could continue to affect adversely, our revenues, gross margin and expenses.



Our revenue and gross margin depend significantly on general economic
conditions and the demand for wireless broadband access systems. Weak demand for our products and services caused by ongoing economic weakness in certain markets over the past several years has resulted, and may result, in decreased revenue, gross
margin, earnings or growth rates and problems with our ability to manage inventory levels and realize customer receivables. Economic conditions continue to be unpredictable; some economies are facing difficult conditions and others are in danger of
overheating. As a result, individuals and companies have delayed or reduced technology expenditures or may do so in the future. In addition, if our customers experience financial difficulties, we could experience increases in bad debt write-offs and
additions to reserves in our receivables portfolio, our lessees may be unable to make required payments. Continued uncertainty about future economic conditions makes it difficult to forecast operating results and to make decisions about future
investments. Delays or reductions in broadband wireless technology spending could have a material adverse effect on demand for our products and services and consequently our results of operations, prospects and stock price.



Because we operate in international markets, and particularly in China, we are exposed to
additional risks which could cause our international sales to decline and our foreign operations to suffer.



Sales outside of North America accounted for approximately 82% of our revenues in the first quarter of 2004. We expect that international sales, and in
particular sales to Asia, will account for a substantial portion of our revenues in future periods. However, our desire to increase our market share in Asia may not result in increased revenues. In addition, we maintain research and development
facilities in Israel. Our reliance on international sales, operations and suppliers exposes us to foreign political and economic risks, which may impair our ability to generate revenues. These risks include:



| |  | economic and political instability;
| | - | -----------------------------------



| |  | terrorist acts, international conflicts and acts of war;
| | - | --------------------------------------------------------



| |  | our international customers ability to obtain financing to fund their deployments;
| | - | -----------------------------------------------------------------------------------



| |  | changes in regulatory requirements and licensing frequencies to service providers;
| | - | ----------------------------------------------------------------------------------



| |  | import or export licensing requirements and tariffs;
| | - | ----------------------------------------------------



| |  | labor shortages or stoppages;
| | - | -----------------------------



| |  | trade restrictions and tax policies; and
| | - | ----------------------------------------



| |  | limited protection of intellectual property rights.
| | - | ---------------------------------------------------



Any of the foregoing difficulties of conducting business internationally could seriously harm our business.



23



---

Competition may result in lower average selling prices, and we may be unable to reduce our costs at offsetting rates,
which may impair our ability to achieve profitability.



We
expect that price competition among broadband wireless access systems suppliers will reduce our gross margins in the future, particularly in Asia. We anticipate that the average selling prices of broadband wireless access systems will continue to
decline as product technologies mature. We may be unable to reduce our manufacturing costs in response to declining average per unit selling prices. Our competitors may be able to achieve greater economies of scale and may be less vulnerable to the
effects of price competition than we are. These declines in average selling prices will generally lead to declines in gross margins and total profitability for these systems. If we are unable to reduce our costs to offset declines in average selling
prices, we may not be able to achieve or maintain profitability.



Our
quarterly operating results fluctuate, which may cause our share price to decline.



Our quarterly operating results have varied significantly in the past and are likely to vary significantly in the future. These variations result from a number of factors, including:



| |  | the uncertain timing and level of market acceptance for our systems and the uncertain timing and extent of rollouts of wireless broadband access systems by the major service
providers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the ability of our existing and potential direct customers to obtain financing for the deployment of broadband wireless access systems;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



| |  | the mix of products sold by us and the mix of sales channels through which they are sold;
| | - | -----------------------------------------------------------------------------------------



| |  | reductions in pricing by us or our competitors;
| | - | -----------------------------------------------



| |  | global economic conditions;
| | - | ---------------------------



| |  | the effectiveness of our system integrator customers in marketing and selling their network systems equipment;
| | - | --------------------------------------------------------------------------------------------------------------



| |  | changes in the prices or delays in deliveries of the components we purchase or license; and
| | - | -------------------------------------------------------------------------------------------



| |  | any acquisitions or dispositions we may effect.
| | - | -----------------------------------------------



A delay in the recognition of revenue, even from one customer, may have a significant negative impact on our results of operations for a given period.
Also, because only a small portion of our expenses vary with our revenues, if revenue levels for a quarter fall below our expectations, we will not be able to timely adjust expenses accordingly, which would harm our operating results in that period.
We believe that period-to-period comparisons of our results of operations are not meaningful and should not be relied upon as indicators of future performance. If our operating results fall below the expectations of investors in future periods, our
share price will likely decline.



Terrorist acts, international conflicts
and acts of war may seriously harm our business and revenue, costs and expenses and financial condition and stock price.



Terrorist acts or acts of war (wherever located around the world) may cause damage or disruption to the Company, our employees, facilities, partners,
suppliers, distributors or customers, which could significantly impact our revenue, costs and expenses and financial condition. The terrorist attacks that took place in the United States on September 11, 2001 and subsequent terrorist attacks in
other countries have created many economic and political uncertainties, some of which may materially harm our business and results of operations. The potential for future terrorist attacks, the national and international responses to terrorist
attacks or perceived threats to national security, and other actual or potential conflicts or acts of war, including the ongoing military operations in Afghanistan and Iraq as well as the threat of conflict with North Korea, have created many
economic and political uncertainties that could adversely affect our business, results of operations and stock price in ways that we cannot presently predict. We are predominantly uninsured for losses and interruptions caused by terrorist acts and
acts of war. Any political, economic or other instability in the United States, Taiwan, China or Israel in particular could adversely affect our suppliers and our business.



24



---

Our sales and operations in Asia, and China in particular, could be disrupted if contagious diseases spread.



The spread of Severe Acute Respiratory Syndrome
(SARS) and avian influenza (Bird Flu) in Asia, and China in particular, has disrupted commerce in the region. If SARS, Bird Flu or other contagious diseases spread in Asia, and China in particular, the markets for our
products there may be adversely affected. In addition, we will likely restrict the travel of our sales and technical personnel to China if such diseases are not contained, which could adversely affect our ability to market and sell our products in
China and provide technical assistance to our customers in China. In addition, a restriction of flights in China could disrupt shipments of our products into China and delay or curtail sales of our products. If SARS, Bird Flu or other contagious
diseases spread beyond Asia, other world markets for our products may also be adversely affected.



Since we have significantly reduced our workforce and expenses, we may not be able to address successfully the telecommunications market if and when it recovers.



During 2001, the global telecommunications market, and in particular the
fixed wireless broadband access market, experienced a significant downturn. We experienced dramatic decreases in the sales of our products and the adoption of our technology in 2001, and our sales have continued at a reduced level through 2004. In
this environment, we determined in 2001 that significant expenditures in our historical products and technology were not justified, and we reduced our workforce by approximately 75%, from 240 employees to 60 employees. During 2002 and the first
quarter of 2003, our workforce in the wireless broadband access business further declined by seven employees, to 53 employees at March 31, 2003. In the second, third and fourth quarters of 2003, as well as the first quarter of 2004, we increased our
sales and marketing expenses and research and development expenses in connection with our increased efforts in China, although such expenses continue to be at low levels. While we expect that the telecommunications market may recover over time, any
such recovery may occur only slowly. If the market does not recover in the near future and if our sales do not substantially increase from current levels, we will continue to incur losses and may never achieve profitability. We may be unable
effectively to sell and market our products without substantially further increasing sales and marketing expenses. Furthermore, substantial uncertainty exists as to the ability of our existing products and technology to address this market when it
returns. Moreover, our ability to develop and market products that effectively address customer needs in the telecommunications market as it evolves with new and competitive products and technologies may be limited due to, among other things, our
limited research and development budget.



The loss of one or more of our key
customers would result in a loss of a significant amount of our revenues and adversely affect our business.



A relatively small number of customers account for a large percentage of our revenues, as set forth in the table below:



|           |  |                             |   |  |      |  
|---------- |  | --------------------------- | - |  | ---- | -
|           |  | Three Months endedMarch 31, |  
|           |  | 2004                        |   |  | 2003 |  
|           |  |                            
|Revenues:  |  |                             |   |  |      |  
|           |  |                            
|Customer A |  | 32                          | % |  |     |  
|           |  |                            
|Customer B |  | 20                          | % |  |     |  
|           |  |                            
|Customer C |  | 14                          | % |  |     |  
|           |  |                            
|Customer D |  | 13                          | % |  | 49   | %
|           |  |                            
|Customer E |  | 4                           | % |  |     |  
|           |  |                            
|Customer F |  |                            |   |  | 16   | %
|           |  |                            
|Customer G |  |                            |   |  | 16   | %
|           |  |                            
|Customer H |  |                            |   |  | 12   | %



We expect that we will
continue to depend on a limited number of customers for a substantial portion of our revenues in future periods. The loss of a major customer could seriously harm our ability to sustain revenue



25



---

levels, which would seriously harm our operating results. In addition, many of our customers are dependent on obtaining
funding for their deployments. The continued inability of our customers to obtain such funding will adversely affect their deployments, which would adversely affect our business.



We may not be able to sell Shiras remaining assets on acceptable terms, or at all.



In August 2003, the Board of Directors determined to cease all of
Shiras business operations and terminate all of Shiras employees. Vyyo made this decision due to the continuing decline in Shiras sales, Shiras recurring losses and its inability to penetrate the market. In addition, Vyyo is
exploring the sale of Shiras remaining assets. Vyyo would likely receive only minimal value, if any, in a sale of Shira.



Conditions in Israel affect our operations and may limit our ability to produce and sell our systems.



Our research and development, final testing and assembly facilities, and
some contract manufacturers are located in Israel. Political, economic and military conditions in Israel directly affect our operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between
Israel and its Arab neighbors and a state of hostility, varying in degree and intensity, has led to security and economic problems for Israel. Hostilities within Israel have dramatically escalated in recent years, which could disrupt our operations.
In addition, the recent United States war against Iraq and the current military and political presence of the United States or its allies in Iraq could cause increasing instability in the Middle East and further disrupt relations between Israel and
its Arab neighbors. We could be adversely affected by any major hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners, a significant increase in inflation, or a significant downturn in the
economic or financial condition of Israel. As a result of the hostilities and unrest presently occurring within Israel and the Middle East, the future of the peace efforts between Israel and its Arab neighbors is uncertain. Moreover, several
countries still restrict business with Israel and with Israeli companies. We could be adversely affected by restrictive laws or policies directed towards Israel or Israeli businesses.



Our Chief Financial Officer, one of our directors and many of our employees are based in Israel, and many of them are
currently obligated to perform annual reserve duty and are subject to being called to active duty at any time under emergency circumstances. Our business cannot assess the full impact of these requirements on our workforce or business if conditions
should change, and we cannot predict the effect on us of any expansion or reduction of these obligations.



Because substantially all of our revenues are generated in U.S. dollars while a portion of our expenses are incurred in New Israeli Shekels, our results of operations may be seriously harmed if the rate of
inflation in Israel exceeds the rate of devaluation of the New Israeli Shekel against the U.S. dollar.



We generate substantially all of our revenues in U.S. dollars, but we incur a substantial portion of our expenses, principally salaries and related
personnel expenses related to research and development, in New Israeli Shekels, or NIS. As a result, we are exposed to the risk that the rate of inflation in Israel will exceed the rate of devaluation of the NIS in relation to the dollar or that the
timing of this devaluation lags behind inflation in Israel. If the dollar costs of our operations in Israel increase, our dollar-measured results of operations will be seriously harmed.



Because we do not have long-term contracts with our customers, our customers can discontinue purchases of our systems at any time, which
could adversely affect future revenues and operating results.



We sell our wireless broadband access systems based on individual purchase orders. Our customers are generally not obligated by long-term agreements to purchase our systems, and the agreements we have entered into do not obligate our
customers to purchase a minimum number of systems. Our customers can generally cancel or reschedule orders on short notice and discontinue using our systems at any time. Further, having a successful field system trial does not necessarily mean that
the customer will order large volumes of our systems. The reduction, delay or cancellation of orders from one or more of our customers could seriously harm our operating results.



26



---

If we determine to continue to pursue other products and business opportunities, we may not be successful in effecting
any such transactions on favorable terms, or at all, which could adversely affect our future prospects.



In addition to further developing our traditional wireless business, we also continue to explore alternatives relating to the license, purchase or
acquisition of other products, technology, assets or businesses. We have invested, and we expect that we will continue to invest, significant time and resources searching for and investigating new business opportunities. We may not be able to
successfully effect any of these alternatives on a timely basis or at all.



We may not be able to successfully operate or integrate businesses that we may choose to acquire, in a cost-effective and non-disruptive manner and realize anticipated benefits.



We continue to explore investments in or acquisitions of other companies,
products or technologies, including companies or technologies that are not complementary or related to our current wireless broadband access business. We may be unsuccessful in operating such other businesses profitably, just as we were unsuccessful
in operating Shira as a successful business. In addition, we may have difficulty integrating other companies personnel, operations, products and technologies into our current business. These difficulties may disrupt our ongoing business,
divert the time and attention of our management and employees and increase our expenses. Moreover, the anticipated benefits of any acquisition may not be realized. Future acquisitions could result in dilutive issuances of equity securities, the
incurrence of debt, contingent liabilities or amortization expenses related to goodwill and other identifiable intangible assets and the incurrence of large and immediate write-offs, any of which could seriously harm our business. In addition, we
expect that we will expend significant resources in searching for and investigating new business opportunities and may be unsuccessful in acquiring new businesses.



The potential effects of regulatory actions could impact spectrum allocation and frequencies worldwide and cause delays or otherwise
negatively impact the growth and development of the broadband wireless market, which would adversely affect our business.



Countries worldwide are considering or are in the process of allocating frequencies for wireless applications, but not all markets have done so. If the
United States and/or other countries do not provide sufficient spectrum for wireless applications or reallocate spectrum in the wireless frequency bands for other purposes, our customers may delay or cancel deployments in broadband wireless, which
could seriously harm our business. For example, in October 2001, the United States Federal Communications Commission indicated that existing MMDS license holders may be able in the future to deploy mobile services using the MMDS frequencies. If
service providers in the United States will use mobile technology such as 3G cellular technology in the MMDS band, it could harm our business because Vyyos current technology does not support mobile services. Internationally, there has been
delay in the allocation of 3.5Ghz licenses and our business is highly dependent upon new license grants in China and the manner in which those grants are distributed. Any further delays will adversely affect our customers deployments and could
significantly harm our business.



Competition may decrease our market share,
net revenues and gross margins, which may cause our stock price to decline.



The market for broadband access systems is intensely competitive, rapidly evolving and subject to rapid technological change. Certain of our competitors and potential competitors have substantially greater financial,
technical, distribution, marketing and other resources than we have and, therefore, may be able to respond more quickly to new or changing opportunities, technologies and other developments. In addition, many of our competitors have longer operating
histories, greater name recognition and established relationships with system integrators and service providers. Our primary competitors are Alvarion Inc., Wi-LAN Inc., SR Telecom, Harris Corporation, Cambridge Wireless Limited, Flarion, VCOM,
Airspan and ZTE Corporation. Most of these competitors have existing relationships with one or more of our prospective customers, and many of these companies are operating and increasing their presence in the China market, on which we believe a
substantial portion our business will depend. We also face competition from technologies such as digital subscriber line, fiber



27



---

and cable. We may not be able to compete successfully against our current and future competitors, and competitive
pressures may seriously harm our business.



Hardware defects or software
errors may increase our costs and impair the market acceptance of our systems, which would adversely affect our future operating results.



Our systems will occasionally contain certain defects or errors. This may result either from defects in components supplied by third parties or from
errors or defects in our software or hardware that we have failed to detect. We have in the past experienced, and may experience from time to time in the future, defects in new or enhanced products and systems after commencement of commercial
shipments, or defects in deployed systems. This may be observed in connection with stability or other performance problems. Our customers integrate our systems into their networks with components from other vendors. Accordingly, when problems occur
in a network system, it may be difficult to identify the component that caused the problem. Regardless of the source of these defects or errors, we will need to divert the attention of our engineering personnel from our product development efforts
to address the defect or error. We have incurred in the past and may again incur significant warranty and repair costs related to defects or errors, and we may also be subject to liability claims for damages related to these defects or errors. The
occurrence of defects or errors, whether caused by our systems or the components of another vendor, may result in significant customer relationship problems and injury to our reputation and may impair the market acceptance of our systems.



We depend on contract manufacturers and third party equipment and
technology suppliers, and these manufacturers and suppliers may be unable to fill our orders or develop required technology on a timely basis, which would result in delays that could seriously harm our results of operations.



We currently have relationships with a limited number of contract
manufacturers for the manufacturing of our broadband wireless systems, which contractors are located in Israel, Taiwan and China. These relationships may be terminated by either party with little or no notice. If our manufacturers are unable or
unwilling to continue manufacturing our systems in required volumes, we would have to identify qualified alternative manufacturers, which would result in delays that could cause our results of operations to suffer. Our limited experience with these
manufacturers does not provide us with a reliable basis on which to project their ability to meet delivery schedules, yield targets or costs. If we are required to find alternative manufacturing sources, we may not be able to satisfy our production
requirements at acceptable prices and on a timely basis, if at all. Any significant interruption in supply would affect the allocation of systems to customers, which in turn could seriously harm our business. In addition, we currently have no formal
written agreement with a manufacturer for our modem products. Our current inventory of modems will likely be insufficient to fulfill anticipated demand, and we will therefore be required to find a manufacturer in the near future. Our inability to
enter into a written agreement with a manufacturer for our modems would harm our business.



In addition to sales to system integrators, we also sell in some instances directly to service providers. Such direct sales require us to resell to service providers equipment manufactured by third party suppliers and
to integrate this equipment with the equipment we manufacture. We are particularly dependent on third party radio suppliers in selling our 3.5 Ghz and other products. We currently have no formal relationship with any third party supplier. If we are
unable to establish relationships with suppliers, or if these suppliers are unable to provide equipment that meets the specifications of our customers on the delivery schedules required by our customers, and at acceptable prices, our business would
be substantially harmed.



We obtain some of the components included in our
systems from a single source or a limited group of suppliers, and the loss of any of these suppliers could cause production delays and a substantial loss of revenue.



We currently obtain key components from a limited number of suppliers. Some of these components, such as semiconductor
components for our wireless hubs, are obtained from a single source supplier. We generally do not have long-term supply contracts with our suppliers. These factors present us with the following risks:



| |  | delays in delivery or shortages in components could interrupt and delay manufacturing and result in cancellation of orders for our systems;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| |  | suppliers could increase component prices significantly and with immediate effect;
| | - | ----------------------------------------------------------------------------------



28



---

| |  | we may not be able to develop alternative sources for system components, if or as required in the future;
| | - | ---------------------------------------------------------------------------------------------------------



| |  | suppliers could discontinue the manufacture or supply of components used in our systems. In such event, we might need to modify our systems, which may cause delays in shipments,
increased manufacturing costs and increased systems prices; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | we may hold more inventory than is immediately required to compensate for potential component shortages or discontinuation.
| | - | ---------------------------------------------------------------------------------------------------------------------------



The occurrence of any of these or similar events would harm our business.



If we do not develop new systems and system features in response to
customer requirements or in a timely way, customers may not buy our products, which would seriously harm our business.



The broadband wireless access industry is rapidly evolving and subject to technological change and innovation. We may experience design or manufacturing
difficulties that could delay or prevent our development, introduction or marketing of new systems and enhancements, any of which could cause us to incur unexpected expenses or lose revenues. If we are unable to comply with diverse, new or varying
governmental regulations or industry standards in each of the many worldwide markets in which we compete, we may not be able to respond to customers in a timely manner, which would harm our business.



If we do not effectively manage our costs in response to the decline in the business
outlook, our business could be substantially harmed.



Although we reduced the costs of our fixed broadband wireless operations in response to the decline in the telecommunications industry that began around 2001, we have recently increased certain expenses to address international market
opportunities, particularly in China, and we will need to continue to monitor closely our costs and expenses. If the market and our business do not expand, we may need to reduce further our operations.



We depend on our key personnel, in particular Davidi Gilo, our Chairman of the Board and
Chief Executive Officer, and Michael Corwin, our President and Chief Operating Officer, the loss of either of whom could seriously harm our business.



Our future success depends in large part on the continued services of our senior management and key personnel. In particular, we are highly dependent on
the service of Davidi Gilo, our Chairman of the Board and Chief Executive Officer, and Michael Corwin, our President and Chief Operating Officer. We do not carry key person life insurance on our senior management or key personnel. Any loss of the
services of Davidi Gilo or Michael Corwin, other members of senior management or other key personnel could seriously harm our business.



Delays and shortages in the supply of components from our suppliers and third party vendors could reduce our revenues or increase our cost of revenue.



Delays and shortages in the supply of components are typical in our
industry. We have experienced minor delays and shortages on more than one occasion in the past. In addition, any failure of necessary worldwide manufacturing capacity to rise along with a rise in demand could result in our subcontract manufacturers
allocating available capacity to larger customers or to customers that have long-term supply contracts in place. Our inability to obtain adequate manufacturing capacity at acceptable prices, or any delay or interruption in supply, could reduce our
revenues or increase our cost of revenue and could seriously harm our business.



29



---

Third parties may bring infringement claims against us that could harm our ability to sell our products and result in
substantial liabilities.



Third parties could assert, and
it could be found, that our technologies infringe their proprietary rights. We could incur substantial costs to defend any litigation, and intellectual property litigation could force us to do one or more of the following:



| |  | obtain licenses to the infringing technology;
| | - | ---------------------------------------------



| |  | pay substantial damages under applicable law;
| | - | ---------------------------------------------



| |  | cease the manufacture, use and sale of infringing products; or
| | - | --------------------------------------------------------------



| |  | expend significant resources to develop non-infringing technology.
| | - | ------------------------------------------------------------------



We also may experience infringement claims based on Shiras technology and products. Accordingly, any infringement claim or litigation against us could significantly
harm our business, operating results and financial condition.



If we fail to
adequately protect our intellectual property, we may not be able to compete.



Our success depends in part on our ability to protect our proprietary technologies. We rely on a combination of patent, copyright and trademark laws, trade secrets and confidentiality and other contractual provisions
to establish and protect our proprietary rights. Our pending or future patent applications may not be approved and the claims covered by such applications may be reduced. If allowed, our patents may not be of sufficient scope or strength, and others
may independently develop similar technologies or products. Litigation, which could result in substantial costs and diversion of our efforts, may also be necessary to enforce any patents issued or licensed to us or to determine the scope and
validity of third-party proprietary rights. Any such litigation, regardless of the outcome, could be expensive and time consuming, and adverse determinations in any such litigation could seriously harm our business.



Similarly, our pending or future trademark applications may not be approved
and may not be sufficient to protect our trademarks in the markets where we either do business or hope to conduct business. The inability to secure any necessary trademark rights could be costly and could seriously harm our business.



We regularly evaluate and seek to explore and develop derivative products
relating to our broadband wireless systems. We may not be able to secure all desired intellectual property protection relating to such derivative products. Furthermore, because of the rapid pace of change in the broadband wireless industry, much of
our business and many of our products rely on technologies that evolve constantly and this continuing uncertainty make it difficult to forecast future demand for our products.



Because of our long product development process and sales cycle, we may incur substantial expenses without anticipated revenues that
could cause our operating results to fluctuate.



A
customers decision to purchase our fixed broadband wireless systems typically involves a significant technical evaluation, formal internal procedures associated with capital expenditure approvals and testing and acceptance of new systems that
affect key operations. For these and other reasons, the sales cycle associated with our systems can be lengthy and subject to a number of significant risks, over which we have little or no control. Because of the growing sales cycle and the
likelihood that we may rely on a small number of customers for our revenues, our operating results could be seriously harmed if such revenues do not materialize when anticipated, or at all.



We may need to raise additional capital in the future, and if we are unable to secure
adequate funds on terms acceptable to us, we may not be able to execute our business plan.



We expect that the net proceeds from our initial public offering completed in May 2000, and our secondary public offering completed in September 2000,
will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. After that, we may need to raise additional funds for a number of uses, including:



30



---

| |  | acquiring technologies or businesses;
| | - | -------------------------------------



| |  | hiring additional qualified personnel; and
| | - | ------------------------------------------



| |  | implementing further marketing and sales activities.
| | - | ----------------------------------------------------



We may have to raise funds even sooner in order to fund more rapid expansion, to respond to competitive pressures or to otherwise respond to unanticipated
requirements. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our existing stockholders will be reduced. We may not be able to obtain additional funds on acceptable terms, or at
all. If we cannot raise needed funds on acceptable terms, we may not be able to increase our ongoing operations if necessary, take advantage of acquisition opportunities, develop or enhance systems or respond to competitive pressures. This potential
inability to raise funds on acceptable terms could seriously harm our business.



Government regulation and industry standards may increase our costs of doing business, limit our potential markets or require changes to our business model and adversely affect our business.



The emergence or evolution of regulations and industry standards for
broadband wireless products, through official standards committees or widespread use by operators, could require us to modify our systems, which may be expensive and time-consuming, and to incur substantial compliance costs. Radio frequencies are
subject to extensive regulation under the laws of the United States, foreign laws and international treaties. Each country has different regulations and regulatory processes for wireless communications equipment and uses of radio frequencies.
Failure by the regulatory authorities to allocate suitable, sufficient radio frequencies to potential customers in a timely manner could result in the delay or loss of potential orders for our systems and seriously harm our business.



We are subject to export control laws and regulations with respect to certain
of our products and technology. We are subject to the risk that more stringent export control requirements could be imposed in the future on product classes that include products exported by us, which would result in additional compliance burdens
and could impair the enforceability of our contract rights. We may not be able to renew our export licenses as necessary from time to time. In addition, we may be required to apply for additional licenses to cover modifications and enhancements to
our products. Any revocation or expiration of any requisite license, the failure to obtain a license for product modifications and enhancements, or more stringent export control requirements could seriously harm our business.



The government programs and benefits we receive require us to satisfy prescribed
conditions. These programs and benefits may be terminated or reduced in the future, which would increase our costs and taxes and could seriously harm our business.



Certain of our capital investments have been granted approved enterprise status under Israeli law providing us
with certain Israeli tax benefits. The benefits available to an approved enterprise are conditioned upon the fulfillment of conditions stipulated in applicable law and in the specific certificate of approval. If we fail to comply with these
conditions, in whole or in part, we may be required to pay additional taxes for the period in which we enjoyed the tax benefits and would likely be denied these benefits in the future. From time to time, the government of Israel has considered
reducing or eliminating the benefits available under the approved enterprise program. These tax benefits may not be continued in the future at their current levels or at all. The termination or reduction of these benefits would increase our taxes
and could seriously harm our business. As of the date hereof, our Israeli subsidiary has accumulated loss carry-forwards for Israeli tax purposes and therefore has not enjoyed any tax benefits under current approved enterprise programs.



In the past, we received grants from the government of Israel for the
financing of a portion of our research and development expenditures for previous products in Israel. The regulations under which we received these grants restrict our ability to manufacture products or transfer technology outside of Israel for
products developed with this technology. Furthermore, these grants may not be available to us in the future.



The government of Israel has decided to cancel, as of June 30, 2004, the ability of companies to submit new applications for approved enterprise status.
This change in the government policy may hinder us in the future



31



---

with respect to any benefits we may have received for new undertakings which would have been entitled to approved
enterprise status.



Several of our directors and officers have
relationships with Davidi Gilo and his affiliated companies that could be deemed to limit their independence.



Several members of our board of directors, Lewis Broad, Neill Brownstein, Avraham Fischer, Samuel Kaplan and Alan Zimmerman, and our President and Chief
Operating Officer, Michael Corwin, have had professional relationships with our Chairman of the Board, Davidi Gilo, and his affiliated companies for several years. These members of our board of directors previously served on the boards of directors
of DSP Communications, Inc. and/or DSP Group, Inc., of which Mr. Gilo was formerly the controlling stockholder and the Chairman of the Board, and Mr. Corwin previously served as an officer of DSP Group. In addition, Avraham Fischer is a senior
partner of the law firm of Fischer, Behar, Chen & Co., which represents us on matters relating to Israeli law, and is an investor and co-Chief Executive Officer of an Israeli investor group in which Mr. Gilo is also an investor. There are no
family relationships between these directors and officers, and no member of our compensation committee serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member
of our board of directors or compensation committee. However, the long-term relationships between these directors and officers and Mr. Gilo and his affiliated companies could be deemed to limit their independence. The extensive business activities
of our board members could cause new facts to develop that could also be deemed to limit their independence.



Because our management has the ability to control stockholder votes, the premium over market price that an acquirer might otherwise pay may be reduced and any merger or takeover may be delayed.



Our management collectively own approximately 50% of our outstanding common
stock. As a result, these stockholders, acting together, will be able to control the outcome of all matters submitted for stockholder action, including:



| |  | electing members to our board of directors;
| | - | -------------------------------------------



| |  | approving significant change-in-control transactions;
| | - | -----------------------------------------------------



| |  | determining the amount and timing of dividends paid to themselves and to our public stockholders; and
| | - | -----------------------------------------------------------------------------------------------------



| |  | controlling our management and operations.
| | - | ------------------------------------------



This concentration of ownership may have the effect of impeding a merger, consolidation, takeover or other business consolidation involving us, or
discouraging a potential acquirer from making a tender offer for our shares. This concentration of ownership could also negatively affect our stocks market price or decrease any premium over market price that an acquirer might otherwise pay.



Because the Nasdaq National Market is likely to continue to experience
extreme price and volume fluctuations, the price of our stock may decline.



The market price of our shares has been and likely will continue to be highly volatile and could be subject to wide fluctuations in response to numerous factors, including the following:



| |  | actual or anticipated variations in our quarterly operating results or those of our competitors;
| | - | ------------------------------------------------------------------------------------------------



| |  | announcements by us or our competitors of new products or technological innovations;
| | - | ------------------------------------------------------------------------------------



| |  | introduction and adoption of new industry standards;
| | - | ----------------------------------------------------



| |  | changes in financial estimates or recommendations by securities analysts;
| | - | -------------------------------------------------------------------------



| |  | changes in the market valuations of our competitors;
| | - | ----------------------------------------------------



| |  | announcements by us or our competitors of significant acquisitions or partnerships; and
| | - | ---------------------------------------------------------------------------------------



| |  | sales of our common stock.
| | - | --------------------------



Many of these factors are beyond our control and may negatively impact the market price of our common stock, regardless of our performance. In addition,
the stock market in general, and the market for technology and



32



---

telecommunications-related companies in particular, have been highly volatile. Our common stock may not trade at the same
levels of shares as that of other technology companies and shares of technology companies, in general, may not sustain their current market prices. In the past, securities class action litigation has often been brought against a company following
periods of volatility in the market price of its securities. We may be the target of similar litigation in the future. Securities litigation could result in substantial costs and divert managements attention and resources, which could
seriously harm our business and operating results.



If our stock price falls
below $1.00 per share, our common stock may be delisted from the Nasdaq National Market.



In order for our common stock to continue to be quoted on the Nasdaq National Market, we must satisfy various listing maintenance standards established by Nasdaq, including the requirement that our common stock
maintain a minimum bid price of at least $1.00 per share. Under Nasdaqs listing maintenance standards, if the closing bid price of our common stock remains below $1.00 per share for 30 consecutive trading days, Nasdaq will issue a deficiency
notice to Vyyo. If the closing bid price subsequently does not reach $1.00 per share or higher for a minimum of ten consecutive trading days during the 90 calendar days following the issuance of the deficiency notice from Nasdaq, Nasdaq may de-list
our common stock from trading on the Nasdaq National Market. During the third quarter of 2002, our stock price had a closing bid price below $1.00 for over 30 consecutive trading days, although the price has since increased to over $1.00 as a result
of the 1-for-3 reverse stock split effected by Vyyo in August 2002. Vyyo cannot predict whether the market price for our common stock will remain above $1.00. A delisting may negatively impact the value of the stock, since stocks trading on the
over-the-counter market are typically less liquid and trade with larger variations between the bid and ask price.



Provisions of our governing documents and Delaware law could discourage acquisition proposals or delay a change in control.



Our amended and restated certificate of incorporation and bylaws contain
anti-takeover provisions that could make it more difficult for a third party to acquire control of us, even if that change in control would be beneficial to stockholders. Specifically:



| |  | our board of directors has the authority to issue common stock and preferred stock and to determine the price, rights and preferences of any new series of preferred stock without
stockholder approval;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our board of directors is divided into three classes, each serving three-year terms;
| | - | ------------------------------------------------------------------------------------



| |  | super-majority voting is required to amend key provisions of our certificate of incorporation and bylaws;
| | - | ---------------------------------------------------------------------------------------------------------



| |  | there are limitations on who can call special meetings of stockholders;
| | - | -----------------------------------------------------------------------



| |  | stockholders are not able to take action by written consent; and
| | - | ----------------------------------------------------------------



| |  | advance notice is required for nominations of directors and for stockholder proposals.
| | - | --------------------------------------------------------------------------------------



In addition, provisions of Delaware law and our stock option plans may also discourage, delay or prevent a change of control
or unsolicited acquisition proposals.



It may be difficult to enforce a U.S.
judgment against us and our nonresident Chief Financial Officer, director and experts.



Our Chief Financial Officer, one of our directors, and some of the experts named in this report are nonresidents of the United States, and a substantial portion of our assets and the assets of these persons are
located outside the United States. Therefore, it may be difficult to enforce a judgment obtained in the United States based upon the civil or criminal liabilities provisions of the United States federal securities laws against us or any of those
persons or to effect service of process upon these persons in the United States.



33



---

Item 3. Quantitative and Qualitative Disclosures about Market Risk



We are exposed to financial
market risks including changes in interest rates and foreign currency exchange rates. Substantially all of our revenue and capital spending is transacted in U.S. dollars, although a substantial portion of the cost of our operations, relating mainly
to our personnel and facilities in Israel, is incurred in New Israeli shekels, or NIS. We have not engaged in hedging transactions to reduce our exposure to fluctuations that may arise from changes in foreign exchange rates. In the event of an
increase in inflation rates in Israel, or if appreciation of the NIS occurs without a corresponding adjustment in our dollar-denominated revenues, our results of operation and business could be materially harmed.



As of March 31, 2004, we had cash, cash equivalents and short-term
investments of $55.8 million. Substantially all of these amounts consisted of corporate and government fixed income securities and money market funds that invest in corporate and government fixed income securities that are subject to interest rate
risk. We place our investments with high credit quality issuers and by policy limit the amount of the credit exposure to any one issuer.



Our general policy is to limit the risk of principal loss and ensure the safety of invested funds by limiting market and credit risk. Highly liquid
investments with maturity of less than three months at the date of purchase are considered to be cash equivalents; investments with maturities of three months or greater are classified as available-for-sale and considered to be short-term
investments.



While all our cash equivalents and short-term
investments are classified as available-for-sale, we generally have the ability to hold our fixed income investments until maturity and therefore we would not expect our operating results or cash flows to be affected to any significant
degree by the effect of a sudden change in market interest rates on our securities portfolio. We may not be able to obtain similar rates after maturity as a result of fluctuating interest rates. We do not hedge any interest rate exposures.



Quantitative Interest Rate Disclosure As of March 31, 2004



If market interest rates were to increase on March 31, 2004 immediately
and uniformly by 10%, the fair value of the portfolio would decline by approximately $46,000 or approximately 0.09% of the total portfolio (approximately 0.08% of total assets). Assuming that the average yield to maturity on our portfolio at March
31, 2004 remains constant throughout the second quarter of 2004 and assuming that our cash, cash equivalents and short-term investments balances at March 31, 2004 remain constant for the duration of the second quarter of 2004, interest income for
the second quarter of 2004 would be approximately $197,000. Assuming a decline of 10% in the market interest rates at March 31, 2004, interest income for the second quarter of 2004 would be approximately $192,000, which represents a decrease in
interest income of approximately $5,000. The decrease in interest income will result in a decrease of the same amount to net income and cash flows from operating activities for the three months ended March 31, 2004. These amounts are determined by
considering the impact of the hypothetical interest rates on our cash equivalents and available-for-sale securities at March 31, 2004, over the remaining contractual lives.



Item 4. Controls and Procedures



Vyyos management, with the participation of Vyyos Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Vyyos disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, Vyyos Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, Vyyos disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by Vyyo in the reports it files
or submits under the Exchange Act.



There have not been any
changes in Vyyos internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, Vyyos internal control over financial reporting.



34



---

PART II. OTHER INFORMATION



Item 1. LEGAL PROCEEDINGS



None.



Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



On May 2, 2000, we completed an initial public offering of shares of our common stock, $0.0001 par value. The shares of common stock sold in the offering were registered under the Securities Act of 1933 on a
Registration Statement on Form S-1 (No. 333-96129). The Registration Statement was declared effective by the Securities and Exchange Commission on April 3, 2000. The initial public offering price was $40.50 per share for an aggregate initial public
offering of $104.8 million. After deducting the underwriting discounts and commissions of $7.3 million and the offering expenses of approximately $2.6 million, the net proceeds to us from the offering were approximately $94.9 million.



From April 3, 2000, until March 31, 2004, we used approximately $6.8 million
of the net offering proceeds for purchases of property, plant and equipment, approximately $2.4 million of the net proceeds for repayment of short term debt obligations, approximately $11.4 million of the net proceeds for repurchase of our common
stock, and approximately $69.8 million of the net offering proceeds for working capital.



On September 19, 2000, we completed an underwritten public offering of our common stock. The shares of common stock sold in the offering were registered under the Securities Act of 1933 on a Registration Statement on
Form S-1 (No. 333-45132). The Registration Statement was declared effective by the Commission on September 13, 2000. The public offering price was $94.688 per share for an aggregate public offering price of the shares we sold of $55.2 million. After
deducting the underwriting discounts and commissions of $2.9 million and the offering expenses of approximately $1.0 million, the net proceeds to us from the offering were approximately $51.3 million.



From September 13, 2000, until March 31, 2004, we used none of the net
proceeds from this offering. Our temporary investments of the net proceeds from both of the offerings have been in cash, cash equivalents and investment grade, short-term interest bearing securities.



Item 3. DEFAULTS UPON SENIOR SECURITIES



None.



Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



Item 5. OTHER INFORMATION



(a) On
February 17, 2004, the Company entered into an agreement formalizing the change in employment status of Menashe Shahar, the Companys former Chief Technical Officer. Mr. Shahar is no longer an executive officer of the Company.



(b) None.



Item 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) | Exhibits
|--- | --------



| | 10.1* | Second Amendment to Employment Agreement with Menashe Shahar
| | ----- | ------------------------------------------------------------



35



---

| | 31.1 | Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
| | ---- | -------------------------------------------------------------------------------------------------------------------------



| | 31.2 | Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
| | ---- | -------------------------------------------------------------------------------------------------------------------------



| | 32.1 | Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------



---

|* | Indicates management contract or compensatory plan or arrangement.
|- | ------------------------------------------------------------------



|(b) | Reports on Form 8-K.
|--- | --------------------



On January 22, 2004, Vyyo filed a report on Form 8-K furnishing under Item 7 of Form 8-K, and pursuant to Item 12 of Form 8-K, its financial results for
the fiscal year ended December 31, 2003.



36



---

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.



|          |  |                                                          
|--------- |  | ---------------------------------------------------------
|Date:     |  | April 29, 2004                                           
|         
|VYYO INC.
|          | 
|By:       |  | /s/ Davidi Gilo                                          
|          |  | Davidi Gilo, Chief Executive Officer                     
|          |  | (Duly Authorized Officer)                                
|          | 
|By:       |  | /s/ Arik Levi                                            
|          |  | Arik Levi, Chief Financial Officer                       
|          |  | (Duly Authorized Officer and Principal Financial Officer)



37