Foreign Filer Report • Nov 7, 2023
Foreign Filer Report
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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
(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.
Dated November 7, 2023 By: /s/ Doron Kerbel
Gilat Satellite Networks Ltd. (Registrant)
Doron Kerbel General Counsel & Company Secretary


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.
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.
"We are deeply saddened by the tragic events of October 7th 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."
• 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
Gilat's management will discuss its third quarter 2023 results and business achievements and participate in a question-and-answer session:
| Date: | Tuesday, November 7, 2023 |
|---|---|
| Start: | 09:30 AM EST / 16:30 IST |
| 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/gilatq3-2023
The webcast will also be archived for a period of 30 days on the Company's website and through the link above.
$$\text{Page 4}$$
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.
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 [email protected]
Gilat Satellite Networks Mayrav Sher, Head of Finance and Investor Relations [email protected]
EK Global IR Ehud Helft, Managing Partner [email protected]
| Nine months ended September 30, |
Three months ended 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
U.S. dollars in thousands (except share and per share data)
| Three months ended September 30, 2023 |
Three months ended September 30, 2022 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP | Adjustments (*) Unaudited |
Non-GAAP | GAAP | Adjustments (*) Unaudited |
Non-GAAP | ||||||
| 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 Unaudited |
Three months ended September 30, 2022 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 |
U.S. dollars in thousands (except share and per share data)
| Nine months ended September 30, 2023 |
Nine months ended 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 |
(*) 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.
Diluted 56,623,125 56,716,822 56,604,854 56,659,298
| Nine months ended September 30, 2023 Unaudited |
Nine months ended September 30, 2022 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 |
| Nine months ended September 30, |
Three months ended 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
| Nine months ended September 30, |
Three months ended 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 |
| September 30, 2023 Unaudited |
December 31, 2022 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 |
| September 30, 2023 Unaudited |
December 31, 2022 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 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
| U.S. dollars in thousands | ||
|---|---|---|
| Nine months ended September 30, |
Three months ended 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 | |||||||
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