Foreign Filer Report • Feb 15, 2022
Foreign Filer Report
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Washington, D.C. 20549
Report on Foreign Issuer
Pursuant to Rule 13a – 16 or 15d – 16 of the Securities Exchange Act of 1934
For the Month of February, 2022
(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 15, 2022, announcing Gilat's unaudited Fourth Quarter and Full Year 2021 Results.
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 on Form F-3 (Registration No. 333-232597).
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 15, 2022 By: /s/ Yael Shofar
Yael Shofar General Counsel


Fourth quarter revenue of \$67.3 million, up 58% YoY; GAAP operating income of \$5.6 million; Adjusted EBITDA of \$10.6 million;
Petah Tikva, Israel – February 15, 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 fourth quarter and full year ended December 31, 2021.
Guidance for 2022 is for revenues of between \$245 to \$265 million, representing year-over-year growth of between 12% and 21%, GAAP operating income of between \$5 to \$9 million and adjusted EBITDA of between \$20 to \$24 million, representing year-over-year growth of between 27% to 53%.
Adi Sfadia, Gilat's CEO, commented: "Our results in the quarter showed significant revenue growth of 58% year-over-year which translated into adjusted EBITDA of over \$10 million, 10 times our levels in Q4 last year, an impressive achievement in a challenging year. These results, among others, reflect the opportunities and trends we are witnessing and have mentioned several times over the past year."
"We recently launched SkyEdge IV, Gilat's next-generation multi-orbit, software-centric platform, that will improve operational efficiencies. I am proud to report that we recently closed major deals on this new platform with both Intelsat and SES, of which a significant portion were software licenses. We expect that with SkyEdge IV we will further increase our market share and strengthen our leadership position in our major focus areas of Mobility, 4G/5G Cellular Backhaul, Enterprise and Defense.
"Looking back at 2021, it was a remarkable year due to four major accomplishments. First, in the NGSO and VHTS segments we had two outstanding achievements: we were awarded a sizeable deal for a multi-year contract with the potential of hundreds of millions of dollars, to customize and provide our leading technology for NGSO constellations. Upon signing this contract, we received the first multi-million-dollar purchase order for initial units. We also received more than \$40 million dollars in orders from a leading satellite operator to support a Low Earth Orbit Constellation.
"The second major accomplishment in 2021 was in fortifying our Mobility leadership in a multimillion dollar deal for SkyEdge IV, which provides Gilat access to top cruise lines and maritime service providers that will use SES's O3b mPOWER as well as their geostationary fleet.
"The third major accomplishment during the year was in Peru, where we reached, ahead of our stated objectives, our goal of a \$50 million run rate in annual recurring revenue. We expect that in 2022 we will turn the corner in Peru and our business there will become significantly profitable.
"And finally, we expanded our strategic relationship with Intelsat for commercial aviation in North America and Asia, demonstrating continued IFC market recovery."
Mr. Sfadia concluded, "As we enter 2022, I am very encouraged by our strong backlog, solid visibility and the pipeline we see ahead of us. We therefore feel confident in resuming our annual objectives which show strong growth in revenues and significant improvement in profitability for 2022."

Gilat's management will discuss its fourth quarter and full year 2021 results and business achievements and participate in a question and answer session:
| Date: | Tuesday, February 15, 2022 |
|---|---|
| Start: | 09:30 AM EST / 16:30 IST |
| Dial-in: | US: 1-866-744-5399 |
| International: (+972) 3-918-0610 |
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/gilatq4-2021
The webcast will also be archived for a period of 30 days on the Company's website and through the link above.
The attached summary unaudited financial statements represent the most current information available to management. Audited results will be reported in our annual report on Form 20-F.
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 assets, 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.
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, 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.
Gilat Satellite Networks Doreet Oren, Senior Director Corporate Communications [email protected]
Ehud Helft GK Investor & Public Relations [email protected] +1 212 378 8040
U.S. dollars in thousands (except share and per share data)
| Three months ended December 31, |
Twelve months ended December 31, |
|||||
|---|---|---|---|---|---|---|
| 2021 2020 |
2020 | |||||
| Unaudited | 2021 Unaudited |
Audited | ||||
| Revenues | \$ 67,271 |
\$ 42,627 |
\$ 218,818 |
\$ 165,885 |
||
| Cost of revenues | 42,328 | 29,329 | 147,198 | 124,670 | ||
| Gross profit | 24,943 | 13,298 | 71,620 | 41,215 | ||
| Research and development expenses | 9,357 | 7,474 | 33,031 | 27,689 | ||
| Less - grants | 905 | 454 | 1,695 | 1,386 | ||
| Research and development expenses, net | 8,452 | 7,020 | 31,336 | 26,303 | ||
| Selling and marketing expenses | 5,685 | 4,534 | 21,512 | 16,871 | ||
| General and administrative expenses | 4,545 | 3,794 | 15,587 | 14,063 | ||
| Merger, acquisition and related litigation expenses (income), net | - | (64,782) | - | (53,633) | ||
| Impairment of held for sale asset | 651 | - | 651 | - | ||
| Total operating expenses (income) | 19,333 | (49,434) | 69,086 | 3,604 | ||
| Operating income | 5,610 | 62,732 | 2,534 | 37,611 | ||
| Financial expenses, net | 264 | 192 | 1,722 | 1,907 | ||
| Income before taxes on income | 5,346 | 62,540 | 812 | 35,704 | ||
| Taxes on income | 2,969 | 98 | 3,492 | 793 | ||
| Net income (loss) | \$ 2,377 |
\$ 62,442 |
\$ (2,680) |
\$ 34,911 |
||
| Basic and Diluted earnings (loss) per share | \$ 0.04 |
\$ 1.12 |
\$ (0.05) |
\$ 0.63 |
||
| Weighted average number of shares used in computing earnings (loss) per share |
||||||
| Basic | 56,539,237 | 55,545,654 | 56,401,074 | 55,516,113 | ||
| Diluted | 56,627,907 | 55,815,099 | 56,401,074 | 55,583,474 | ||
U.S. dollars in thousands (except share and per share data)
| Three months ended December 31, 2021 |
Three months ended December 31, 2020 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP | Adjustments (1) | Non-GAAP | GAAP | Adjustments (1) | Non-GAAP | ||||||||
| Unaudited | Unaudited | ||||||||||||
| Gross profit | \$ | 24,943 | 71 | \$ | 25,014 | \$ | 13,298 | 42 | \$ | 13,340 | |||
| Operating expenses (income) | 19,333 | (1,147) | 18,186 | (49,434) | 64,389 | 14,955 | |||||||
| Operating income (loss) | 5,610 | 1,218 | 6,828 | 62,732 | (64,347) | (1,615) | |||||||
| Income (loss) before taxes on income | 5,346 | 1,218 | 6,564 | 62,540 | (64,347) | (1,807) | |||||||
| Net income (loss) | \$ | 2,377 | 3,517 | \$ | 5,894 | \$ | 62,442 | (64,347) | \$ | (1,905) | |||
| Earnings (loss) per share (basic and diluted) | \$ | 0.04 | 0.06 | \$ | 0.10 | \$ | 1.12 | \$ (1.15) |
\$ | (0.03 ) | |||
| Weighted average number of shares used in | |||||||||||||
| computing earnings per share | |||||||||||||
| Basic | 56,539,237 | 56,539,237 | 55,545,654 | 55,545,654 | |||||||||
| Diluted | 56,627,907 | 56,928,169 | 55,815,099 | 55,545,654 |
(1) Adjustments reflect the effect of non-cash stock-based compensation as per ASC 718, amortization of intangible assets related to shares acquisition transactions, trade secrets and other litigation expenses, merger, acquisition and related litigation expenses (income), net , impairment of held for sale asset and one-time changes to deferred tax assets.
| Three months ended December 31, 2021 Unaudited |
Three months ended December 31, 2020 Unaudited |
|
|---|---|---|
| GAAP net income | 2,377 \$ |
62,442 \$ |
| Gross profit | ||
| Non-cash stock-based compensation expenses | 66 | 39 |
| Amortization of intangible assets related to | ||
| acquisition transactions | 5 | 3 |
| 71 | 42 | |
| Operating expenses | ||
| Non-cash stock-based compensation expenses | 445 | 254 |
| Amortization of intangible assets related to | ||
| acquisition transactions | 51 | 54 |
| Merger, acquisition and related litigation expenses | ||
| (income), net | - | (64,782) |
| Impairment of held for sale asset | 651 | - |
| Trade secrets and other litigation expenses | - | 85 |
| 1,147 | (64,389) | |
| One-time changes to deferred tax assets | 2,299 | - |
| Non-GAAP net income (loss) | 5,894 \$ |
(1,905) \$ |
| Page 7 |
RECONCILIATION BETWEEN GAAP AND NON-GAAP STATEMENTS OF OPERATIONS
FOR COMPARATIVE PURPOSES
U.S. dollars in thousands (except share and per share data)
| Twelve months ended December 31, 2021 |
Twelve months ended December 31, 2020 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP | Adjustments (1) Non-GAAP |
GAAP | Adjustments (1) | Non-GAAP | ||||||||
| Unaudited | Audited | Unaudited | ||||||||||
| Gross profit | \$ 71,620 |
\$ | 297 | \$ | 71,917 | \$ | 41,215 | \$ | 186 | \$ | 41,401 | |
| Operating expenses | 69,086 | (1,882) | 67,204 | 3,604 | 51,502 | 55,106 | ||||||
| Operating income (loss) | 2,534 | 2,179 | 4,713 | 37,611 | (51,316) | (13,705) | ||||||
| Income (loss) before taxes on income | 812 | 2,179 | 2,991 | 35,704 | (51,316) | (15,612) | ||||||
| Net income (loss) | (2,680) | 4,478 | 1,798 | 34,911 | (51,316) | (16,405) | ||||||
| Earnings (loss) per share (basic and diluted) | \$ (0.05) |
\$ | 0.08 | \$ | 0.03 | \$ | 0.63 | \$ | (0.93) | \$ | (0.30) | |
| Weighted average number of shares used in computing earnings per share |
||||||||||||
| Basic | 56,401,074 | 56,401,074 | 55,516,113 | 55,516,113 | ||||||||
| Diluted | 56,401,074 | 56,878,852 | 55,583,474 | 55,516,113 |
(1) Adjustments reflect the effect of non-cash stock-based compensation as per ASC 718, amortization of intangible assets related to shares acquisition transactions, trade secrets and other litigation expenses, merger, acquisition and related litigation expenses (income), net, impairment of held for sale asset, restructuring and re-organization costs and one-time changes to deferred tax assets.
| Twelve months ended December 31, 2021 Unaudited |
Twelve months ended December 31, 2020 Unaudited |
||
|---|---|---|---|
| GAAP net income (loss) | \$ | (2,680) | \$ 34,911 |
| Gross profit | |||
| Non-cash stock-based compensation expenses | 277 | 166 | |
| Amortization of intangible assets related to | |||
| acquisition transactions | 20 | 20 | |
| 297 | 186 | ||
| Operating expenses | |||
| Non-cash stock-based compensation expenses | 1,029 | 1,114 | |
| Amortization of intangible assets related to | |||
| acquisition transactions | 202 | 204 | |
| Merger, acquisition and related litigation expenses | |||
| (income), net | - | (53,633) | |
| Impairment of held for sale asset | 651 | - | |
| Trade secrets and other litigation expenses | - | 96 | |
| Restructuring and re-organization costs | - | 717 | |
| 1,882 | (51,502) | ||
| One-time changes to deferred tax assets | 2,299 | - | |
| Non-GAAP net income (loss) | \$ | 1,798 | \$ (16,405) |
| Page 8 |
| Three months ended December 31, |
Twelve months ended December 31, |
||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||
| Unaudited | Unaudited | ||||||
| GAAP operating profit | \$ 5,610 |
\$ | 62,732 | \$ | 2,534 | \$ | 37,611 |
| Add: | |||||||
| Non-cash stock-based compensation expenses | 511 | 293 | 1,306 | 1,280 | |||
| Trade secrets and other litigation expenses | - | 85 | - | 96 | |||
| Restructuring and re-organization costs | - | - | - | 717 | |||
| Merger, acquisition and related litigation expenses (income), net | - | (64,782) | - | (53,633) | |||
| Impairment of held for sale asset | 651 | - | 651 | - | |||
| Depreciation and amortization (*) | 3,848 | 2,729 | 11,214 | 10,653 | |||
| Adjusted EBITDA | \$ 10,620 |
\$ | 1,057 | \$ | 15,705 | \$ | (3,276) |
(*) Including amortization of lease incentive
| Three months ended December 31, |
Twelve months ended December 31, |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2021 2020 Unaudited |
2021 Unaudited |
2020 | ||||||
| Audited | ||||||||
| Fixed Networks | \$ | 36,994 \$ |
25,085 | \$ | 115,449 | \$ | 92,671 | |
| Mobility Solutions | 24,988 | 11,751 | 77,614 | 54,169 | ||||
| Terrestrial Infrastructure Projects | 5,289 | 5,791 | 25,755 | 19,045 | ||||
| Total revenue | \$ | 67,271 \$ |
42,627 | \$ | 218,818 | \$ | 165,885 | |
| Page 9 |
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| 2021 Unaudited |
2020 | ||||
| Audited | |||||
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash and cash equivalents | \$ | 81,859 | \$ | 88,754 | |
| Short -term deposits |
2,159 | - | |||
| Restricted cash | 2,592 | 27,162 | |||
| Trade receivables, net | 38,744 | 27,976 | |||
| Contract assets | 24,220 | 41,573 | |||
| Inventories | 28,432 | 31,304 | |||
| Other current assets | 14,607 | 16,637 | |||
| Held for sale asset | 4,587 | - | |||
| Total current assets | 197,200 | 233,406 | |||
| LONG -TERM ASSETS: |
|||||
| Restricted cash | 12 | 42 | |||
| Severance pay funds | 6,795 | 6,665 | |||
| Deferred taxes | 17,551 | 19,295 | |||
| Operating lease right -of-use assets |
4,478 | 4,879 | |||
| Other long term receivables | 10,456 | 7,797 | |||
| Total long -term assets |
39,292 | 38,678 | |||
| PROPERTY AND EQUIPMENT, NET | 72,391 | 77,172 | |||
| INTANGIBLE ASSETS, NET | 640 | 1,082 | |||
| GOODWILL | 43,468 | 43,468 | |||
| TOTAL ASSETS | \$ | 352,991 | \$ | 393,806 | |
| December 31, 2021 Unaudited |
December 31, 2020 Audited |
|||
|---|---|---|---|---|
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| CURRENT LIABILITIES: Current maturities of long-term loans |
\$ | - | \$ | 4,000 |
| Trade payables | 19,776 | 20,487 | ||
| Accrued expenses | 49,202 | 46,387 | ||
| Advances from customers and deferred revenues | 25,472 | 26,244 | ||
| Operating lease liabilities | 1,818 | 1,911 | ||
| Dividend payable | - | 35,003 | ||
| Other current liabilities | 13,339 | 13,322 | ||
| Total current liabilities | 109,607 | 147,354 | ||
| LONG-TERM LIABILITIES: | ||||
| Accrued severance pay | 7,292 | 7,136 | ||
| Long-term advances from customers | 1,595 | 1,890 | ||
| Operating lease liabilities | 2,283 | 2,985 | ||
| Other long-term liabilities | 120 | 631 | ||
| Total long-term liabilities | 11,290 | 12,642 | ||
| SHAREHOLDERS' EQUITY: | ||||
| Share capital - ordinary shares of NIS 0.2 par value | 2,706 | 2,647 | ||
| Additional paid-in capital Accumulated other comprehensive loss |
929,871 (6,357) |
928,626 (6,017) |
||
| Accumulated deficit | (694,126) | (691,446) | ||
| Total shareholders' equity | 232,094 | 233,810 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | \$ | 352,991 | \$ | 393,806 |
U.S. dollars in thousands
| Three months ended December 31, |
Twelve months ended December 31, |
||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||
| Unaudited | Unaudited | Audited | |||||
| Cash flows from operating activities: | |||||||
| Net income (loss) | \$ | 2,377 | \$ 62,442 |
\$ (2,680) |
\$ | 34,911 | |
| Adjustments required to reconcile net income (loss) | |||||||
| to net cash provided by operating activities: | |||||||
| Depreciation and amortization | 3,789 | 2,534 | 10,991 | 10,291 | |||
| Capital loss from disposal of property and equipment and impairment of held for sale asset | 651 | 147 | 651 | 181 | |||
| Stock-based compensation of options | 511 | 293 | 1,306 | 1,282 | |||
| Accrued severance pay, net | 203 | 205 | 26 | 242 | |||
| Deferred taxes, net | 1,694 | (966) | 1,647 | (867) | |||
| Decrease (increase) in trade receivables, net | (9,032) | (1,520) | (10,789) | 19,332 | |||
| Decrease (increase) in contract assets | 249 | (3,471) | 17,353 | (17,875) | |||
| Decrease (increase) in other assets (including short-term, long-term | |||||||
| and deferred charges) | 5,238 | 1,021 | (247) | 8,941 | |||
| Decrease (increase) in inventories | 2,796 | 100 | 2,449 | (5,050) | |||
| Increase (decrease) in trade payables | 2,007 | 3,178 | (712) | (157) | |||
| Increase (decrease) in accrued expenses | 861 | (7,356) | 2,012 | (7,549) | |||
| Increase (decrease) in advance from customers and deferred revenue | (5,491) | 2,218 | (1,122) | (1,898) | |||
| Increase (decrease) in current and non current liabilities | (681) | 1,596 | (1,982) | 1,376 | |||
| Net cash provided by operating activities | 5,172 | 60,421 | 18,903 | 43,160 | |||
| Cash flows from investing activities: | |||||||
| Purchase of property and equipment | (3,909) | (1,976) | (8,933) | (4,716) | |||
| Investment in short term deposits | (2,159) | - | (2,159) | - | |||
| Net cash used in investing activities | (6,068) | (1,976) | (11,092) | (4,716) | |||
| Cash flows from financing activities: | |||||||
| Dividend payment | - | (19,999) | (35,003) | (19,999) | |||
| Repayment of long-term loans | - | - | (4,000) | (4,096) | |||
| Net cash used in financing activities | - | (19,999) | (39,003) | (24,095) | |||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (51) | 270 | (303) | (360) | |||
| Increase (decrease) in cash, cash equivalents and restricted cash | (947) | 38,716 | (31,495) | 13,989 | |||
| Cash, cash equivalents and restricted cash at the beginning of the period | 85,410 | 77,242 | 115,958 | 101,969 | |||
| Cash, cash equivalents and restricted cash at the end of the period | \$ | 84,463 | \$ 115,958 |
\$ 84,463 |
\$ | 115,958 |
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