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Gilat Satellite Networks Ltd.

Foreign Filer Report Aug 9, 2022

6810_rns_2022-08-09_87d57f4b-cb36-4005-9c68-7eb261364131.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 August, 2022

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 ☒ 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 August 9, 2022, the Registrant issued a press release announcing Gilat's unaudited Second Quarter 2022 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.

The GAAP financial information included in Exhibit 99.1 to this Form 6-K is incorporated by reference into the Registrant's Registration Statements on Form F-3 (Registration No. 333-266044) and 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, 333-255740 and 333-264974), and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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 August 9, 2022 By: /s/ Gil Benyamini

Gil Benyamini Chief Financial Officer

Gilat Reports Strong Second Quarter 2022 Results

Revenue of \$55.5 million, operating profit \$1.5 million and Adjusted EBITDA of \$5.3 million; Reiterates 2022 guidance

Petah Tikva, Israel – August 9, 2022 – Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT), a worldwide leader in satellite networking technology, solutions and services, today reported its results for the second quarter ended June 30, 2022.

Second Quarter 2022 Financial Highlights

  • Revenues of \$55.5 million, up 1.2% compared with Q2 of last year;
  • GAAP operating income of \$1.5 million versus operating loss of \$0.4 million in Q2 last year;
  • Non-GAAP operating income of \$2.4 million versus Non-GAAP operating income of \$0.1 million in Q2 last year;
  • GAAP net income of \$0.5 million versus loss of \$0.2 million in Q2 last year;
  • Non-GAAP net income of \$1.4 million versus Non-GAAP income of \$0.3 million in Q2 last year;
  • Adjusted EBITDA of \$5.3 million versus Adjusted EBITDA of \$2.4 million in Q2 last year;
  • Reiterates and on-track with 2022 financial guidance;

Forward-Looking Expectations

The Company reiterates its 2022 guidance issued in 2022, of revenues between \$245 to \$265 million, representing year-over-year growth of between 14% and 23%, GAAP operating income of between \$5 to \$9 million and Adjusted EBITDA of between \$20 to \$24 million, representing year-over-year growth of Adjusted EBITDA between 30% to 56%.

Management Commentary

Adi Sfadia, Gilat's CEO, commented: "We are pleased with our strong results, especially with the solid improvement in our profitability. We continue to successfully capitalize on the opportunities in our pipeline, and we see increasing growth potential in our end-markets for the coming years. Looking out to the rest of the year, we feel increasingly comfortable and remain on target to meet our goals.

This was an exceptional quarter with significant multimillion dollar orders for Gilat's next generation platform, SkyEdge IV. We expanded the global strategic relationships with our partners, the satellite operators, SES and Intelsat, and are competing on important GEO VHTS opportunities in our pipeline with additional major satellite operators. Furthermore, our SSPA business for this new and exciting market is progressing as planned, and as such, we believe we are well positioned to seize opportunities in the multibillion market of the next era of satellite communication.

We received more than \$10 million in new Cellular Backhaul orders this quarter as we continue to expand our global leadership. We are encouraged with the progress in our strategic markets of Inflight Connectivity and Maritime as well as with our growing business in Defense and Enterprise, and we see a growing set of additional opportunities."

Mr. Sfadia concluded, "Given our ongoing strong performance, we reiterate our 2022 guidance and expect a year of solid growth in revenue and improved profitability."

Key Recent Announcements

  • o Internet Para Todos Expands Services Contract with Gilat
  • o Gilat Signs Agreement to Enable a Central Asian Government to Provide Digital Services over Satellite
  • o Gilat and Intelsat Expand Their Strategic In-Flight Connectivity Partnership in Japan
  • o Tier-1 MNO Awards Multimillion-Dollar Order to Gilat for 4G Cellular Backhaul Network Expansion in Latin America
  • o Gilat Awarded Order of Over \$7M from Tier-1 Mobile Network Carrier in APAC for 4G Cellular Backhaul Network Expansion
  • o Gilat Awarded Follow-On Orders to Expand Defense Force SATCOM Network in an Asian Nation
  • o Gilat Receives Over \$8 Million Follow-On Order for Support of Low Earth Orbit Constellation

Conference Call Details

Gilat's management will discuss its second quarter 2022 results and business achievements and participate in a question and answer session:

Date: Tuesday, August 9, 2022 Start: 09:30 AM EDT / 16:30 IDT Dial-in: US: 1-866-744-5399 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/gilatq2-2022

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

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 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. Non-GAAP financial measures mainly exclude the effect of stock based compensation, amortization of purchased intangibles, lease incentive amortization, litigation expenses, income related to trade secrets claims, restructuring and reorganization costs, merger, acquisition and related litigation expense (income), impairment of held for sale asset, and one-time changes of deferred tax assets.

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 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.

About Gilat

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. 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 forwardlooking statements for any reason.

Contact:

Gilat Satellite Networks Doreet Oren, Senior Director Corporate Communications [email protected]

Ehud Helft EK Global Investor Relations [email protected] +1 212 378 8040

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

Six months ended Three months ended June 30, June 30, 2022 2021 2022 2021 As Restated (1) As Restated (1) Unaudited Unaudited Revenues \$ 106,863 \$ 98,169 \$ 55,454 \$ 54,798 Cost of revenues 70,706 69,070 35,685 38,179 Gross profit 36,157 29,099 19,769 16,619 Research and development expenses, net 16,386 15,660 8,718 7,733 Selling and marketing expenses 10,310 10,468 4,960 5,464 General and administrative expenses 8,555 6,938 4,371 3,855 Impairment of held for sale asset 439 - 229 - Total operating expenses 35,690 33,066 18,278 17,052 Operating income (loss) 467 (3,967) 1,491 (433) Financial income (expenses), net (1,663) (757) (468) 435 Income (loss) before taxes on income (1,196) (4,724) 1,023 2 Taxes on income 832 474 517 227 Net income (loss) \$ (2,028) \$ (5,198) \$ 506 \$ (225) Earnings (loss) per share (basic and diluted) \$ (0.04) \$ (0.09) \$ 0.01 \$ (0.00) Weighted average number of shares used in computing earning (loss) per share Basic 56,574,296 56,269,941 56,597,523 56,508,539 Diluted 56,574,296 56,269,941 56,637,208 56,508,539

(1) The Company restated its previously issued condensed interim consolidated financial statements for the three and six months ended June 30, 2021. For additional information, see Item 5 of our 2021 Form 20-F and Notes 2 and 13 of our Condensed Interim Consolidated Financial Statements filed with the U.S. Securities and Exchange Commission on May 16, 2022 and August 9, 2022, respectively.

GILAT SATELLITE NETWORKS LTD.

RECONCILIATION BETWEEN GAAP AND NON-GAAP CONSOLIDATED STATEMENTS OF INCOME (LOSS)

FOR COMPARATIVE PURPOSES

U.S. dollars in thousands (except share and per share data)

Three months ended
June 30, 2022
Three months ended
June 30, 2021
GAAP Adjustments (*) Non-GAAP GAAP Adjustments (*) Non-GAAP
As Restated (1) As Restated (1)
Unaudited Unaudited
Gross profit \$
19,769
81 \$ 19,850 \$ 16,619 64 \$ 16,683
Operating expenses 18,278 (832) 17,446 17,052 (456) 16,596
Operating income (loss) 1,491 913 2,404 (433) 520 87
Income before taxes on income 1,023 913 1,936 2 520 522
Net income (loss) \$
506
913 \$ 1,419 \$ (225) 520 \$ 295
Earnings (loss) per share (basic and diluted) \$
0.01
\$
0.02
\$ 0.03 \$ (0.00) \$ 0.01 \$ 0.01
Weighted average number of shares used in
computing earning (loss) per share
Basic 56,597,523 56,597,523 56,508,539 56,508,539
Diluted 56,637,208 56,773,970 56,508,539 57,328,088

(*) Adjustments reflect the effect of non-cash stock-based compensation as per ASC 718, amortization of intangible assets related to shares acquisition transactions and impairment of held for sale asset.

Three months ended
June 30, 2022
Unaudited
Three months ended
June 30, 2021
As Restated (1)
Unaudited
GAAP net income (loss) \$
506
\$
(225)
Gross profit
Non-cash stock-based compensation expenses 75 59
Amortization of intangible assets related to acquisition transactions 55 5
130 64
Operating expenses
Non-cash stock-based compensation expenses 494 406
Amortization of intangible assets related to acquisition transactions 60 50
Impairment of held for sale asset 229 -
783 456
Non-GAAP net income \$
1,419
\$
295

(1) The Company restated its previously issued condensed interim consolidated financial statements for the three and six months ended June 30, 2021. For additional information, see Item 5 of our 2021 Form 20-F and Notes 2 and 13 of our Condensed Interim Consolidated Financial Statements filed with the U.S. Securities and Exchange Commission on May 16, 2022 and August 9, 2022, respectively.

GILAT SATELLITE NETWORKS LTD.

RECONCILIATION BETWEEN GAAP AND NON-GAAP CONSOLIDATED STATEMENTS OF INCOME (LOSS)

FOR COMPARATIVE PURPOSES

U.S. dollars in thousands (except share and per share data)

Six months ended
June 30, 2022
Six months ended
June 30, 2021
GAAP Adjustments (*) Non-GAAP GAAP Adjustments (*) Non-GAAP
As Restated (1) As Restated (1)
Unaudited Unaudited
Gross profit \$
36,157
156 \$ 36,313 \$ 29,099 130 \$ 29,229
Operating expenses 35,690 (1,515) 34,175 33,066 (287) 32,779
Operating income (loss) 467 1,671 2,138 (3,967) 417 (3,550)
Income (loss) before taxes on income (1,196) 1,671 475 (4,724) 417 (4,307)
Net loss (2,028) 1,671 (357) (5,198) 417 (4,781)
Loss per share (basic and diluted) \$
(0.04)
\$
0.03
\$ (0.01) \$ (0.09) \$
0.01
\$ (0.08)
Weighted average number of shares used in
computing loss per share
Basic 56,574,296 56,574,296 56,269,941 56,269,941
Diluted 56,574,296 56,574,296 56,269,941 56,269,941

(*) Adjustments reflect the effect of non-cash stock-based compensation as per ASC 718, amortization of intangible assets related to shares acquisition transactions and impairment of held for sale asset.

Six months ended
June 30, 2022
Unaudited
Six months ended
June 30, 2021
As Restated (1)
Unaudited
GAAP net loss \$
(2,028)
\$
(5,198)
Gross profit
Non-cash stock-based compensation expenses 145 120
Amortization of intangible assets related to acquisition transactions 60 10
205 130
Operating expenses
Non-cash stock-based compensation expenses 916 186
Amortization of intangible assets related to acquisition transactions 111 101
Impairment of held for sale asset 439 -
1,466 287
Non-GAAP net loss \$
(357)
\$
(4,781)

(1) The Company restated its previously issued condensed interim consolidated financial statements for the three and six months ended June 30, 2021. For additional information, see Item 5 of our 2021 Form 20-F and Notes 2 and 13 of our Condensed Interim Consolidated Financial Statements filed with the U.S. Securities and Exchange Commission on May 16, 2022 and August 9, 2022, respectively.

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

ADJUSTED EBITDA:

Six months ended
June 30,
Three months ended
June 30,
2022 2021 2022 2021
As Restated (1) As Restated (1)
Unaudited Unaudited
GAAP net income (loss) \$
(2,028)
\$ (5,198) \$ 506 \$ (225)
Adjustments:
Financial expenses (income), net 1,663 757 468 (435)
Taxes on income 832 474 517 227
Non-cash stock-based compensation expenses 1,061 306 569 465
Impairment of held for sale asset 439 - 229 -
Other 60 - 60 -
Depreciation and amortization (*) 5,792 4,758 2,941 2,373
Adjusted EBITDA \$
7,819
\$ 1,097 \$ 5,290 \$ 2,405

(*) Including amortization of lease incentive

SEGMENT REVENUE:

Six months ended
June 30,
Three months ended
June 30,
2022 2021 2022 2021
As Restated (1) As Restated (1)
Unaudited Unaudited
Satellite Networks \$
51,627
\$ 59,975 \$ 26,857 \$ 34,351
Integrated Solutions 29,397 18,836 15,691 12,127
Network Infrastructure and Services 25,839 19,358 12,906 8,320
Total revenues \$
106,863
\$ 98,169 \$ 55,454 \$ 54,798

(1) The Company restated its previously issued condensed interim consolidated financial statements for the three and six months ended June 30, 2021. For additional information, see Item 5 of our 2021 Form 20-F and Notes 2 and 13 of our Condensed Interim Consolidated Financial Statements filed with the U.S. Securities and Exchange Commission on May 16, 2022 and August 9, 2022, respectively.

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

June 30, December 31,
2022 2021
Unaudited Audited
\$
81,859
-
2,159
2,592
39,161
26,008
28,432
14,607
4,587
199,405
12
12
12,539
6,795
17,551
4,478
10,456
51,831
72,391
640
43,468
\$ \$
367,735
\$
70,133
1,313
51,303
29,310
32,156
22,458
4,276
210,949
11,845
5,937
15,885
3,845
11,225
48,749
72,410
419
43,468
375,995

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

June 30,
2022
Unaudited
December 31,
2021
Audited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables \$
24,010
\$
19,776
Accrued expenses 47,654 49,202
Advances from customers and deferred revenues 31,932 24,373
Operating lease liabilities 1,747 1,818
Other current liabilities 15,458 13,339
Total current liabilities 120,801 108,508
LONG-TERM LIABILITIES:
Accrued severance pay 6,548 7,292
Long-term advances from customers 722 1,209
Operating lease liabilities 2,056 2,283
Other long-term liabilities 132 120
Total long-term liabilities 9,458 10,904
SHAREHOLDERS' EQUITY:
Share capital - ordinary shares of NIS 0.2 par value
Additional paid-in capital
2,711
930,927
2,706
929,871
Accumulated other comprehensive loss (7,977) (6,357)
Accumulated deficit (679,925) (677,897)
Total shareholders' equity 245,736 248,323
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY \$
375,995
\$
367,735
12

GILAT SATELLITE NETWORKS LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

Six months ended Three months ended
June 30,
June 30,
2022 2021 2022 2021
As Restated (1) As Restated (1)
Unaudited Unaudited
Cash flows from operating activities:
Net income (loss) \$ (2,028) \$
(5,198)
\$
506
\$
(225)
Adjustments required to reconcile net loss
to net cash provided by (used in) operating activities:
Depreciation and amortization 5,683 4,646 2,887 2,316
Impairment of held for sale asset 439 - 229 -
Stock-based compensation of options 1,061 306 569 465
Accrued severance pay, net 114 (128) 177 (118)
Deferred taxes, net 1,664 185 1,358 (333)
Increase in trade receivables, net (11,883) (7,357) (5,471) (5,424)
Decrease (increase) in contract assets (2,608) 21,647 (599) 24,826
Increase in other assets (including short-term, long-term
and deferred charges) (7,763) (4,009) (4,047) (3,789)
Decrease (increase) in inventories (4,075) 1,774 (1,731) 3,986
Increase (decrease) in trade payables 4,205 (790) 2,533 (1,740)
Decrease in accrued expenses (1,690) (1,802) (2,442) (1,304)
Increase (decrease) in advance from customers and deferred revenue 7,010 (338) 4,700 (8,062)
Decrease in other liabilities (810) (194) (1,975) (2,197)
Net cash provided by (used in) operating activities (10,681) 8,742 (3,306) 8,401
Cash flows from investing activities:
Purchase of property and equipment (4,515) (3,572) (2,314) (2,089)
Repayment of (investment in) short term deposits 2,159 (2,159) 2,159 (2,159)
Net cash used in investing activities (2,356) (5,731) (155) (4,248)
Cash flows from financing activities:
Dividend payment - (35,003) - -
Repayment of long-term loan - (4,000) - -
Net cash used in financing activities - (39,003) - -
Effect of exchange rate changes on cash, cash equivalents and restricted cash 32 (161) (221) 93
Increase (decrease) in cash, cash equivalents and restricted cash (13,005) (36,153) (3,682) 4,246
Cash, cash equivalents and restricted cash at the beginning of the period 84,463 115,958 75,140 75,559
Cash, cash equivalents and restricted cash at the end of the period \$ 71,458 \$
79,805
\$
71,458
\$
79,805

(1) The Company restated its previously issued condensed interim consolidated financial statements for the three and six months ended June 30, 2021. For additional information, see Item 5 of our 2021 Form 20-F and Notes 2 and 13 of our Condensed Interim Consolidated Financial Statements filed with the U.S. Securities and Exchange Commission on May 16, 2022 and August 9, 2022, respectively.

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