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Gilat Satellite Networks Ltd.

Foreign Filer Report Nov 7, 2023

6810_rns_2023-11-07_941087d0-77d0-4d73-a70f-00945e66752e.pdf

Foreign Filer Report

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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.

Dated November 7, 2023 By: /s/ Doron Kerbel

Gilat Satellite Networks Ltd. (Registrant)

Doron Kerbel General Counsel & Company Secretary

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

Adi Sfadia, Gilat's CEO, commented:

"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."

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: 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.

$$\text{Page 4}$$

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

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]

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

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

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
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

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
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

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

ADJUSTED EBITDA:

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

SEGMENT REVENUES:

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

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

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

GILAT SATELLITE NETWORKS LTD.

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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