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 February 2008
Gilat
Satellite Networks Ltd.
(Translation of
Registrants 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 Registrants press release dated February 21, 2008, announcing its results for the quarter ending December 31, 2007.
This report on Form 6-K is being incorporated by reference into the Registration Statements on Form S-8 (Registration Nos. 333-96630, 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.
Gilat Satellite Networks Ltd. (Registrant) By: /s/ Rachel Prishkolnik Rachel Prishkolnik Corporate Secretary |
Dated: February 21, 2008
Petah Tikva, Israel, February 21, 2008 Gilat Satellite Networks Ltd. (NasdaqGM: GILT), a worldwide leader in satellite networking technology, solutions and services, today reported its results for the quarter ending December 31, 2007.
Revenues for the fourth quarter of 2007 reached $72.7 million, up 11 percent from $65.4 million in the same period of 2006. Revenues for the twelve month period ended December 31, 2007 were $282.6 million, up 14 percent from $248.7 million in the comparable period of 2006. GAAP loss for the fourth quarter of 2007 was $6.2 million, or a loss of $0.16 per diluted share. GAAP net income for the twelve month period ended December 31, 2007 was $10.1 million or $0.24 per diluted share.
In accordance with the guidelines of FASB 144, Accounting for the impairment or disposal of long lived assets the Company performed an impairment review of its long lived assets. As a result of this review, the Company concluded that the carrying amount of its long lived network assets group in Colombia exceeded their fair value and recorded a non cash impairment of all these assets in an amount of $12.2 million.
Excluding the non-cash impairment, on a non-GAAP basis: |
| Net income in the fourth quarter of 2007 increased by 34%, to $6.0 million or $0.14 per diluted share, from net income of $4.5 million or $0.12 per diluted share in the fourth quarter of 2006; |
| Net income for the twelve month period ended December 31, 2007 increased by 113% , to $22.3 million, or $0.54 per diluted share, from a net income of $10.5 million, or $0.38 per diluted share in the year ended December 31, 2006. |
For a detailed reconciliation of GAAP to non-GAAP financial information and for more information regarding Gilats use of non-GAAP financial measures, please see the table titled Reconciliation between GAAP and non-GAAP statements of operations as well as the notes contained in this press release.
Gilat's Chief Executive Officer and Chairman of the Board Amiram Levinberg said,The quarterly and annual results show a thriving core business, with record quarterly and annual revenues. We met our management financial objectives for 2007 with double digit revenue growth of 14% and, excluding the non-cash impairment, an expansion of our operating margin to 6.2% and net income margin to 7.9%.
Our GNS business unit has grown by winning large projects in Africa, Eurasia and Latin America. In the U.S., Spacenet, has successfully penetrated the government market with new deals in this sector as well as in its core customer base of enterprises. In the fourth quarter, we introduced our SkyEdge II, an advanced VSAT platform based on next generation technology. The product has already begun to receive high market acceptance and enhances our technology leadership in the market. Based on this technology platform, our strong position in the international market and our successful penetration into new markets in the U.S., we are well positioned to continue our growth and meet our management financial objectives for the coming year.
In addition, our Board of Directors continues to evaluate a strategic transaction for the Company. We expect our board will reach resolution in the coming weeks.
Management Financial Objectives for 2008
| Double-digit revenue growth |
| Increased R&D expenses to expand the Company's product portfolio |
| Expansion of operating and net income margins |
Recent Announcements
Gilat was chosen by Tatanet, one of Indias leading satellite service providers, to deliver a broadband satellite network that will serve the Small & Medium Enterprise (SME) and industry vertical market segments in India
A broadband satellite network for Bharti, Indias leading telecommunications operator. The order comprises more than 13,500 SkyEdge IP VSATs. The new network will be used by Bharti to offer information and communication services to meet the requirements of the local citizens of Indias Gujarat State.
A SkyEdge satellite hub station and 1,964 VSATs for Mexicos Grupo Elektra for use in several Latin American countries including Mexico, Guatemala, Honduras, Peru, El Salvador, Panama and Argentina. Mexicos Grupo Elektra is one of Latin Americas leading specialty retailers and financial service companies.
Gilat completed the first phase of a turnkey satellite network solution for Vivo, a customer of Telecomunicações de Sao Paulo (Telesp). Telesp is the largest subsidiary of Brazils Telefonica Group and Vivo is Latin Americas largest mobile network operator. Vivo recently deployed a major GSM network and Telesp is using Gilats SkyAbis technology to provide cost-effective backhaul and trunking (DCME) to remote Vivo sites in Brazil.
Optus, an Australian leader in integrated communications is expanding its network with two additional SkyEdge satellite hub stations and thousands of VSATs. SkyEdge VSAT technology will provide cost-effective connectivity to regions in Australia which otherwise would not be able to benefit from broadband Internet services.
Gilat will host a conference call today with an accompanying slide presentation at 9:30 AM EST. In order to ensure audio access, participants from the U.S. should dial in at (888) 281-1167 and international participants should dial in at (972) 3-918-0692. The presentation may be accessed through the Companys website at www.gilat.com prior to the call. The call will also be available as a Webcast on the Companys 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 for the fourth quarter of 2007 are unaudited. To supplement the
consolidated financial statements presented in accordance with GAAP, the Company
presents Gilats net income, EBITDA and earnings per diluted share, before
the impact of a non-cash impairment of long lived assets and before share-based
payment charge, which is the non-cash stock option expense as per SFAS 123 (R).
Non-GAAP presentations of net income, EBITDA and earnings per share are provided
to enhance the understanding of the Companys historical financial
performance and comparability between periods.
(2) Operating income before depreciation, amortization, non cash stock option expenses as per SFAS 123(R) and exceptional items such as the impact of a non-cash impairment of long lived assets, (EBITDA) is presented because it is a measure commonly used and is presented solely in order to improve the understanding of the Companys 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 Companys Operating income and EBIDTA is presented in the attached summary financial statements.
Gilat Satellite Networks Ltd. (NasdaqGM: GILT) is a leading provider of products and services for satellite-based communications networks. The Company operates under three business units: (i) Gilat Network Systems (GNS), which is a provider of network systems and associated professional services to service providers and operators worldwide; (ii) Spacenet Inc., which provides managed services in North America for businesses and governments through its Connexstar service brand and for consumers through its StarBand service brand; (iii) Spacenet Rural Communications, which offers rural telephony and Internet access solutions to remote areas primarily in Latin America.
Gilat was founded in 1987 and has shipped over 670,000 Very Small Aperture Terminals (VSATs) to more than 85 countries across six continents. Gilats headquarters is located in Petah Tikva, Israel. The Company has 16 sales and service offices worldwide. Gilat markets the SkyEdge Product Family which includes the SkyEdge Pro, SkyEdge IP, SkyEdge Call, SkyEdge DVB-RCS and SkyEdge Gateway. In addition, the Company markets numerous other legacy products.
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 Gilats products, inability to timely develop and introduce new technologies, products and applications, rapid changes in the market for Gilats 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 Companys proprietary technology and risks associated with Gilats international operations and its location in Israel. For additional information regarding these and other risks and uncertainties associated with Gilats business, reference is made to Gilats reports filed from time to time with the Securities and Exchange Commission.
Gilat IR
Ayelet Shaked
Director of IR, Gilat Satellite
Networks Ltd.
Tel: +972 2 925 2598
ayelets@gilat.com
The Global Consulting
Group
Andrea Costa / Erik
Knettel
Phone: 1-646-284-9400
gilat@hfgcg.com
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands
December 31, |
December 31, | |||||||
---|---|---|---|---|---|---|---|---|
2007 |
2006 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | 122,807 | 149,545 | ||||||
Short-term bank deposits and held to maturity marketable securities | 45,578 | - | ||||||
Short-term restricted cash | 6,741 | 5,137 | ||||||
Restricted cash held by trustees | 7,450 | 7,113 | ||||||
Trade receivables (net of allowance for doubtful accounts) | 43,746 | 29,612 | ||||||
Inventories | 24,794 | 26,368 | ||||||
Other current assets | 24,748 | 40,428 | ||||||
Total current assets | 275,864 | 258,203 | ||||||
LONG-TERM INVESTMENTS AND RECEIVABLES: | ||||||||
Long-term restricted cash | 6,671 | 6,337 | ||||||
Long-term restricted cash held by trustees | 16,544 | 15,646 | ||||||
Severance pay fund | 11,835 | 10,534 | ||||||
Long-term trade receivables, receivables in respect of capital leases | ||||||||
other receivables and other investments, net | 9,170 | 19,241 | ||||||
44,220 | 51,758 | |||||||
PROPERTY AND EQUIPMENT, NET | 105,247 | 121,366 | ||||||
INTANGIBLE ASSETS AND DEFERRED CHARGES, NET | 4,771 | 8,887 | ||||||
TOTAL ASSETS | 430,102 | 440,214 | ||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands
December 31, |
December 31, | |||||||
---|---|---|---|---|---|---|---|---|
2007 |
2006 | |||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Short-term bank credit | 5,823 | 1,200 | ||||||
Current maturities of long-term loans | 5,354 | 6,537 | ||||||
Trade payables | 25,954 | 21,258 | ||||||
Accrued expenses | 20,235 | 21,400 | ||||||
Short-term advances from customer held by trustees | 15,005 | 15,045 | ||||||
Other current liabilities | 58,686 | 72,129 | ||||||
Total current liabilities | 131,057 | 137,569 | ||||||
LONG-TERM LIABILITIES: | ||||||||
Accrued severance pay | 11,723 | 10,640 | ||||||
Long-term advances from customer held by trustees | 8,989 | 16,863 | ||||||
Long-term loans, net | 18,704 | 22,318 | ||||||
Accrued interest related to restructured debt | 2,493 | 3,147 | ||||||
Convertible subordinated notes | 16,315 | 16,333 | ||||||
Other long-term liabilities | 12,971 | 21,285 | ||||||
Total long-term liabilities | 71,195 | 90,586 | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
SHAREHOLDERS' EQUITY: | ||||||||
Share capital - Ordinary shares of NIS 0.2 par value | 1,796 | 1,757 | ||||||
Additional paid in capital | 859,247 | 853,350 | ||||||
Accumulated other comprehensive income | 1,776 | 702 | ||||||
Accumulated deficit | (634,969 | ) | (643,750 | ) | ||||
Total shareholders' equity | 227,850 | 212,059 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 430,102 | 440,214 | ||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
Year ended December 31, |
Three months ended December 31, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2007 |
2006 |
2007 |
2006 | |||||||||||
Unaudited |
||||||||||||||
Revenues | 282,619 | 248,710 | 72,704 | 65,356 | ||||||||||
Cost of Revenues | 180,774 | 158,345 | 46,495 | 41,227 | ||||||||||
Gross profit | 101,845 | 90,365 | 26,209 | 24,129 | ||||||||||
Research and development expenses: | ||||||||||||||
Expenses incurred | 17,270 | 15,687 | 4,424 | 4,405 | ||||||||||
Less - grants | 2,240 | 2,045 | 484 | 718 | ||||||||||
15,030 | 13,642 | 3,940 | 3,687 | |||||||||||
Selling and marketing, general and administrative expenses | 69,426 | 63,275 | 17,872 | 16,117 | ||||||||||
Impairment of long-lived assets | 12,218 | - | 12,218 | - | ||||||||||
Operating income (loss) | 5,171 | 13,448 | (7,821 | ) | 4,325 | |||||||||
Financial income (expenses), net and other | 5,882 | (604 | ) | 2,024 | 890 | |||||||||
Income (loss) before taxes on income | 11,053 | 12,844 | (5,797 | ) | 5,215 | |||||||||
Taxes on income | 963 | 2,357 | 418 | 735 | ||||||||||
Net income (loss) | 10,090 | 10,487 | (6,215 | ) | 4,480 | |||||||||
Basic net earnings (loss) per share | 0.26 | 0.41 | (0.16 | ) | 0.13 | |||||||||
Diluted net earnings (loss) per share | 0.24 | 0.38 | (0.16 | ) | 0.12 | |||||||||
Weighted average number of shares used in | ||||||||||||||
computing net earnings (loss) per share | ||||||||||||||
Basic | 39,141 | 25,799 | 39,484 | 34,376 | ||||||||||
Diluted | 41,576 | 27,520 | 39,484 | 36,756 | ||||||||||
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)
Year ended December 31, |
Three months ended December 31, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2007 |
2006 |
2007 |
2006 | |||||||||||
Unaudited |
||||||||||||||
GAAP operating income (loss) | 5,171 | 13,448 | (7,821 | ) | 4,325 | |||||||||
Impairment of long-lived assets | 12,218 | - | 12,218 | - | ||||||||||
Operating income excluding impairment of long-lived assets | 17,389 | 13,448 | 4,397 | 4,325 | ||||||||||
Non-cash stock options expenses (1) | 1,303 | 3,753 | 239 | 570 | ||||||||||
Non-GAAP operating income | 18,692 | 17,201 | 4,636 | 4,895 | ||||||||||
GAAP net income (loss) | 10,090 | 10,487 | (6,215 | ) | 4,480 | |||||||||
Impairment of long-lived assets | 12,218 | - | 12,218 | - | ||||||||||
Net income excluding impairment of long-lived assets | 22,308 | 10,487 | 6,003 | 4,480 | ||||||||||
Non-cash stock options expenses (1) | 1,303 | 3,753 | 239 | 570 | ||||||||||
Non-GAAP net income | 23,611 | 14,240 | 6,242 | 5,050 | ||||||||||
GAAP Earnings (loss) per share (diluted) | 0.24 | 0.38 | (0.16 | ) | 0.12 | |||||||||
Impairment of long-lived assets | 0.30 | - | 0.30 | - | ||||||||||
Earnings per share excluding impairment of long-lived assets (diluted) | 0.54 | 0.38 | 0.14 | 0.12 | ||||||||||
Non-cash stock options expenses (1) | 0.03 | 0.13 | 0.01 | 0.02 | ||||||||||
Non-GAAP Earnings per share (diluted) | 0.57 | 0.51 | 0.15 | 0.14 | ||||||||||
Non-cash stock options expenses: | ||||||||||||||
Cost of Revenues | 12 | 148 | 4 | 13 | ||||||||||
Research and development | 6 | 131 | - | 13 | ||||||||||
Selling, general, marketing and administrative | 1,285 | 3,474 | 235 | 544 | ||||||||||
1,303 | 3,753 | 239 | 570 | |||||||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands
Year ended December 31, |
Three months ended December 31, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2007 |
2006 |
2007 |
2006 | |||||||||||
Unaudited |
||||||||||||||
Cash flows from operating activities: | ||||||||||||||
Net income (loss) | 10,090 | 10,487 | (6,215 | ) | 4,480 | |||||||||
Adjustments required to reconcile net income (loss) | ||||||||||||||
to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization | 17,715 | 20,728 | 2,752 | 5,119 | ||||||||||
Impairment of long-lived assets | 12,218 | - | 12,218 | - | ||||||||||
Gain from disposal of a subsidiary | - | (137 | ) | - | (77 | ) | ||||||||
Share-based compensation related expenses | 1,303 | 3,753 | 239 | 570 | ||||||||||
Accretion of discount | - | 504 | - | - | ||||||||||
Accrued severance pay, net | (218 | ) | 177 | (198 | ) | (290 | ) | |||||||
Interest accrued on short and long-term restricted cash | (1,326 | ) | (896 | ) | (227 | ) | (310 | ) | ||||||
Interest on held to maturity marketable securities | (2,102 | ) | - | (494 | ) | - | ||||||||
Exchange rate differences on long-term loans | 766 | 705 | 263 | 198 | ||||||||||
Exchange rate differences on loans to employees | (250 | ) | (223 | ) | (122 | ) | 17 | |||||||
Capital loss from disposal of property and equipment | 167 | 57 | 14 | 5 | ||||||||||
Deferred tax liabilities | (891 | ) | (1,131 | ) | (296 | ) | (596 | ) | ||||||
Decrease (Increase) in trade receivables, net | (14,037 | ) | 4,120 | (242 | ) | 5,248 | ||||||||
Decrease (Increase) in other assets (including | ||||||||||||||
short-term, long-term and deferred charges) | 28,529 | (6,258 | ) | 13,378 | (4,461 | ) | ||||||||
Decrease (Increase) in inventories | (207 | ) | (11,846 | ) | (4,710 | ) | 3,382 | |||||||
Increase (Decrease) in trade payables | 4,619 | (3,000 | ) | 7,259 | (5,080 | ) | ||||||||
Increase (Decrease) in accrued expenses | (1,517 | ) | (1,049 | ) | 571 | 599 | ||||||||
Increase (Decrease) in advances from customer held | ||||||||||||||
by trustees, net (including long-term) | (7,914 | ) | (11,430 | ) | 227 | (3,761 | ) | |||||||
Increase (Decrease) in other accounts payable and other | ||||||||||||||
long term liabilities mainly deferred revenue | (24,232 | ) | 34,977 | (11,730 | ) | (1,148 | ) | |||||||
Net cash provided by operating activities | 22,713 | 39,538 | 12,687 | 3,895 | ||||||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands
Year ended December 31, |
Three months ended December 31, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2007 |
2006 |
2007 |
2006 | |||||||||||
Unaudited |
||||||||||||||
Cash flows from investing activities: | ||||||||||||||
Purchase of property and equipment | (9,269 | ) | (6,519 | ) | (3,557 | ) | (2,028 | ) | ||||||
Other investments | (223 | ) | - | (223 | ) | - | ||||||||
Investment in held to maturity marketable securities | (73,791 | ) | - | (6,146 | ) | - | ||||||||
Proceeds from held to maturity marketable securities | 30,315 | - | 10,381 | - | ||||||||||
Proceeds from short-term bank deposits | - | 3,300 | - | - | ||||||||||
Proceeds from sale of property and equipment | 33 | - | 33 | - | ||||||||||
Loans to employees - net | 946 | 284 | 101 | 12 | ||||||||||
Investment in restricted cash held by trustees | - | (3,520 | ) | - | - | |||||||||
Proceeds from restricted cash held by trustees | 90 | 1,987 | - | 508 | ||||||||||
Investment in restricted cash (including long-term) | (6,196 | ) | (5,191 | ) | (244 | ) | (1,900 | ) | ||||||
Proceeds from restricted cash (including long-term) | 4,259 | 16,263 | 435 | 1,667 | ||||||||||
Investment in other assets | - | (6 | ) | - | - | |||||||||
Net cash provided by (used in) investing activities | (53,836 | ) | 6,598 | 780 | (1,741 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||||
Exercise of options, net | 4,571 | 3,634 | 1,479 | 286 | ||||||||||
Issuance of shares, net of issuance expenses | (262 | ) | 40,210 | - | 40,210 | |||||||||
Short-term bank credit, net | 4,623 | (6,972 | ) | - | 1,200 | |||||||||
Proceeds from long-term loans | 1,000 | - | - | - | ||||||||||
Repayment of long-term loans | (6,563 | ) | (8,703 | ) | (614 | ) | (767 | ) | ||||||
Net cash provided by financing activities | 3,369 | 28,169 | 865 | 40,929 | ||||||||||
Effect of exchange rate changes on cash and cash equivalents | 1,016 | 311 | 218 | 59 | ||||||||||
Increase (decrease) in cash and cash equivalents | (26,738 | ) | 74,616 | 14,550 | 43,142 | |||||||||
Cash and cash equivalents at the beginning of the period | 149,545 | 74,929 | 108,257 | 106,403 | ||||||||||
Cash and cash equivalents at the end of the period | 122,807 | 149,545 | 122,807 | 149,545 | ||||||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED EBITDA
US dollars in thousands
Year ended December 31, |
Three months ended December 31, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2007 |
2006 |
2007 |
2006 | |||||||||||
Unaudited |
||||||||||||||
Operating income (Loss) | 5,171 | 13,448 | (7,821 | ) | 4,325 | |||||||||
Add: | ||||||||||||||
Non-cash stock option expenses | 1,303 | 3,753 | 239 | 570 | ||||||||||
Deprecation, amortization and impairment | ||||||||||||||
of long-lived assets | 29,933 | 20,728 | 14,970 | 5,119 | ||||||||||
EBITDA | 36,407 | 37,929 | 7,388 | 10,014 | ||||||||||