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Published: 2023-08-08 07:07:04 ET

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6-K 1 zk2330088.htm 6-K

FORM 6 – K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report on Foreign Issuer

Pursuant to Rule 13a – 16 or 15d – 16

of the Securities Exchange Act of 1934

For the Month of August, 2023

Gilat Satellite Networks Ltd

(Translation of Registrant’s Name into English)

Gilat House, Yegia Kapayim Street

Daniv Park, Kiryat Arye, Petah Tikva, Israel

(Address of Principal Corporate Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

On August 8, 2023, the Registrant issued a press release announcing its unaudited second quarter 2023 results. A copy of this press release is furnished herewith.

The attached press release is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Signature

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.

	Gilat Satellite Networks Ltd.
	(Registrant)

Dated August 8, 2023	By:	/s/ Doron Kerbel
		Doron Kerbel
		General Counsel & Company Secretary

Gilat Reports Second Quarter 2023 Results

Presents a Robust 22% Year-over-Year Growth in Revenues;

GAAP Operating Income More Than Tripled and Adjusted EBITDA Grew

by 74%. The Company Raises its Full Year 2023 Guidance

Petah Tikva, Israel – August 8, 2023 – Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT), a worldwide leader in satellite networking technology, solutions and services, reported today its results for the second quarter, ended June 30, 2023.

Second Quarter 2023 Financial Highlights

•	Revenues of $67.6 million, up 22% compared with $55.5 million in Q2 2022;

•	GAAP operating income of $5.4 million, compared with $1.5 million in Q2 2022;

•	Non-GAAP operating income of $6.1 million, compared with $2.4 million in Q2 2022;

•	GAAP net income of $4.3 million, or $0.08 earnings per diluted share, compared with $0.5 million, or $0.01 earnings per diluted share in Q2 2022;

•	Non-GAAP net income of $4.9 million, or $0.09 earnings per diluted share, compared with $1.4 million, or $0.03 earnings per diluted share in Q2 2022;

•	Adjusted EBITDA of $9.2 million, up 74% compared with $5.3 million in Q2 2022;

Forward-Looking Expectations

The Company today raised its 2023 revenues guidance to between $265 to $285 million, representing year-over-year growth of 15% at the mid-point, as well as increased its GAAP operating income guidance to between $18 to $22 million, representing year-over-year growth of 101% at the mid-point and its adjusted EBITDA guidance to between $33 to $37 million, representing year-over-year growth of 39% at the mid-point.

Adi Sfadia, Gilat's CEO, commented:

“We are very pleased with our strong second quarter results, with solid growth in revenue, which was up 22% year-over-year, and a stronger growth in Adjusted EBITDA, up 74% year-over-year, demonstrating operating leverage in our business model. The revenue growth was broad across most of our business areas, a testimony to the strong market interest in Gilat’s solutions as well as growing interest in satellite communications overall.

We are experiencing a significant expansion in our in-flight connectivity (IFC) business with a growing demand for both electronically steered antennas (ESA) and Solid-State Power Amplifiers (SSPA) from existing and new customers.

We signed a significant agreement and received the first orders from Satcom Direct, for the development and supply of new ultra-low profile electronically steered antennas (ESA) to operate over OneWeb’s LEO constellation. This ESA project is an important turning point and an important future growth engine as we increase our presence by entering new market segments such as IFC for business jets, as well as connectivity for government and military aviation.

We are progressing in obtaining the necessary regulatory approvals for our acquisition of DataPath Inc., which was announced during the first quarter. Conditioned upon this process's satisfactory conclusion, we anticipate that the closing of the transaction will occur in Q4 2023.

Mr. Sfadia concluded, "Not only did we report strong results in the quarter, but we also had strong bookings and signed some strategic deals this quarter, all of which led us to increase our 2023 guidance and makes me confident about our ability to materialize our long-term growth potential.”

Key Recent Announcements

•	Satcom Direct and Gilat Sign Strategic Agreement for Joint ESA Project to Expand Plane Simple® Portfolio

•	Tier 1 Telecom Operator Selects Gilat Satellite Connectivity for a Major Western European Utility Company

•	Gilat Awarded Millions of Dollars in Orders for Cellular Backhaul Over Satellite Project in Mexico

Conference Call Details

Gilat’s management will discuss its second quarter 2023 results and business achievements and participate in a question-and-answer session:

Date:	Tuesday, August 8, 2023
Start:	09:30 AM EDT / 16:30 IDT
Dial-in:	US: 1-888-407-2553 International: +972-3-918-0609

A simultaneous webcast of the conference call will be available on the Gilat website at www.gilat.com and through this link: https://veidan.activetrail.biz/gilatq2-2023

The webcast will also be archived for a period of 30 days on the Company’s website and through the link above.

Non-GAAP Measures

The attached summary unaudited financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). To supplement the consolidated financial statements presented in accordance with GAAP, the Company presents non-GAAP presentations of gross profit, operating expenses, operating income, income before taxes on income, net income (loss), adjusted EBITDA, and earnings (losses) per share. The adjustments to the Company’s GAAP results are made with the intent of providing both management and investors with a more complete understanding of the Company’s underlying operational results, trends, and performance. Non-GAAP financial measures mainly exclude, if and when applicable, the effect of non-cash stock-based compensation expenses, amortization of purchased intangibles, amortization of intangible assets related to acquisition transactions, lease incentive amortization, impairment of held for sale asset, income tax effect on adjustments, one-time changes of deferred tax assets, and other operating expenses (income), net.

Page 2

Adjusted EBITDA is presented to compare the Company’s performance to that of prior periods and evaluate the Company’s financial and operating results on a consistent basis from period to period. The Company also believes this measure, when viewed in combination with the Company’s financial results prepared in accordance with GAAP, provides useful information to investors to evaluate ongoing operating results and trends. Adjusted EBITDA, however, should not be considered as an alternative to operating income or net income (loss) for the period and may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. Adjusted EBITDA is not a measure of financial performance under GAAP and may not be comparable to other similarly titled measures for other companies. Reconciliation between the Company's net income (loss) and adjusted EBITDA is presented in the attached summary financial statements.

Non-GAAP presentations of gross profit, operating expenses, operating income, income before taxes on income, net income (loss), adjusted EBITDA and earnings (losses) per share should not be considered in isolation or as a substitute for any of the consolidated statements of operations prepared in accordance with GAAP, or as an indication of Gilat’s operating performance or liquidity.

About Gilat

Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) is a leading global provider of satellite-based broadband communications.

With over 35 years of experience, we create and deliver deep technology solutions for satellite, ground and new space connectivity and provide comprehensive end-to-end solutions and services, powered by our innovative technology. We believe in the right of all people to be connected and are united in our resolution to provide communication solutions to all reaches of the world.

Delivering high value solutions, our portfolio is comprised of a cloud-based platform and high performance satellite terminals designed to work in harmony with satellite constellations, including Very High Throughput Satellites (VHTS) and Software-Defined Satellites (SDS) in multiple orbits; high performance Satellite On-the-Move (SOTM) antennas; and highly efficient, high-power Solid State Power Amplifiers (SSPA) and Block Upconverters (BUC).

Gilat’s comprehensive solutions support multiple applications with a full portfolio of products to address key applications including broadband access, mobility, cellular backhaul, military, government, and enterprise, all while meeting the most stringent service level requirements. For more information, please visit: www.gilat.com

Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words “estimate”, “project”, “intend”, “expect”, “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. Many factors could cause the actual results, performance or achievements of Gilat to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, risks associated with the outbreak and global spread of the coronavirus (COVID-19) pandemic; changes in general economic and business conditions, inability to maintain market acceptance to Gilat’s products, inability to timely develop and introduce new technologies, products and applications, rapid changes in the market for Gilat’s products, loss of market share and pressure on prices resulting from competition, introduction of competing products by other companies, inability to manage growth and expansion, loss of key OEM partners, inability to attract and retain qualified personnel, inability to protect the Company’s proprietary technology and risks associated with Gilat’s international operations and its location in Israel. For additional information regarding these and other risks and uncertainties associated with Gilat’s business, reference is made to Gilat’s reports filed from time to time with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements for any reason.

Contact:

Gilat Satellite Networks

Doreet Oren, Senior Director Corporate Communications

DoreetO@gilat.com

Gilat Satellite Networks

Mayrav Sher, Head of Finance and Investor Relations

MayravS@gilat.com

EK Global IR

Ehud Helft, Managing Partner

ehud@ekgir.com

Page 3

GILAT SATELLITE NETWORKS LTD.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

U.S. dollars in thousands (except share and per share data)

	Six months ended						Three months ended
	June 30,						June 30,
	2023			2022			2023		2022
	Unaudited						Unaudited

Revenues	$	126,551		$	106,863		$	67,589	$	55,454
Cost of revenues		76,330			70,706			42,053		35,685

Gross profit		50,221			36,157			25,536		19,769

Research and development expenses, net		19,003			16,386			9,384		8,718
Selling and marketing expenses		11,941			10,310			5,932		4,960
General and administrative expenses		9,155		*)	8,495			4,724	*)	4,311
Impairment of held for sale asset		-			439			-		229
Other operating expenses (income), net		(2,340	)	*)	60			47	*)	60

Total operating expenses		37,759			35,690			20,087		18,278

Operating income		12,462			467			5,449		1,491

Financial expenses, net		735			1,663			586		468

Income (loss) before taxes on income		11,727			(1,196	)		4,863		1,023

Taxes on income		1,822			832			538		517

Net income (loss)	$	9,905		$	(2,028	)	$	4,325	$	506

Earnings (losses) per share (basic and diluted)	$	0.17		$	(0.04	)	$	0.08	$	0.01

Weighted average number of shares used in
computing earnings (losses) per share
Basic		56,615,714			56,574,296			56,617,943		56,597,523
Diluted		56,622,204			56,574,296			56,620,977		56,637,208

*) Reclassified

Page 4

GILAT SATELLITE NETWORKS LTD.
RECONCILIATION BETWEEN GAAP AND NON-GAAP CONSOLIDATED STATEMENTS OF INCOME
FOR COMPARATIVE PURPOSES
U.S. dollars in thousands (except share and per share data)

	Three months ended							Three months ended
	June 30, 2023							June 30, 2022
	GAAP		Adjustments (*)			Non-GAAP		GAAP		Adjustments (*)			Non-GAAP
	Unaudited							Unaudited

Gross profit	$	25,536		95		$	25,631	$	19,769		81		$	19,850
Operating expenses		20,087		(513	)		19,574		18,278		(832	)		17,446
Operating income		5,449		608			6,057		1,491		913			2,404
Income before taxes on income		4,863		608			5,471		1,023		913			1,936
Net income	$	4,325		608		$	4,933	$	506		913		$	1,419

Earnings per share (basic and diluted)	$	0.08	$	0.01		$	0.09	$	0.01	$	0.02		$	0.03

Weighted average number of shares used in
computing earnings per share
Basic		56,617,943					56,617,943		56,597,523					56,597,523
Diluted		56,620,977					56,620,977		56,637,208					56,773,970

(*)

Adjustments reflect the effect of non-cash stock-based compensation as per ASC 718, amortization of intangible assets related to acquisition transactions, impairment of held for sale asset and other operating expenses.

	Three months ended June 30, 2023		Three months ended June 30, 2022
	Unaudited		Unaudited

GAAP net income	$	4,325	$	506

Gross profit
Non-cash stock-based compensation expenses		95		76
Amortization of intangible assets related to acquisition transactions		-		5
		95		81
Operating expenses
Non-cash stock-based compensation expenses		417		493
Amortization of intangible assets related to acquisition transactions		49		50
Impairment of held for sale asset		-		229
Other operating expenses		47		60
		513		832

Non-GAAP net income	$	4,933	$	1,419

Page 5

GILAT SATELLITE NETWORKS LTD.
RECONCILIATION BETWEEN GAAP AND NON-GAAP CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR COMPARATIVE PURPOSES
U.S. dollars in thousands (except share and per share data)

	Six months ended							Six months ended
	June 30, 2023							June 30, 2022
	GAAP		Adjustments (*)			Non-GAAP		GAAP			Adjustments (*)			Non-GAAP
	Unaudited							Unaudited

Gross profit	$	50,221		170		$	50,391	$	36,157			156		$	36,313
Operating expenses		37,759		1,296			39,055		35,690			(1,515	)		34,175
Operating income		12,462		(1,126	)		11,336		467			1,671			2,138
Income (loss) before taxes on income		11,727		(1,126	)		10,601		(1,196	)		1,671			475
Net income (loss)		9,905		(1,126	)		8,779		(2,028	)		1,671			(357	)

Earnings (losses) per share (basic and diluted)	$	0.17	$	(0.01	)	$	0.16	$	(0.04	)	$	0.03		$	(0.01	)

Weighted average number of shares used in
computing earnings (losses) per share
Basic		56,615,714					56,615,714		56,574,296						56,574,296
Diluted		56,622,204					56,622,204		56,574,296						56,574,296

(*)

	Six months ended June 30, 2023			Six months ended June 30, 2022
	Unaudited			Unaudited

GAAP net income (loss)	$	9,905		$	(2,028	)

Gross profit
Non-cash stock-based compensation expenses		170			145
Amortization of intangible assets related to acquisition transactions		-			11
		170			156
Operating expenses
Non-cash stock-based compensation expenses		944			916
Amortization of intangible assets related to acquisition transactions		100			100
Impairment of held for sale asset		-			439
Other operating expenses (income), net		(2,340	)		60
		(1,296	)		1,515

Non-GAAP net income (loss)	$	8,779		$	(357	)

Page 6

GILAT SATELLITE NETWORKS LTD.
SUPPLEMENTAL INFORMATION
U.S. dollars in thousands

ADJUSTED EBITDA:

	Six months ended						Three months ended
	June 30,						June 30,
	2023			2022			2023		2022
	Unaudited						Unaudited

GAAP net income (loss)	$	9,905		$	(2,028	)	$	4,325	$	506
Adjustments:
Financial expenses, net		735			1,663			586		468
Taxes on income		1,822			832			538		517
Non-cash stock-based compensation expenses		1,114			1,061			512		569
Impairment of held for sale asset		-			439			-		229
Other operating expenses (income), net		(2,340	)		60			47		60
Depreciation and amortization (*)		6,335			5,792			3,172		2,941

Adjusted EBITDA	$	17,571		$	7,819		$	9,180	$	5,290

(*) Including amortization of lease incentive

SEGMENT REVENUES:

	Six months ended				Three months ended
	June 30,				June 30,
	2023		2022		2023		2022
	Unaudited				Unaudited

Satellite Networks	$	74,273	$	51,627	$	40,727	$	26,857
Integrated Solutions		25,619		29,397		12,700		15,691
Network Infrastructure and Services		26,659		25,839		14,162		12,906

Total revenues	$	126,551	$	106,863	$	67,589	$	55,454

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	GILAT SATELLITE NETWORKS LTD.
	CONSOLIDATED BALANCE SHEETS
	U.S. dollars in thousands

	June 30,		December 31,
	2023		2022
	Unaudited		Audited

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	87,408	$	86,591
Restricted cash		374		541
Trade receivables, net		41,577		50,644
Contract assets		17,557		24,971
Inventories		40,049		33,024
Other current assets		22,744		19,283

Total current assets		209,709		215,054

LONG-TERM ASSETS:
Restricted cash		14		13
Long-term contract assets		9,980		11,149
Severance pay funds		5,551		5,947
Deferred taxes		16,445		18,265
Operating lease right-of-use assets		3,198		3,891
Other long-term assets		9,086		10,737

Total long-term assets		44,274		50,002

PROPERTY AND EQUIPMENT, NET		73,895		76,578

INTANGIBLE ASSETS, NET		209		309

GOODWILL		43,468		43,468

TOTAL ASSETS	$	371,555	$	385,411

Page 8

GILAT SATELLITE NETWORKS LTD.
CONSOLIDATED BALANCE SHEETS (Cont.)
U.S. dollars in thousands


	June 30,			December 31,
	2023			2022
	Unaudited			Audited

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Trade payables	$	14,662		$	20,668
Accrued expenses		43,091			50,356
Advances from customers and deferred revenues		33,240			30,531
Operating lease liabilities		1,870			1,941
Other current liabilities		14,353			22,291

Total current liabilities		107,216			125,787

LONG-TERM LIABILITIES:
Accrued severance pay		6,381			6,580
Long-term advances from customers and deferred revenues		1,480			1,041
Operating lease liabilities		1,261			1,890
Other long-term liabilities		181			5,988

Total long-term liabilities		9,303			15,499

SHAREHOLDERS' EQUITY:
Share capital - ordinary shares of NIS 0.2 par value		2,711			2,711
Additional paid-in capital		933,200			932,086
Accumulated other comprehensive loss		(6,955	)		(6,847	)
Accumulated deficit		(673,920	)		(683,825	)

Total shareholders' equity		255,036			244,125

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	371,555		$	385,411

Page 9

GILAT SATELLITE NETWORKS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

	Six months ended June 30,						Three months ended June 30,
	2023			2022			2023			2022
	Unaudited						Unaudited
Cash flows from operating activities:
Net income (loss)	$	9,905		$	(2,028	)	$	4,325		$	506
Adjustments required to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization		6,222			5,683			3,115			2,887
Impairment of held for sale asset		-			439			-			229
Stock-based compensation of options		1,114			1,061			512			569
Accrued severance pay, net		196			114			(101	)		177
Deferred taxes, net		1,820			1,664			694			1,358
Decrease (increase) in trade receivables, net		9,398			(11,883	)		2,907			(5,471	)
Decrease (increase) in contract assets		8,378			(2,608	)		3,461			(599	)
Decrease (increase) in other assets and other adjustments (including short-term, long-term
and effect of exchange rate changes on cash and cash equivalents)		243			(7,763	)		3,010			(4,047	)
Increase in inventories		(7,895	)		(4,075	)		(272	)		(1,731	)
Increase (decrease) in trade payables		(4,240	)		4,205			(6,229	)		2,533
Decrease in accrued expenses		(5,039	)		(1,690	)		(2,840	)		(2,442	)
Increase in advance from customers and deferred revenue		3,124			7,010			7,593			4,700
Decrease in other liabilities		(15,009	)		(810	)		(14,161	)		(1,975	)
Net cash provided by (used in) operating activities		8,217			(10,681	)		2,014			(3,306	)

Cash flows from investing activities:
Purchase of property and equipment		(6,556	)		(4,515	)		(3,524	)		(2,314	)
Repayment of short term deposits		-			2,159			-			2,159
Net cash used in investing activities		(6,556	)		(2,356	)		(3,524	)		(155	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1,010	)		32			(433	)		(221	)

Increase (decrease) in cash, cash equivalents and restricted cash		651			(13,005	)		(1,943	)		(3,682	)

Cash, cash equivalents and restricted cash at the beginning of the period		87,145			84,463			89,739			75,140

Cash, cash equivalents and restricted cash at the end of the period	$	87,796		$	71,458		$	87,796		$	71,458

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Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

Important disclosures

Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.

Nothing on this website should be considered an offer, solicitation of an offer, or advice to buy or sell securities.
Past performance is no guarantee of future results. Any historical returns, expected returns [or probability projections] are hypothetical in nature and may not reflect actual future performance.
All the strategies assume investments in equity invstrumenta only and are more relevant for "agressive investment profile". Eastern European flagship strategy assumes using up to 20% leverage of total portfolio. GlobalCommodities and US Growth strategy currently assume no leverage.
Results for the Enhanced Investments strategies as compared to the performance of Illustrative Benchmarks is for informational purposes only. Our investment program does not mirror that of the Illustrative Benchmarks and the volatility may be materially different from the volatility of Illustrative Benchmarks. Reference or comparison to an Illustrative Benchmark does not imply that strategies of Enhanced Investments will be constructed in the same way as the Illustrative Benchmark or achieve returns, volatility, or other results similar to those of the Illustrative Benchmark. The S&P 500 is an unmanaged market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.
Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.