Gilat Satellite Networks Ltd.

FORM 6 – K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report on Foreign Issuer

Pursuant to Rule 13a – 16 or 15d – 16

of the Securities Exchange Act of 1934

For the Month of August 2011

Gilat Satellite Networks Ltd.

(Translation of Registrant’s Name into English)

Gilat House, Yegia Kapayim Street

Daniv Park, Kiryat Arye, Petah Tikva, Israel

(Address of Principal Corporate Offices)

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

Form 20-F x Form 40-F o

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 o No x

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 August 10, 2011, announcing Registrant’s financial results for the second quarter ended June 30, 2011, and it selection to deliver an on-the-move satellite communication (SOTM) solution.

This report on Form 6-K is being incorporated by reference into the Registration Statement on Form F-3 (Registration No. 333-160683) and the Registration Statements on Form S-8 (Registration Nos. 333- 158476, 333-96630, 333-132649, 333-123410, 333-113932, 333-08826, 333-10092, 333-12466 and 333-12988).

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.

/s/ Joann R. Blasberg
Joann R. Blasberg
Corporate Secretary

Press Release Gilat Satellite Networks Ltd. 21 Yegia Kapayim St., Kiryat Arye Petah Tikva 49130, Israel Tel: (972) 3 925-2000 Fax: (972) 3 925-2222 www.gilat.com

Gilat Announces Second Quarter 2011 Results

Petah Tikva, Israel – August 10, 2011 – Gilat Satellite Networks Ltd. (NASDAQ: GILT), a worldwide leader in satellite networking technology, solutions and services, today reported its results for the quarter ending June 30, 2011.

Revenues for the second quarter of 2011 were $81.7 million, compared to $51.8 million in the second quarter of 2010, up 58%. Operating income for the second quarter of 2011 was $0.2 million compared to an operating loss of $1.4 million in the second quarter of 2010. Net income for the second quarter of 2011 was $0.9 million, or $0.02 per diluted share, compared to a net loss of $1.3 million, or a net loss of $0.03 per diluted share, in the comparable period in 2010.

On a Non-GAAP basis, operating income for the period was $2.7 million compared to an operating loss of $1.0 million in the second quarter of 2010. Non-GAAP net income for the period was $2.6 million or $0.06 per diluted share, compared to a net loss of $0.9 million or a net loss of $0.02 per diluted share in the comparable period in 2010.

Gross margins for the second quarter of 2011 were 36% compared to 33% in the comparable period in 2010, and EBITDA for the second quarter reached $6.6 million compared with $2.2 million in the second quarter last year.

Revenues for the six month period ended June 30, 2011 were $161.7 million compared to $108.9 million in the comparable period of 2010. Net income for the six month period in 2011 was $1.4 million, or $0.03 per diluted share, compared to a net loss of $0.7 million, or $0.02 per diluted share, in the same period of 2010.

“Gilat ended the second quarter with strong earnings growth and improvement in all financial indicators compared to the second quarter of last year,” said Amiram Levinberg, Gilat’s Chief Executive Officer and Chairman of the Board. "The quarter was highlighted by several key customer wins, notably our partnership with Optus for the Australian NBN Interim Satellite solution utilizing multi-spot beam capacity, and more recently, our strategic win for SES Ka-band consumer network. Both awards represent an important vote of confidence in Gilat and open the door to future opportunities in one of the industry's largest growth engines."

The company also announced today that it has been selected to deliver an on-the-move satellite communications (SOTM) solution as part of a security initiative aimed at combating internal and border threats. As part of the initiative, valued at over $10 million, Raysat Antenna Systems will provide equipment and services, including over 100 StealthRay Satellite-on-the-Move (SOTM) antennas.

Resources:

Second Quarter 2011 Financial Statements

Recent Announcements:

August 2011 - Gilat announced that it has signed an agreement for the delivery of network equipment and Ka-band end-user terminals for SES satellite-based Internet service ASTRA2 Connect . The use of Gilat's Ka-band platform will allow SES to deliver significantly faster Internet and VoIP services to customers. Currently serving over 80,000 ASTRA2 Connect end-users, SES operates the largest satellite-based broadband network in Europe today. The project, including deals with SES and nominees, can reach a value of up to $70 million over the next five years. Read
July 2011 - Gilat was selected by Russian Yakutia Ministry of Finance to provide a full turnkey SkyEdge II broadband satellite network to serve new Ministry of Finance locations across Sakha (Yakutia) Republic, one of Russia's largest Federal Districts. Gilat will implement the turn-key SkyEdge II network in cooperation with GBU "CIBP", the local operator and service provider of the Yakutia Ministry of Finance. Read
July 211 - Gilat announced that it has been selected by Synterra, Russia's national communications carrier, to provide satellite communications equipment for the extension of a broadband network throughout Siberia and the Russian Far East. The network is set to support the operator's USO goals in the region, providing residents of remote communities with essential connectivity to broadband internet and telephony services. Read
June 2011 - Gilat announced that it has been selected by Spanish satellite operator HISPASAT, to provide a new broadband satellite IP network based on Gilat's advanced SkyEdge II System. The network will enable the deployment of a broadband program as mandated by the Spanish government, and is planned to provide thousands of consumers across Spain with broadband Internet services. Read
June 2011 - Gilat announced that it has been selected by one of Russia's largest telecom operators to expand network reach of data and telephony services in one of the nation’s largest remote regions. The network includes Gilat's NetEdge gateway solution which makes it possible to connect remote telephone exchange trunks within the region in a single hop. Read
May 2011 - Gilat announced that it has been selected by Optus to provide a SkyEdge II VSAT network, installation, operation and maintenance for the Australian Government's National Broadband Network Company's (NBN Co) Interim Satellite Service. The contract represents a potential value of $120 million over a five year period. Read
April 2011 - The Company’s subsidiary Spacenet announced that it has acquired CICAT Networks, a US-based provider of broadband network solutions. The acquisition will allow Spacenet to increase its addressable market and offer an expanded range of Managed Network Services to customers. Read
April 2011 - Gilat announced that it has been selected by Telecom Namibia to provide a SkyEdge II network to serve hundreds of locations throughout Namibia. The new, IP oriented and higher capacity network will replace legacy equipment and enable the connection of new sites to broadband services. Read Trade Release

Conference Call and Webcast Details:

Gilat management will host a conference call today at 13:30 GMT / 9:30 EDT / 16:30 Israel Local Time to discuss the 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 (888) 407-2553.

The results presentation may be accessed prior to the conference call via Webcast through the Company's website at www.gilat.com .

A replay of the conference call will be available beginning at approximately 16:00 GMT/12:00 EDT today, until 16:00 GMT/12:00 EDT August 12, 2011. International participants are invited to access the replay at (972) 3-925-5901, and US-based participants are invited to access the replay by dialing (888) 295-2634. 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.

Notes:

(1) The attached summary financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The attached summary financial statements are unaudited. To supplement the consolidated financial statements presented in accordance with GAAP, the Company presents Gilat's EBITDA before the impact of non-cash share-based payment charges, depreciation and amortization and other costs related to acquisition transactions. Non-GAAP presentations of net income, EBITDA and earnings per share are provided to enhance the understanding of the Company's historical financial performance and comparability between periods.

(2) Operating income before depreciation, amortization, non cash stock option expenses as per SFAS 123(R) and other costs related to acquisition transactions ('EBITDA') is presented because it is a measure commonly used and is presented solely in order to improve the understanding of the Company's operating results and to provide further perspective on these results. EBITDA, however, should not be considered as an alternative to operating income or net income for the period as an indicator of the operating performance of the Company.

Similarly, EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity. 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. EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. Reconciliation between the Company's Operating income and EBIDTA is presented in the attached summary financial statements.

About Gilat Satellite Networks Ltd.:

Gilat is a leading provider of products and professional services for satellite-based broadband communication networks worldwide. Gilat was founded in 1987 and has shipped over 750,000 VSATs (Very Small Aperture Terminals) to more than 85 countries across six continents. Gilat's headquarters are located in Petah Tikva, Israel, and the Company has 22 sales and service offices worldwide. Gilat develops and markets an expansive range of broadband satellite solutions including high-performance VSATs under the SkyEdge TM and SkyEdge II brands, low-profile antennas for communications-on-the-move, under the RaySat Antenna Systems and the StealthRay TM brands, and next generation solid-state power amplifiers for mission-critical defense and broadcast satellite communications systems under the Wavestream brand. Gilat's wholly-owned subsidiary, Spacenet Inc., is a leading provider of managed services in North America to the business and government segments. Visit Gilat at 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. 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.

Media Contact :

Karen Mazor

Gilat Satellite Networks

(972) 54 228 8039

[email protected]

Investor Contact:

Rob Fink, KCSA

[email protected]

1 (212) 896 1206

Chi-Chi Millaway,KCSA

[email protected]

1 (212) 896 1269

GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands

2011	2010
Unaudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	46,114	57,238
Short-term restricted cash	4,489	3,839
Restricted cash held by trustees	-	1,004
Trade receivables, net	53,086	51,994
Inventories	29,679	29,612
Other current assets	27,475	22,973
Total current assets	160,843	166,660
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term restricted cash	2,110	4,583
Severance pay fund	10,960	10,572
Long-term trade receivables, receivables in respect of capital
leases and other receivables	19,030	6,538
Total long-term investments and receivables	32,100	21,693
PROPERTY AND EQUIPMENT, NET	100,973	103,490
INTANGIBLE ASSETS AND DEFERRED CHARGES, NET	54,143	57,453
GOODWILL	107,536	106,082
TOTAL ASSETS	455,595	455,378

GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands

2011		2010
Unaudited
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term bank credit	1,854		2,129
Current maturities of long-term loans and convertible notes	5,456		2,186
Trade payables	18,082		18,267
Accrued expenses	24,289		24,591
Short-term advances from customer, held by trustees	-		1,004
Other current liabilities	40,119		39,675
Total current liabilities	89,800		87,852
LONG-TERM LIABILITIES:
Accrued severance pay	10,774		10,579
Long-term loans, net	41,204		45,202
Accrued interest related to restructured debt	288		575
Convertible subordinated notes	14,374		14,379
Other long-term liabilities	32,737		32,678
Total long-term liabilities	99,377		103,413
COMMITMENTS AND CONTINGENCIES
EQUITY:
Share capital - ordinary shares of NIS 0.2 par value	1,869		1,855
Additional paid in capital	866,145		865,080
Accumulated other comprehensive income	621		774
Accumulated deficit	(602,217	)	(603,596	)
Total equity	266,418		264,113
TOTAL LIABILITIES AND EQUITY	455,595		455,378

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


30 June 2011						30 June 2010
GAAP		Adjustments (1)		Non-GAAP		GAAP		Adjustments (1)		Non-GAAP
Unaudited		Unaudited		Unaudited		Unaudited		Unaudited		Unaudited
Revenues	81,708		-		81,708		51,791		-		51,791
Cost of revenues	52,288		(1,726	)	50,562		34,938		(67	)	34,871
Gross profit	29,420		1,726		31,146		16,853		67		16,920
	36	%			38	%	33	%			33	%
Research and development expenses:
Expenses incurred	8,859		(58	)	8,801		4,749		(43	)	4,706
Less - grants	1,264		-		1,264		1,270		-		1,270
	7,595		(58	)	7,537		3,479		(43	)	3,436
Selling, marketing, general and administrative expenses	21,570		(667	)	20,903		14,783		(292	)	14,491
Costs related to acquisition transactions	100		(100	)	-		-		-		-
Operating income (loss)	155		2,551		2,706		(1,409	)	402		(1,007	)
Financial expenses, net	(61	)	-		(61	)	(59	)	-		(59	)
Other income	877		(877	)	-		-		-		-
Income (loss) before taxes on income	971		1,674		2,645		(1,468	)	402		(1,066	)
Taxes on income (tax benefit)	32		-		32		(135	)	-		(135	)
Net income (loss)	939		1,674		2,613		(1,333	)	402		(931	)
Basic net earnings (loss) per share	0.02				0.06		(0.03	)			(0.02	)
Diluted net earnings (loss) per share	0.02				0.06		(0.03	)			(0.02	)
Weighted average number of shares used in
computing net earnings (loss) per share
Basic	40,869				40,869		40,403				40,403
Diluted	42,091				42,931		40,403				40,403

(1) Adjustments reflect the effect of non-cash stock options expenses as per SFAS123R, costs related to acquisition transactions, amortization of intangible assets related to acquisition transactions and other income.

30 June 2011	30 June 2010
Non-cash stock-based compensation expenses:
Cost of Revenues	74	67
Research and development	58	43
Selling, general, marketing and administrative	413	292
	545	402
Amortization of intangible assets related to acquisition transactions:
Cost of Revenues	1,652	-
Selling, general, marketing and administrative	254	-
	1,906	-

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

GAAP		Adjustments (1)		Non-GAAP		GAAP		Adjustments (1)		Non-GAAP
Unaudited		Unaudited		Unaudited		Unaudited		Unaudited		Unaudited
Revenues	161,735		-		161,735		108,903		-		108,903
Cost of revenues	103,255		(3,986	)	99,269		72,413		(134	)	72,279
Gross profit	58,480		3,986		62,466		36,490		134		36,624
	36	%			39	%	34	%			34	%
Research and development expenses:
Expenses incurred	17,726		(113	)	17,613		9,472		(78	)	9,394
Less - grants	1,735		-		1,735		1,485		-		1,485
	15,991		(113	)	15,878		7,987		(78	)	7,909
Selling, marketing, general and administrative expenses	41,299		(1,277	)	40,022		29,856		(522	)	29,334
Costs related to acquisition transactions	256		(256	)	-		-		-		-
Operating income (loss)	934		5,632		6,566		(1,353	)	734		(619	)
Financial income (expenses), net	(737	)	-		(737	)	10		-		10
Other income	1,826		(1,826	)	-		-		-		-
Income (loss) before taxes on income	2,023		3,806		5,829		(1,343	)	734		(609	)
Taxes on income (tax benefit)	644		-		644		(652	)	-		(652	)
Net income (loss)	1,379		3,806		5,185		(691	)	734		43
Basic net earnings (loss) per share	0.03				0.13		(0.02	)			0.00
Diluted net earnings (loss) per share	0.03				0.12		(0.02	)			0.00
Weighted average number of shares used in
computing net earnings (loss) per share
Basic	40,807				40,807		40,356				40,356
Diluted	42,114				42,972		40,356				42,703

30 June 2011	30 June 2010
Non-cash stock-based compensation expenses:
Cost of Revenues	154	134
Research and development	113	78
Selling, general, marketing and administrative	789	522
	1,056	734
Amortization of intangible assets related to acquisition transactions:
Cost of Revenues	3,832	-
Selling, general, marketing and administrative	488	-
	4,320	-

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

2011		2010		2011		2010
Unaudited		Unaudited		Unaudited		Unaudited
Revenues	161,735		108,903		81,708		51,791
Cost of revenues	103,255		72,413		52,288		34,938
Gross profit	58,480		36,490		29,420		16,853
Research and development expenses:
Expenses incurred	17,726		9,472		8,859		4,749
Less - grants	1,735		1,485		1,264		1,270
	15,991		7,987		7,595		3,479
Selling, marketing, general and administrative expenses	41,299		29,856		21,570		14,783
Costs related to acquisition transactions	256		-		100		-
Operating income (loss)	934		(1,353	)	155		(1,409	)
Financial income (expenses), net	(737	)	10		(61	)	(59	)
Other income	1,826		-		877		-
Income (loss) before taxes on income	2,023		(1,343	)	971		(1,468	)
Taxes on income (tax benefit)	644		(652	)	32		(135	)
Net income (loss)	1,379		(691	)	939		(1,333	)
Basic net earnings (loss) per share	0.03		(0.02	)	0.02		(0.03	)
Diluted net earnings (loss) per share	0.03		(0.02	)	0.02		(0.03	)
Weighted average number of shares used in
computing net earnings (loss) per share
Basic	40,807		40,356		40,869		40,403
Diluted	42,114		40,356		42,091		40,403

GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands

2011		2010		2011		2010
Unaudited		Unaudited		Unaudited		Unaudited
Cash flows from operating activities:
Net income (loss)	1,379		(691	)	939		(1,333	)
Adjustments required to reconcile net income
to net cash used in operating activities:
Depreciation and amortization	12,369		6,218		5,797		3,205
Stock-based compensation related to employees	1,056		734		545		402
Accrued severance pay, net	(193	)	241		(130	)	127
Accrued interest and exchange rate differences on
short and long-term restricted cash, net	(28	)	19		(8	)	168
Accrued interest and exchange rate differences on
marketable securities and short term bank deposits, net	-		110		-		171
Exchange rate differences on long-term loans	522		(915	)	120		(495	)
Exchange rate differences on loans to employees	-		1		-		1
Capital loss from disposal of property and equipment	69		245		44		238
Deferred income taxes	370		6		(85	)	(5	)
Decrease (increase) in trade receivables, net	19		1,602		(806	)	10,384
Increase in other assets (including short-term, long-term
and deferred charges)	(18,923	)	(2,143	)	(6,706	)	(2,356	)
Decrease (increase) in inventories	(986	)	(871	)	183		1,036
Increase (decrease) in trade payables	(424	)	92		(1,294	)	1,106
Decrease in accrued expenses	(1,022	)	(626	)	(1,334	)	(1,827	)
Increase (decrease) in advances from customer, held
by trustees, net	(1,004	)	4,532		-		5,813
Increase (decrease) in other accounts payable and other long term liabilities	(1,562	)	(274	)	(3,903	)	1,303
Net cash provided by (used in) operating activities	(8,358	)	8,280		(6,638	)	17,938

GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands

2011		2010		2011		2010
Unaudited		Unaudited		Unaudited		Unaudited
Cash flows from investing activities:
Purchase of property and equipment	(3,892	)	(3,725	)	(2,016	)	(2,732	)
Investment in bank deposits	-		(30,693	)	-		-
Proceeds from bank deposits	-		39,877		-		31,924
Purchase of available-for-sale marketable securities	-		(4,804	)	-		-
Loans to employees, net	(11	)	1		(1	)	2
Investment in restricted cash held by trustees	-		(11,110	)	-		(9,706	)
Proceeds from restricted cash held by trustees	1,016		6,555		-		3,768
Investment in restricted cash (including long-term)	(12,142	)	(421	)	(1,066	)	(34	)
Proceeds from restricted cash (including long-term)	14,091		1,332		7,223		1,262
Proceeds from working capital adjustment to subsidiary purchase price	1,465		-		1,465		-
Acquisitions of subsidiaries, net of cash acquired	(1,867	)	-		(1,867	)	-
Purchase of intangible asset	(21	)	-		(8	)	-
Net cash provided by (used in) investing activities	(1,361	)	(2,988	)	3,730		24,484
Cash flows from financing activities:
Repayment of convertible notes	(394	)	(420	)	(394	)	(420	)
Issuance of restricted stock units and exercise of stock options	14		10		8		5
Short-term bank credit, net	(275	)	-		667		-
Repayment of long-term loans	(852	)	(166	)	(578	)	(79	)
Net cash used in financing activities	(1,507	)	(576	)	(297	)	(494	)
Effect of exchange rate changes on cash and cash equivalents	102		(79	)	70		(20	)
Increase (decrease) in cash and cash equivalents	(11,124	)	4,637		(3,135	)	41,908
Cash and cash equivalents at the beginning of the period	57,238		122,672		49,249		85,401
Cash and cash equivalents at the end of the period	46,114		127,309		46,114		127,309

GILAT SATELLITE NETWORKS LTD.
CONDENSED EBITDA
US dollars in thousands

2011	2010		2011	2010
Unaudited	Unaudited		Unaudited	Unaudited
Operating income (loss)	934	(1,353	)	155	(1,409	)
Add:
Non-cash stock-based compensation expenses	1,056	734		545	402
Costs related to acquisition transactions	256	-		100	-
Deprecation and amortization	12,369	6,218		5,797	3,205
EBITDA	14,615	5,599		6,597	2,198

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