Earnings Release • Feb 14, 2017
Earnings Release
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Washington, D.C. 20549
Pursuant to Rule 13a – 16 or 15d – 16 of the Securities Exchange Act of 1934
For the Month of February, 2017
(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
Attached hereto is Registrant's press release dated February 14, 2017, announcing Gilat's Fourth Quarter 2016 and year-end results.
We consent to the incorporation by reference of the GAAP financial information included herein, in the Registration Statements on Form F-3 (Registration No. 333-195680) and the Registration Statements on Form S-8 (Registration Nos. 333-113932, 333-123410, 333-132649, 333-158476, 333-180552, 333-187021, 333-204867 and 333-210820).
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 February 14, 2017 By: /s/ Yael Shofar
Yael Shofar General Counsel
Petah Tikva, Israel – February 14, 2017 – Gilat Satellite Networks Ltd. (NASDAQ, TASE: GILT), a worldwide leader in satellite networking technology, solutions and services, today reported its results for the fourth quarter and full year ended December 31, 2016.
"I am pleased to report Gilat's positive results in the fourth quarter and for full year 2016," said Yona Ovadia, CEO of Gilat. "We made progress in our broadband and In-Flight Connectivity (IFC) growth engines and continued to invest in our technology leadership, while keeping profitability improvement as a high management priority. As a result, we achieved a profitable fourth quarter along with full-year Adjusted EBITDA within the range of our 2016 management objectives, despite ongoing headwinds in Latin America and a slowdown at the end of the year in our Peru project.
"In Q4, as part of our broadband strategy, we are pleased to have made progress also in affordable broadband to consumers, as we recently won Tricolor TV, the largest DTH (Direct-to-Home) provider in Russia, who plans to include our unique world's first all outdoor Scorpio VSAT. In mobility, our technology continues to be chosen for In-Flight Connectivity (IFC) as reflected in our strategic partnership with Air Esurfing, an Air Media wholly owned subsidiary in China, to deliver broadband connectivity to airlines throughout China. We were also awarded a joint R&D project with Airbus for the development of a fully integrated Electronically Steerable Antenna (ESA) aero terminal based on our leading phased array technology.
"Our management objectives for 2017 are a continuation and acceleration of our achievements in 2016. Our objectives are for revenues between \$280 to \$300 million, GAAP operating income between \$4 and \$8 million and Adjusted EBITDA of between \$20 and \$24 million, which reflect a high management priority on profitability, in parallel with continued focus on our broadband and mobility growth engines, via maintaining product innovation and leadership."
Gilat management will host a conference call today, February 14, at 14:30 GMT / 09:30 AM EST / 16:30 IST to discuss the fourth quarter and full year results. International participants are invited to access the call at (972) 3-918-0610, and US-based participants are invited to access the call by dialing 1-888-407-2553.
A simultaneous Webcast of the conference call will be available on the Gilat website at www.gilat.com and through this link: http://www.veidan-stream.com/?con=Gilat_Satellite_Networks_Q4_2016_Results
The webcast will also be archived for a period of 30 days on the Company's website and through the link above.
A replay of the conference call will be available beginning approximately 17:00 GMT/ 12:00 PM EST/ 19:00 IST today, until 17:00 GMT/ 12:00 PM EST/ 19:00 IST on February 17, 2017.
International participants are invited to access the replay of the call at (972) 3-925-5901, and US-based participants are invited to access the call by dialing 1-888-782-4291.
A replay of the call may also be accessed as a webcast via Gilat's website at www.gilat.com and will be archived for 30 days.
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 net income, operating 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 a more complete understanding of the company's underlying operational results, trends and performance. Gilat is presenting Adjusted EBITDA (operating income before depreciation, amortization, non-cash stock option expenses and other costs related to acquisition transactions, restructuring cost, goodwill impairment, impairment of long lived assets and trade secrets litigation expenses) due to a significant increase in litigation expense relating to an ongoing trade secrets litigation in the U.S. against former employees, which commenced in 2015.
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 generally accepted accounting principles and may not be comparable to other similarly titled measures for other companies. Reconciliation between the Company's Operating income and Adjusted EBITDA is presented in the attached summary financial statements.
Non-GAAP presentations of net income, operating 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 30 years of experience, we design and manufacture cutting-edge ground segment equipment, and provide comprehensive solutions and end-to-end services, powered by our innovative technology. Delivering high value competitive solutions, our portfolio comprises of a cloud based VSAT network platform, high-speed modems, high performance on-the-move antennas and high efficiency, high power Solid State 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, cellular backhaul, enterprise, in-flight connectivity, maritime, trains, defense and public safety, all while meeting the most stringent service level requirements. Gilat controlling shareholders are the FIMI Private Equity Funds. 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, 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. We undertake no obligation to update or revise any forward-looking statements for any reason. 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.
Contact:
Gilat Satellite Networks Doreet Oren [email protected]
Comm-Partners LLC June Filingeri, President 203-972-0186 [email protected]
U.S. dollars in thousands (except share and per share data)
| Year ended December 31, |
Three months ended December 31, |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||||||
| Unaudited | Audited | Unaudited | Unaudited | |||||||
| Revenues | \$ | 279,551 | \$ | 197,543 | \$ | 80,345 | \$ | 67,682 | ||
| Cost of revenues | 204,061 | 143,318 | 56,147 | 47,181 | ||||||
| Impairment of long lived assets | - | 10,137 | - | 10,137 | ||||||
| Gross profit | 75,490 | 44,088 | 24,198 | 10,364 | ||||||
| Research and development expenses | 26,477 | 24,952 | 7,103 | 5,709 | ||||||
| Less - grants | 1,624 | 2,540 | 616 | 1,977 | ||||||
| Research and development, net | 24,853 | 22,412 | 6,487 | 3,732 | ||||||
| Selling and marketing expenses | 23,411 | 24,823 | 6,187 | 6,098 | ||||||
| General and administrative expenses | 26,471 | 18,644 | 5,036 | 3,418 | ||||||
| Restructuring costs | - | 1,508 | - | 522 | ||||||
| Goodwill impairment | - | 20,402 | - | - | ||||||
| Total operating expenses | 74,735 | 87,789 | 17,710 | 13,770 | ||||||
| Operating income (loss) | 755 | (43,701) | 6,488 | (3,406) | ||||||
| Financial expenses, net | (4,843) | (7,243) | (1,668) | (1,393) | ||||||
| Income (loss) before taxes on income | (4,088) | (50,944) | 4,820 | (4,799) | ||||||
| Taxes on income | 1,252 | 1,190 | 285 | 450 | ||||||
| Income (loss) from continuing operations | (5,340) | (52,134) | 4,535 | (5,249) | ||||||
| Loss from discontinued operations | - | (200) | - | - | ||||||
| Income (loss) | \$ | (5,340) | \$ | (52,334) | \$ | 4,535 | \$ | (5,249) | ||
| Income (loss) per share from continuing operations (basic and diluted) | (0.10) | (1.19) | 0.08 | (0.12) | ||||||
| Loss per share from discontinued operations (basic and diluted) | - | (0.00) | - | - | ||||||
| Income (loss) per share (basic and diluted) | \$ | (0.10) | \$ | (1.19) | \$ | 0.08 | \$ | (0.12) | ||
| Weighted average number of shares used in computing income (loss) per share |
||||||||||
| Basic | 51,970,458 | 43,655,309 | 54,591,346 | 44,311,825 | ||||||
| Diluted | 51,970,458 | 43,655,309 | 54,615,092 | 44,311,825 |
U.S. dollars in thousands (except share and per share data)
| Three months ended December 31, 2016 |
Three months ended December 31, 2015 |
|||||||
|---|---|---|---|---|---|---|---|---|
| GAAP | Adjustments (1) | Non-GAAP | GAAP | Adjustments (1) | Non-GAAP | |||
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | |||
| Gross profit | \$ 24,198 |
1,204 | \$ | 25,402 | \$ | 10,364 | 11,387 | \$ 21,751 |
| Operating expenses | 17,710 | (1,264) | 16,446 | 13,770 | (989) | 12,781 | ||
| Operating income (loss) | 6,488 | 2,468 | 8,956 | (3,406) | 12,376 | 8,970 | ||
| Income (loss) before taxes on income | 4,820 | 2,468 | 7,288 | (4,799) | 12,376 | 7,577 | ||
| Income (loss) | \$ 4,535 |
2,468 | \$ | 7,003 | \$ | (5,249) | 12,376 | \$ 7,127 |
| Basic income (loss) per share | \$ 0.08 |
0.05 | \$ | 0.13 | \$ | (0.12) | 0.28 | \$ 0.16 |
| Diluted income (loss) per share | \$ 0.08 |
0.05 | \$ | 0.13 | \$ | (0.12) | 0.28 | \$ 0.16 |
| Weighted average number of shares used in computing income (loss) per share |
||||||||
| Basic | 54,591,346 | 54,591,346 | 44,311,825 | 44,311,825 |
(1) Adjustments reflect the effect of non-cash stock-based compensation as per ASC 718, amortization of intangible assets related to shares acquisition transactions, impairment of goodwill and long lived assets, trade secrets litigation expenses, restructuring costs and loss from discontinued operations.
Diluted 54,615,092 54,652,640 44,311,825 44,567,776
| Three months ended December 31, 2016 Unaudited |
Three months ended December 31, 2015 Unaudited |
|
|---|---|---|
| GAAP income (loss) | \$ 4,535 |
\$ (5,249) |
| Gross profit | ||
| Non-cash stock-based compensation expenses | 9 | 52 |
| Amortization of intangible assets related to acquisition transactions | 1,195 | 1,198 |
| Impairment of long lived assets | - | 10,137 |
| 1,204 | 11,387 | |
| Operating expenses | ||
| Non-cash stock-based compensation expenses | 207 | 184 |
| Amortization of intangible assets related to acquisition transactions: | 193 | 190 |
| Trade secrets litigation expenses | 864 | 93 |
| Restructuring costs | - | 522 |
| 1,264 | 989 | |
| Non GAAP income | \$ 7,003 |
\$ 7,127 |
| 8 |
U.S. dollars in thousands (except share and per share data)
| Year ended 31 December 2016 |
Year ended 31 December 2015 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP | Adjustments (1) | Non-GAAP | GAAP | Adjustments (1) | Non-GAAP | ||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | ||||||||
| Gross profit | \$ | 75,490 | 4,817 | \$ | 80,307 | \$ | 44,088 | 15,146 | \$ | 59,234 | |||
| Operating expenses | 74,735 | (6,091) | 68,644 | 87,789 | (25,200) | 62,589 | |||||||
| Operating income (loss) | 755 | 10,908 | 11,663 | (43,701) | 40,346 | (3,355) | |||||||
| Income (loss) before taxes on income | (4,088) | 10,908 | 6,820 | (50,944) | 40,346 | (10,598) | |||||||
| Income (loss) from continuing operations | (5,340) | 10,908 | 5,568 | (52,134) | 40,346 | (11,788) | |||||||
| Loss from discontinued operations | - | - | - | (200) | 200 | - | |||||||
| Income (loss) | \$ | (5,340) | 10,908 | \$ | 5,568 | \$ | (52,334) | 40,546 | \$ | (11,788) | |||
| Income (loss) per share from continuing operations | |||||||||||||
| (basic and diluted) | (0.10) | 0.21 | 0.11 | (1.19) | 0.92 | (0.27) | |||||||
| Loss per share from discontinued operations (basic | |||||||||||||
| and diluted) | - | - | - | (0.00) | 0.00 | - | |||||||
| Income (loss) per share (basic and diluted) | \$ | (0.10) | 0.21 | \$ | 0.11 | \$ | (1.19) | 0.92 | \$ | (0.27) | |||
| Weighted average number of shares used in | |||||||||||||
| computing net income (loss) per share | |||||||||||||
| Basic | 51,970,458 | 51,970,458 | 43,655,309 | 43,655,309 | |||||||||
| Diluted | 51,970,458 | 52,123,677 | 43,655,309 | 43,655,309 |
(1) Adjustments reflect the effect of non-cash stock-based compensation as per ASC 718, amortization of intangible assets related to shares acquisition transactions, impairment of goodwill and long lived assets, trade secrets litigation expenses, restructuring costs and loss from discontinued operations.
| Year ended 31 December 2016 Unaudited |
Year ended 31 December 2015 Unaudited |
|
|---|---|---|
| GAAP loss | \$ (5,340) |
\$ (52,334) |
| Gross profit | ||
| Non-cash stock-based compensation expenses | 41 | 217 |
| Amortization of intangible assets related to | ||
| acquisition transactions | 4,776 | 4,792 |
| Impairment of long lived assets | - | 10,137 |
| 4,817 | 15,146 | |
| Operating expenses | ||
| Non-cash stock-based compensation expenses | 867 | 1,684 |
| Amortization of intangible assets related to | ||
| acquisition transactions: | 777 | 805 |
| Goodwill impairment | - | 20,402 |
| Trade secrets litigation expenses | 4,447 | 801 |
| Restructuring costs | - | 1,508 |
| 6,091 | 25,200 | |
| Loss from discontinued operations | - | 200 |
| Non GAAP income (loss) | \$ 5,568 |
\$ (11,788) |
| Year ended December 31, |
Three months ended December 31, |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 Unaudited |
2016 Unaudited |
2015 Unaudited |
|||||||
| Unaudited | ||||||||||
| GAAP operating income (loss) | \$ | 755 | \$ | (43,701) | \$ | 6,488 | \$ | (3,406) | ||
| Add: | ||||||||||
| Non-cash stock-based compensation expenses | 908 | 1,901 | 216 | 236 | ||||||
| Restructuring costs | - | 1,508 | - | 522 | ||||||
| Impairment of goodwill and long lived assets | - | 30,539 | - | 10,137 | ||||||
| Trade secrets litigation expenses | 4,447 | 801 | 864 | 93 | ||||||
| Depreciation and amortization | 13,108 | 15,072 | 3,277 | 3,613 | ||||||
| Adjusted EBITDA | \$ | 19,218 | \$ | 6,120 | \$ | 10,845 | \$ | 11,195 |
| December 31, 2016 Unaudited |
December 31, 2015 Audited |
|||
|---|---|---|---|---|
| ASSETS | ||||
| CURRENT ASSETS: Cash and cash equivalents |
\$ | 40,133 | \$ | 18,435 |
| Restricted cash | 62,229 | 100,779 | ||
| Restricted cash held by trustees | 9,058 | 8,524 | ||
| Trade receivables, net | 89,377 | 50,984 | ||
| Inventories | 21,469 | 25,358 | ||
| Other current assets | 17,017 | 16,223 | ||
| Total current assets | 239,283 | 220,303 | ||
| LONG-TERM INVESTMENTS AND RECEIVABLES: | ||||
| Long-term restricted cash | 213 | 179 | ||
| Severance pay funds | 7,791 | 7,545 | ||
| Other long term receivables | 223 | 221 | ||
| Total long-term investments and receivables | 8,227 | 7,945 | ||
| PROPERTY AND EQUIPMENT, NET | 80,837 | 81,963 | ||
| INTANGIBLE ASSETS, NET | 11,383 | 17,154 | ||
| GOODWILL | 43,468 | 43,468 | ||
| TOTAL ASSETS | \$ | 383,198 | \$ | 370,833 |
| December 31, 2016 Unaudited |
December 31, 2015 Audited |
||
|---|---|---|---|
| LIABILITIES AND EQUITY | |||
| CURRENT LIABILITIES: | |||
| Short-term bank credit and loans | \$ - |
\$ 7,000 |
|
| Current maturities of long-term loans | 4,617 | 4,542 | |
| Trade payables | 29,625 | 17,210 | |
| Accrued expenses | 53,429 | 23,481 | |
| Advances from customers | 29,751 | 82,813 | |
| Advances from customers, held by trustees | 7,498 | 8,515 | |
| Other current liabilities | 21,754 | 16,213 | |
| Total current liabilities | 146,674 | 159,774 | |
| LONG-TERM LIABILITIES: | |||
| Accrued severance pay | 7,485 | 7,506 | |
| Long-term loans, net of current maturities | 16,932 | 21,493 | |
| Other long-term liabilities | 2,281 | 3,978 | |
| Total long-term liabilities | 26,698 | 32,977 | |
| EQUITY: | |||
| Share capital - ordinary shares of NIS 0.2 par value | 2,593 | 2,048 | |
| Additional paid-in capital | 920,162 | 884,126 | |
| Accumulated other comprehensive loss | (3,224) | (3,727) | |
| Accumulated deficit | (709,705) | (704,365) | |
| Total equity | 209,826 | 178,082 | |
| TOTAL LIABILITIES AND EQUITY | \$ 383,198 |
\$ 370,833 |
| Year ended December 31, |
Three months ended December 31, |
||||||
|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||||
| Unaudited | Unaudited | Unaudited | Unaudited | ||||
| Cash flows from continuing operations | |||||||
| Cash Flows from Operating Activities: | |||||||
| Net Income (Loss) | \$ | (5,340) | \$ (52,334) |
\$ 4,535 |
\$ (5,249) |
||
| Loss from discontinued operations | - | 200 | - | - | |||
| Net income (loss) from continuing operations | (5,340) | (52,134) | 4,535 | (5,249) | |||
| Adjustments required to reconcile net income (loss) | |||||||
| to net cash provided by (used in) operating activities: | |||||||
| Depreciation and Amortization | 13,108 | 15,072 | 3,277 | 3,613 | |||
| Goodwill impairment | - | 20,402 | - | - | |||
| Impairment of long lived assets | - | 10,137 | - | 10,137 | |||
| Capital loss from disposal of property and equipment | (88) | 82 | - | - | |||
| Stock-Based Compensation | 908 | 1,901 | 216 | 236 | |||
| Accrued severance pay, net | (267) | (111) | (65) | 163 | |||
| Accrued interest and exchange rate differences on | |||||||
| short and long-term restricted cash, net | (1,382) | 842 | 72 | 635 | |||
| Exchange rate differences on long-term loans | (43) | (288) | (99) | (67) | |||
| Deferred income taxes, net | 4 | 1 | (1) | (10) | |||
| Decrease (increase) in trade receivables, net | (37,586) | 4,553 | (47,695) | (12,177) | |||
| Decrease (increase) in other assets (including short-term, long-term | |||||||
| and deferred charges) | (3,386) | 998 | (4,593) | 97 | |||
| Decrease (increase) in inventories | 2,221 | (2,821) | 1,356 | 2,090 | |||
| Decrease (Increase) in restricted cash directly related to operating activities, net | 48,519 | (87,004) | 12,991 | (34,268) | |||
| Increase (decrease) in trade payables | 12,454 | (5,133) | 8,607 | 2,514 | |||
| Increase in accrued expenses | 30,149 | 2,935 | 4,135 | 3,444 | |||
| Increase (decrease) in advance from customers | (53,081) | 79,884 | 13,561 | 24,268 | |||
| Increase (decrease) in advances from customers, held | |||||||
| by trustees | 922 | (2,243) | 1,950 | 6,168 | |||
| Increase (decrease) in other current liabilities and other long term liabilities | 3,666 | (1,860) | 2,036 | (1,454) | |||
| Net cash provided by (used in) operating activities | 10,778 | (14,787) | 283 | 140 | |||
| Cash Flows from Investing Activities: | |||||||
| Purchase of property and equipment | (4,307) | (3,930) | (1,485) | (821) | |||
| Investment in restricted cash held by trustees | (16,200) | (16,634) | (5,275) | (10,525) | |||
| Proceeds from restricted cash held by trustees | 16,498 | 21,501 | 3,025 | 2,852 | |||
| Investment in restricted cash (including long-term) | (17,001) | (22,717) | (9,751) | (306) | |||
| Proceeds from restricted cash (including long-term) | 7,441 | 34,120 | - | 1,561 | |||
| Net cash provided by (used in) investing activities | (13,569) | 12,340 | (13,486) | (7,239) | |||
| Cash flows from financing activities: | |||||||
| Capital lease payments | (307) | (609) | - | (201) | |||
| Issuance of shares in a rights offering | 35,095 | - | - | - | |||
| Issuance of restricted stock units and exercise of stock options | 576 | 5,683 | 49 | 88 | |||
| Payment of obligation related to the purchase of intangible assets | - | (500) | - | - | |||
| Short term bank credit, net | (7,000) | (5,897) | - | (2,086) | |||
| Repayment of long-term loans | (4,443) | (4,544) | (27) | (135) | |||
| Net cash provided by (used in) financing activities | 23,921 | (5,867) | 22 | (2,334) | |||
| Effect of exchange rate changes on cash and cash equivalents | 568 | (977) | (125) | 145 | |||
| Increase (decrease) in cash and cash equivalents | 21,698 | (9,291) | (13,306) | (9,288) | |||
| Cash and Cash Equivalents at the Beginning of the Period | 18,435 | 27,726 | 53,439 | 27,723 | |||
| Cash and Cash Equivalents at the End of the Period | \$ | 40,133 | \$ 18,435 |
40,133 \$ |
\$ 18,435 |
||
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