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Published: 2023-11-07 07:07:03 ET

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6-K 1 zk2330472.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 November, 2023

Gilat Satellite Networks Ltd.

(Translation of Registrant’s Name into English)

Gilat House, 21 Yegia Kapayim Street

Daniv Park, Kiryat Arye, Petah Tikva 4913020, 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 November 7, 2023, the Registrant issued a press release announcing its unaudited third quarter 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.

We consent to the incorporation by reference of the GAAP financial information included herein, in the Registration Statements on Form S-8 (Registration Nos. 333-180552, 333-187021, 333-204867, 333-210820, 333-217022, 333-221546, 333-223839, 333-231442, 333-236028, 333-253972 and 333-255740 and 333-264974) and on Form F-3 (Registration No. 333-266044).

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 November 7, 2023	By: /s/ Doron Kerbel
	Doron Kerbel General Counsel & Company Secretary

Page 2

Gilat Reports Third Quarter 2023 Results

Revenues Grew 6% to $63.9 million;

GAAP Operating Income of $12.7 million and Adjusted EBITDA of $9.5 million, 30% Growth Year-over-Year

Petah Tikva, Israel – November 7, 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 third quarter, ended September 30, 2023.

Third Quarter 2023 Financial Highlights

•	Revenues of $63.9 million, up 6% compared with $60.4 million in Q3 2022;

•	GAAP operating income of $12.7 million compared with $3.4 million in Q3 2022;

GAAP operating income in this quarter includes one-time other income, net, of $7.4 million that was recorded with respect to a settlement of legal proceedings in the Philippines and a real estate sale in Bulgaria;

•	Non-GAAP operating income of $6.1 million, up 40% compared with $4.4 million in Q3 2022;

•	GAAP net income of $10.2 million, or $0.18 per diluted share, compared with $2.1 million, or $0.04 per diluted share in Q3 2022; GAAP net income in Q3 2023 excluding the one-time other income, net, mentioned above and its relevant tax effect, was $3.8 million, or $0.07 per diluted share;

•	Non-GAAP net income of $4.6 million, or $0.08 per diluted share, up 51% compared with $3 million, or $0.06 per diluted share in Q3 2022;

•	Adjusted EBITDA of $9.5 million, up 30% compared with $7.3 million in Q3 2022.

Forward-Looking Expectations

The Company narrowed the range of its 2023 revenue guidance, with expectations of between $265 million to $275 million, representing year-over-year growth of 13% at the mid-point. The Company increased the range of its GAAP operating income guidance range to between $29 million to $31 million representing significant year-over-year growth compared with $10 million in 2022. The Company also narrowed the range of its Adjusted EBITDA guidance to between $35 to $37 million, representing year-over-year growth of 43% at the mid-point.

Page 3

Adi Sfadia, Gilat's CEO, commented:

“We are deeply saddened by the tragic events of October 7^th in Israel. Our thoughts and prayers are with the victims of this horrific attack – the murdered, the hostages, the wounded and their families. We are very proud of our employees’ response to this crisis and their dedication to the company during these times. We also want to thank our customers and suppliers and the world community at large for their full-hearted support.

As a strong global company with operation and development centers worldwide, our operations remain unaffected by recent events in Israel. We continue to closely monitor the situation and have implemented relevant measures, and refreshed our business continuity plans to minimize any potential effect, if at all, to our business.”

Mr. Sfadia continued, “We are pleased with our results, particularly the continued revenue growth combined with the solid improvement in our profitability. We reported significantly improved profitability including Adjusted EBITDA, demonstrating the operating leverage inherent in our business. The ongoing good performance was due to the continued growing interest in our solutions as well as advancements in the satellite communications space in general.”

Mr. Sfadia concluded, "Our strong performance in 2023 to date has generated Adjusted EBITDA of $27 million in the nine months ended September 30, 2023, which already exceeds the Adjusted EBITDA from the whole of 2022. Given our leading position in the market and the opportunities we see ahead, we look forward to continuing our growth into 2024 and beyond.”

Key Recent Announcements

•	Gilat Awarded Approximately $20 Million in Contract Renewal and Extension from Tier-1 MNO in the USA

•	Gilat Awarded Contract for Satellite Network Modernization at Ethio Telecom

Conference Call Details

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

Date:

Start:

Dial-in:

Tuesday, November 7, 2023

09:30 AM EST / 16:30 IST

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/gilatq3-2023

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

Page 4

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, adjusted EBITDA, and earnings 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.

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 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 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, adjusted EBITDA and earnings 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

Page 5

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 6

GILAT SATELLITE NETWORKS LTD.
CONSOLIDATED STATEMENTS OF INCOME
U.S. dollars in thousands (except share and per share data)

	Nine months ended					Three months ended
	September 30,					September 30,
	2023			2022		2023			2022
	Unaudited					Unaudited

Revenues	$	190,478		$	167,213	$	63,927		$	60,350
Cost of revenues		114,453			108,021		38,123			37,315

Gross profit		76,025			59,192		25,804			23,035

Research and development expenses, net		29,549			25,542		10,546			9,156
Selling and marketing expenses		18,124			15,724		6,183			5,414
General and administrative expenses		12,903			*) 13,214		3,748			*) 4,719
Impairment of held for sale asset		-			718		-			279
Other operating expenses (income), net		(9,757	)		*) 111		(7,417	)		*) 51

Total operating expenses		50,819			55,309		13,060			19,619

Operating income		25,206			3,883		12,744			3,416

Financial expenses, net		1,087			2,716		352			1,053

Income before taxes on income		24,119			1,167		12,392			2,363

Taxes on income		4,062			1,075		2,240			243

Net income	$	20,057		$	92	$	10,152		$	2,120

Earnings per share (basic and diluted)	$	0.35		$	0.00	$	0.18		$	0.04

Weighted average number of shares used in
computing earnings per share
Basic		56,618,407			56,585,858		56,623,793			56,608,981
Diluted		56,623,125			56,604,854		56,624,966			56,626,283

*) Reclassified

Page 7

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
	September 30, 2023							September 30, 2022
	GAAP		Adjustments (*)			Non-GAAP		GAAP		Adjustments (*)			Non-GAAP
	Unaudited							Unaudited

Gross profit	$	25,804	$	108		$	25,912	$	23,035	$	74		$	23,109
Operating expenses		13,060		6,753			19,813		19,619		(879	)		18,740
Operating income		12,744		(6,645	)		6,099		3,416		953			4,369
Income before taxes on income		12,392		(6,645	)		5,747		2,363		953			3,316
Net income	$	10,152	$	(5,568	)	$	4,584	$	2,120	$	911		$	3,031

Earnings per share (basic and diluted)	$	0.18	$	(0.10	)	$	0.08	$	0.04	$	0.02		$	0.06

Weighted average number of shares used in
computing earnings per share
Basic		56,623,793					56,623,793		56,608,981					56,608,981
Diluted		56,624,966					56,906,057		56,626,283					56,652,855

(*)

Adjustments reflect the effect of non-cash stock-based compensation expenses as per ASC 718, amortization of intangible assets related to acquisition transactions, impairment of held for sale asset, other operating expenses (income), net and income tax effect on adjustments which is calculated using the relevant effective tax rate.

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

GAAP net income	$	10,152		$	2,120

Gross profit
Non-cash stock-based compensation expenses		108			74
		108			74
Operating expenses
Non-cash stock-based compensation expenses		614			498
Amortization of intangible assets related to acquisition transactions		50			51
Impairment of held for sale asset		-			279
Other operating expenses (income), net		(7,417	)		51
		(6,753	)		879

Income tax effect on adjustments		1,077			(42	)

Non-GAAP net income	$	4,584		$	3,031

Page 8

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)

	Nine months ended							Nine months ended
	September 30, 2023							September 30, 2022
	GAAP		Adjustments (*)			Non-GAAP		GAAP		Adjustments (*)			Non-GAAP
	Unaudited							Unaudited

Gross profit	$	76,025	$	278		$	76,303	$	59,192	$	230		$	59,422
Operating expenses		50,819		8,049			58,868		55,309		(2,394	)		52,915
Operating income		25,206		(7,771	)		17,435		3,883		2,624			6,507
Income before taxes on income		24,119		(7,771	)		16,348		1,167		2,624			3,791
Net income	$	20,057	$	(6,694	)	$	13,363	$	92	$	2,582		$	2,674

Earnings per share (basic and diluted)	$	0.35	$	(0.11	)	$	0.24	$	0.00	$	0.05		$	0.05

Weighted average number of shares used in
computing earnings per share
Basic		56,618,407					56,618,407		56,585,858					56,585,858
Diluted		56,623,125					56,716,822		56,604,854					56,659,298

(*)

	Nine months ended			Nine months ended
	September 30, 2023			September 30, 2022
	Unaudited			Unaudited

GAAP net income	$	20,057		$	92

Gross profit
Non-cash stock-based compensation expenses		278			220
Amortization of intangible assets related to acquisition transactions		-			10
		278			230
Operating expenses
Non-cash stock-based compensation expenses		1,558			1,413
Amortization of intangible assets related to acquisition transactions		150			152
Impairment of held for sale asset		-			718
Other operating expenses (income), net		(9,757	)		111
		(8,049	)		2,394

Income tax effect on adjustments		1,077			(42	)

Non-GAAP net income	$	13,363		$	2,674

Page 9

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

ADJUSTED EBITDA:

	Nine months ended					Three months ended
	September 30,					September 30,
	2023			2022		2023			2022
	Unaudited					Unaudited

GAAP net income	$	20,057		$	92	$	10,152		$	2,120
Adjustments:
Financial expenses, net		1,087			2,716		352			1,053
Taxes on income		4,062			1,075		2,240			243
Non-cash stock-based compensation expenses		1,836			1,633		722			572
Impairment of held for sale asset		-			718		-			279
Other operating expenses (income), net		(9,757	)		111		(7,417	)		51
Depreciation and amortization (*)		9,765			8,770		3,430			2,978

Adjusted EBITDA	$	27,050		$	15,115	$	9,479		$	7,296

(*) Including amortization of lease incentive

SEGMENT REVENUES:

	Nine months ended				Three months ended
	September 30,				September 30,
	2023		2022		2023		2022
	Unaudited				Unaudited

Satellite Networks	$	115,010	$	83,993	$	40,737	$	32,366
Integrated Solutions		36,630		45,047		11,011		15,650
Network Infrastructure and Services		38,838		38,173		12,179		12,334

Total revenues	$	190,478	$	167,213	$	63,927	$	60,350

Page 10

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

	September 30,		December 31,
	2023		2022
	Unaudited		Audited

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	99,530	$	86,591
Restricted cash		749		541
Trade receivables, net		46,966		50,644
Contract assets		20,522		24,971
Inventories		37,673		33,024
Other current assets		20,407		19,283

Total current assets		225,847		215,054

LONG-TERM ASSETS:
Restricted cash		14		13
Long-term contract assets		9,283		11,149
Severance pay funds		5,407		5,947
Deferred taxes		14,500		18,265
Operating lease right-of-use assets		3,609		3,891
Other long-term assets		8,920		10,737

Total long-term assets		41,733		50,002

PROPERTY AND EQUIPMENT, NET		73,697		76,578

INTANGIBLE ASSETS, NET		165		309

GOODWILL		43,468		43,468

TOTAL ASSETS	$	384,910	$	385,411

Page 11

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

	September 30,			December 31,
	2023			2022
	Unaudited			Audited

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Trade payables	$	13,884		$	20,668
Accrued expenses		45,534			50,356
Advances from customers and deferred revenues		33,108			30,531
Operating lease liabilities		2,128			1,941
Other current liabilities		15,745			22,291

Total current liabilities		110,399			125,787

LONG-TERM LIABILITIES:
Accrued severance pay		6,195			6,580
Long-term advances from customers and deferred revenues		1,123			1,041
Operating lease liabilities		1,403			1,890
Other long-term liabilities		279			5,988

Total long-term liabilities		9,000			15,499

SHAREHOLDERS' EQUITY:
Share capital - ordinary shares of NIS 0.2 par value		2,712			2,711
Additional paid-in capital		933,921			932,086
Accumulated other comprehensive loss		(7,354	)		(6,847	)
Accumulated deficit		(663,768	)		(683,825	)

Total shareholders' equity		265,511			244,125

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	384,910		$	385,411

Page 12

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

	Nine months ended						Three months ended
	September 30,						September 30,
	2023			2022			2023			2022
	Unaudited						Unaudited
Cash flows from operating activities:
Net income	$	20,057		$	92		$	10,152		$	2,120
Adjustments required to reconcile net income
to net cash provided by (used in) operating activities:
Depreciation and amortization		9,597			8,604			3,375			2,921
Capital gain from sale of property		(2,084	)		-			(2,084	)		-
Impairment of held for sale asset		-			718			-			279
Stock-based compensation		1,836			1,633			722			572
Accrued severance pay, net		155			92			(41	)		(22	)
Deferred taxes, net		3,865			1,823			2,045			159
Decrease (increase) in trade receivables, net		3,887			(12,270	)		(5,511	)		(387	)
Decrease (increase) in contract assets		6,110			(2,290	)		(2,268	)		318
Decrease (increase) in other assets and other adjustments (including short-term, long-term
and effect of exchange rate changes on cash and cash equivalents)		3,598			(8,652	)		3,355			(889	)
Decrease (increase) in inventories		(6,185	)		(6,030	)		1,710			(1,955	)
Increase (decrease) in trade payables		(5,321	)		4,315			(1,081	)		110
Increase (decrease) in accrued expenses		(2,782	)		(1,767	)		2,257			(77	)
Increase (decrease) in advance from customers and deferred revenues		2,646			7,397			(478	)		387
Increase (decrease) in other liabilities		(13,392	)		365			1,617			1,175
Net cash provided by (used in) operating activities		21,987			(5,970	)		13,770			4,711

Cash flows from investing activities:
Purchase of property and equipment		(8,656	)		(9,225	)		(2,100	)		(4,710	)
Proceeds from short term deposits		-			2,159			-			-
Investment in financial instrument		-			(1,536	)		-			(1,536	)
Receipts from sale of property		2,168			-			2,168			-
Net cash provided by (used in) investing activities		(6,488	)		(8,602	)		68			(6,246	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(2,351	)		(15	)		(1,341	)		(47	)

Increase (decrease) in cash, cash equivalents and restricted cash		13,148			(14,587	)		12,497			(1,582	)

Cash, cash equivalents and restricted cash at the beginning of the period		87,145			84,463			87,796			71,458

Cash, cash equivalents and restricted cash at the end of the period	$	100,293		$	69,876		$	100,293		$	69,876

Page 13

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.