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    SEC Form 6-K filed by Gilat Satellite Networks Ltd.

    5/19/25 7:02:17 AM ET
    $GILT
    Radio And Television Broadcasting And Communications Equipment
    Technology
    Get the next $GILT alert in real time by email
    6-K 1 zk2533207.htm 6-K


    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 May, 2025

    Gilat Satellite Networks Ltd.
    (Translation of Registrant’s Name into English)

    Gilat House, 21 Yegia Kapayim Street
    Daniv Park, Kiryat Arye, Petah Tikva 4913020, 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 May 19, 2025, the Registrant issued a press release announcing its unaudited results for the first quarter of 2025. 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.

    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 May 19, 2025
    By: /s/ Doron Kerbel
     
    Doron Kerbel
     
    General Counsel & Corporate Secretary
    2


    Gilat Reports First Quarter 2025 Results
     
    Revenues Increased 21% Year-over-Year with Adjusted EBITDA of $7.6 Million
     
    Reiterates Guidance for 2025
     
    Petah Tikva, Israel, May 19,  2025 — Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT), a worldwide leader in satellite networking technology, solutions and services, today reported its results for the first quarter, ended March 31, 2025.
     
    First Quarter 2025 Financial Highlights
     
    •
    Revenues of $92 million, up 21% compared with $76.1 million in Q1 2024;

    •
    GAAP operating loss of $2.7 million, compared with GAAP operating income of  $5.4 million in Q1 2024 mainly due to a loss of about $3.6 million from Gilat Stellar Blu’s ramp up process, amortization of purchased intangibles derived from the Stellar Blu acquisition, and other operating expenses, related to earnout liabilities and one-time acquisition-related costs;

    •
    Non-GAAP operating income of $5.2 million, compared with $6.6 million in Q1 2024;
     
    •
    GAAP net loss of $6.0 million, or $0.11 per share, compared with GAAP net income of $5.0 million, or $0.09 per diluted share, in Q1 2024;
     
    •
    Non-GAAP net income of $1.8 million, or $0.03 per diluted share, compared with $6.0 million, or $0.11 per diluted share, in Q1 2024;
     
    •
    Adjusted EBITDA of $7.6 million, compared with $9.3 million in Q1 2024, which includes a loss of about $3.6 million from Gilat Stellar Blu’s ramp up process. Adjusted EBITDA, excluding such loss, was $11.2 million.
    3


    Forward-Looking Expectations
     
    The Company today reiterated its guidance for 2025.
     
    Expectations are for revenue between $415 and $455 million, representing year-over-year growth of 42% at the midpoint. Adjusted EBITDA is expected to be between $47 and $53 million, representing year-over-year growth of 18% at the midpoint.  
     
    Management Commentary
     
    Adi Sfadia, Gilat's CEO, commented: "Gilat delivered solid Q1 2025 results, demonstrating strong execution across the company and positive impact from our new organizational structure. Gilat Defense is experiencing significant momentum, fueled by growing demand for its broad portfolio of products and services and is becoming an increasingly important contributor to our growth. This growth is supported by macro-geopolitical factors that are driving increased investment in secure, mission-critical communications worldwide.”
     
    Mr. Sfadia added, "Regarding Gilat Commercial, our IFC business continues to expand as we deliver on customer commitments and grow our market base. Gilat Stellar Blu’s ramp up is on track, and its Sidewinder ESA is now flying on over 150 aircraft, with strong feedback and additional orders expected very soon. We are collaborating with our partners to expand into new applications such as ISR and VVIP aviation. We’re also in the process of developing OEM  installation and broader modem compatibility, further establishing Sidewinder as the go-to multi-orbit IFC solution."
     
    Mr. Sfadia concluded, “Based on our strong beginning to 2025 and as Stellar Blu’s ramp up finalizes, we are on track to deliver a record year in both revenues and non-GAAP profitability as we capture the expanding opportunities in mission-critical communications and next-generation satellite solutions.”
     
    Key Recent Announcements
     

    •
    Gilat Receives Over $15 Million in Orders from Leading Satellite Operators
     

    •
    Gilat Receives a Multimillion Order from a Global Defense Organization
     

    •
    Gilat Receives over $11 Million Defense Contract from a Leading UAV Company
     

    •
    Gilat Awarded Up to $23 Million Multi-Year Contract to Service Satellite Transportable Terminal Units for US DoD Customers
     

    •
    Gilat Receives $6 Million Defense Contract to Provide Military Communications solutions in Asia-Pacific


    •
    Gilat Receives $4 Million in Orders for Advanced Portable Satellite Terminals from Global Defense Customers
     

    •
    Gilat Awarded Over $5 Million to Support Critical Connectivity for Defense Forces
    4


    Conference Call Details
     
    Gilat’s management will discuss its first quarter 2025 results and business achievements and participate in a question-and-answer session:
     
    Date:
    Monday, May 19, 2025
     
    Start:
    09:00 AM EST / 16:00 IST
     
    Dial-in:
    US: 1-888-407-2553
     
    International:
    +972-3-918-0609
     
    A simultaneous webcast of the conference call will be available on the Gilat website at http://www.gilat.com and through this link: https://veidan.activetrail.biz/gilatq1-2025.
     
    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 gross profit, operating expenses, operating income, income before taxes on income, net 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 with a more complete understanding of the Company’s underlying operational results, trends, and performance. Non-GAAP financial measures mainly exclude, if and when applicable, the effect of stock-based compensation expenses, amortization of purchased intangibles, lease incentive amortization, other non-recurring expenses, other integration expenses, other operating expenses (income), net, and income tax effect on the relevant adjustments.
     
    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 net income and adjusted EBITDA is presented in the attached summary financial statements.
     
    Non-GAAP presentations of gross profit, operating expenses, operating income, income before taxes on income, net 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.
    5

     
    About Gilat
     
    Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) is a leading global provider of satellite-based broadband communications. With over 35 years of experience, we create and deliver deep technology solutions for satellite, ground and new space connectivity and provide comprehensive, secure end-to-end solutions and services for mission-critical operations, powered by our innovative technology. We believe in the right of all people to be connected and are united in our resolution to provide communication solutions to all reaches of the world.
     
    Our portfolio includes a diverse offering to deliver high value solutions for multiple orbit constellations with very high throughput satellites (VHTS) and software defined satellites (SDS). Our offering is comprised of a cloud-based platform and high-performance satellite terminals; high performance Satellite On-the-Move (SOTM) antennas; highly efficient, high-power Solid State Power Amplifiers (SSPA) and Block Upconverters (BUC) and includes integrated ground systems for commercial and defense, field services, network management software, and cybersecurity services.
     
    Gilat’s comprehensive offering supports multiple applications with a full portfolio of products and tailored solutions to address key applications including broadband access, mobility, cellular backhaul, enterprise, defense, aerospace, broadcast, government, and critical infrastructure clients 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, 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, including those related to the hostilities between Israel and Hamas. 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 forward-looking statements for any reason.
     
    Contact:
     
    Gilat Satellite Networks
    Hagay Katz, Chief Products and Marketing Officer
    [email protected]
     
    Alliance Advisors
     
    [email protected]
    Phone: +1 212 838 3777

    6


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

       
    Three months ended
     
       
    March 31,
     
       
    2025
       
    2024
     
       
    Unaudited
     
                 
    Revenues
     
    $
    92,037
       
    $
    76,078
     
    Cost of revenues
       
    63,639
         
    48,024
     
                     
    Gross profit
       
    28,398
         
    28,054
     
                     
    Research and development expenses, net
       
    11,621
         
    9,319
     
    Selling and marketing expenses
       
    8,202
         
    7,077
     
    General and administrative expenses
       
    6,784
         
    8,077
     
    Other operating expenses (income), net
       
    4,538
         
    (1,810
    )
                     
    Total operating expenses
       
    31,145
         
    22,663
     
                     
    Operating income (loss)
       
    (2,747
    )
       
    5,391
     
                     
    Financial income (expenses), net
       
    (936
    )
       
    513
     
                     
    Income (loss) before taxes on income
       
    (3,683
    )
       
    5,904
     
                     
    Taxes on income
       
    (2,313
    )
       
    (940
    )
                     
    Net income (loss)
     
    $
    (5,996
    )
     
    $
    4,964
     
                     
    Earnings (losses) per share (basic and diluted)
     
    $
    (0.11
    )
     
    $
    0.09
     
                     
    Weighted average number of shares used in
                   
        computing earnings (losses) per share (Basic and Diluted)
        57,037,671
         
    57,016,585
     

    7

     
    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
       
    Three months ended
     
       
    March 31, 2025
       
    March 31, 2024
     
       
    GAAP
       
    Adjustments (*)
       
    Non-GAAP
       
    GAAP
       
    Adjustments (*)
       
    Non-GAAP
     
       
    Unaudited
       
    Unaudited
     
                                         
    Gross profit
     
    $
    28,398
         
    810
       
    $
    29,208
       
    $
    28,054
         
    726
       
    $
    28,780
     
    Operating expenses
       
    31,145
         
    (7,090
    )
       
    24,055
         
    22,663
         
    (499
    )
       
    22,164
     
    Operating income (loss)
       
    (2,747
    )
       
    7,900
         
    5,153
         
    5,391
         
    1,225
         
    6,616
     
    Income (loss) before taxes on income
       
    (3,683
    )
       
    7,900
         
    4,217
         
    5,904
         
    1,225
         
    7,129
     
    Net income (loss)
     
    $
    (5,996
    )
       
    7,823
       
    $
    1,827
       
    $
    4,964
         
    1,050
       
    $
    6,014
     
                                                     
    Earnings (losses) per share (basic and diluted)
     
    $
    (0.11
    )
     
    $
    0.14
       
    $
    0.03
       
    $
    0.09
       
    $
    0.02
       
    $
    0.11
     
                                                     
    Weighted average number of shares used in
                                     
        computing earnings (losses) per share
                                             
        Basic
       
    57,037,671
                 
    57,037,671
         
    57,016,585
                 
    57,016,585
     
        Diluted
       
    57,037,671
                  58,005,232      
    57,016,585
                 
    57,108,734
     

     
    (*) Adjustments reflect the effect of stock-based compensation expenses as per ASC 718, amortization of purchased intangibles, other operating income (expenses), net,
     
          other integration expenses and income tax effect on such adjustments which is calculated using the relevant effective tax rate.
     
       
    Three months ended
       
    Three months ended
     
       
    March 31, 2025
       
    March 31, 2024
     
       
    Unaudited
       
    Unaudited
     
                 
    GAAP net income (loss)
     
    $
    (5,996
    )
     
    $
    4,964
     
                     
    Gross profit
                   
    Stock-based compensation expenses
       
    173
         
    150
     
    Amortization of purchased intangibles
       
    600
         
    507
     
    Other integration expenses
       
    37
         
    69
     
         
    810
         
    726
     
    Operating expenses
                   
    Stock-based compensation expenses
       
    901
         
    717
     
    Stock-based compensation expenses related to business combination
       
    607
         
    1,324
     
    Amortization of purchased intangibles
       
    884
         
    257
     
    Other operating expenses (income), net *)
       
    4,538
         
    (1,810
    )
    Other integration expenses
       
    160
         
    11
     
         
    7,090
         
    499
     
                     
    Taxes on income
       
    (77
    )
       
    (175
    )
                     
    Non-GAAP net income
     
    $
    1,827
       
    $
    6,014
     

    *)
    Including M&A expenses related to business combinations in the amounts of $2,205 and $318 for the three months ended March 31, 2025 and 2024, respectively
    8


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

    ADJUSTED EBITDA:

       
    Three months ended
     
       
    March 31,
     
       
    2025
       
    2024
     
       
    Unaudited
     
                 
    GAAP net income (loss)
     
    $
    (5,996
    )
     
    $
    4,964
     
    Adjustments:
                   
    Financial expenses (income), net
       
    936
         
    (513
    )
    Taxes on income
       
    2,313
         
    940
     
    Stock-based compensation expenses
       
    1,074
         
    867
     
    Stock-based compensation expenses related to business combination
        607
          1,324
     
    Depreciation and amortization (*)
        3,962
          3,481
     
    Other operating expenses (income), net
        4,538
          (1,810
    )
    Other integration expenses
       
    197
         
    80
     
                     
    Adjusted EBITDA
     
    $
    7,631
       
    $
    9,333
     

    (*) Including amortization of lease incentive

    SEGMENT REVENUES:

       
    Three months ended
     
       
    March 31,
     
       
    2025
       
    2024
     
       
    Unaudited
     
                 
    Commercial
     
    $
    64,220
       
    $
    41,193
     
    Defense
       
    23,011
         
    17,230
     
    Peru
       
    4,806
         
    17,655
     
                     
    Total revenues
     
    $
    92,037
       
    $
    76,078
     

    9

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

       
    March 31,
       
    December 31,
     
       
    2025
       
    2024
     
       
    Unaudited
       
    Audited
     
                 
    ASSETS
               
                 
    CURRENT ASSETS:
               
    Cash and cash equivalents
     
    $
    63,783
       
    $
    119,384
     
    Restricted cash
       
    470
         
    853
     
    Trade receivables, net
       
    49,164
         
    49,600
     
    Contract assets
       
    33,394
         
    24,941
     
    Inventories
       
    59,431
         
    38,890
     
    Other current assets
       
    34,395
         
    21,963
     
                     
       Total current assets
       
    240,637
         
    255,631
     
                     
    LONG-TERM ASSETS:
                   
    Restricted cash
       
    13
         
    12
     
    Long-term contract assets
       
    7,450
         
    8,146
     
    Severance pay funds
       
    5,847
         
    5,966
     
    Deferred taxes
       
    9,912
         
    11,896
     
    Operating lease right-of-use assets
       
    6,400
         
    6,556
     
    Other long-term assets
       
    8,539
         
    5,288
     
                     
    Total long-term assets
       
    38,161
         
    37,864
     
                     
    PROPERTY AND EQUIPMENT, NET
       
    69,878
         
    70,834
     
                     
    INTANGIBLE ASSETS, NET
       
    64,928
         
    12,925
     
                     
    GOODWILL
       
    169,444
         
    52,494
     
                     
    TOTAL ASSETS
     
    $
    583,048
       
    $
    429,748
     

    10


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

       
    March 31,
       
    December 31,
     
       
    2025
       
    2024
     
       
    Unaudited
       
    Audited
     
                 
    LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
    CURRENT LIABILITIES:
               
    Current maturities of long-term loan
     
    $
    3,000
       
    $
    -
     
    Trade payables
       
    20,364
         
    17,107
     
    Accrued expenses
       
    48,245
         
    45,368
     
    Advances from customers and deferred revenues
       
    71,701
         
    18,587
     
    Operating lease liabilities
       
    2,865
         
    2,557
     
    Other current liabilities
       
    24,617
         
    17,817
     
                     
       Total current liabilities
       
    170,792
         
    101,436
     
                     
    LONG-TERM LIABILITIES:
                   
    Long-term loans
       
    57,469
         
    2,000
     
    Accrued severance pay
       
    6,536
         
    6,677
     
    Long-term advances from customers and deferred revenues
       
    254
         
    580
     
    Operating lease liabilities
       
    3,608
         
    4,014
     
    Other long-term liabilities
       
    44,875
         
    10,606
     

                   
       Total long-term liabilities
       
    112,742
         
    23,877
     
                     
    SHAREHOLDERS' EQUITY:
                   
    Share capital - ordinary shares of NIS 0.2 par value
       
    2,736
         
    2,733
     
    Additional paid-in capital
       
    944,657
         
    943,294
     
    Accumulated other comprehensive loss
       
    (6,411
    )
       
    (6,120
    )
    Accumulated deficit
       
    (641,468
    )
       
    (635,472
    )
                     
    Total shareholders' equity
       
    299,514
         
    304,435
     
                     
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
     
    $
    583,048
       
    $
    429,748
     

    11


    GILAT SATELLITE NETWORKS LTD.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    U.S. dollars in thousands

       
    Three months ended
     
       
    March 31,
     
       
    2025
       
    2024
     
       
    Unaudited
     
    Cash flows from operating activities:
               
    Net income (loss)
     
    $
    (5,996
    )
     
    $
    4,964
     
    Adjustments required to reconcile net income (loss)
     to net cash provided by (used in) operating activities:
                   
    Depreciation and amortization
       
    3,905
         
    3,425
     
    Stock-based compensation expenses
       
    1,681
         
    2,191
     
    Accrued severance pay, net
       
    (22
    )
       
    (55
    )
    Deferred taxes, net
       
    1,984
         
    451
     
    Decrease (increase) in trade receivables, net
       
    4,528
         
    (8,797
    )
    Decrease (increase) in contract assets
       
    (7,798
    )
       
    6,248
     
    Decrease in other assets and other adjustments (including short-term, long-term
     
        and effect of exchange rate changes on cash, cash equivalents and restricted cash)
       
    18,390
         
    3,507
     
    Increase in inventories
       
    (11,456
    )
       
    (3,193
    )
    Decrease in trade payables
       
    (7,828
    )
       
    (666
    )
    Decrease in accrued expenses
       
    (6,358
    )
       
    (1,240
    )
    Decrease in advances from customers and deferred revenues
       
    (1,096
    )
       
    (2,754
    )
    Increase in other liabilities
       
    3,454
         
    139
     
    Net cash provided by (used in) operating activities
       
    (6,612
    )
       
    4,220
     
                     
    Cash flows from investing activities:
                   
    Purchase of property and equipment
       
    (1,490
    )
       
    (793
    )
    Investment in other asset
       
    (2,500
    )
       
    -
     
    Acquisitions of subsidiary, net of cash acquired
       
    (104,943
    )
       
    -
     
    Net cash used in investing activities
       
    (108,933
    )
       
    (793
    )
                     
    Cash flows from financing activities:
                   
    Repayment of short-term debt, net
       
    -
         
    (2,744
    )
    Proceeds from long-term loan, net of associated costs
       
    58,970
         
    -
     
    Net cash provided by (used in) financing activities
       
    58,970
         
    (2,744
    )
                     
    Effect of exchange rate changes on cash, cash equivalents and restricted cash
       
    592
         
    (268
    )
                     
    Increase (decrease) in cash, cash equivalents and restricted cash
       
    (55,983
    )
       
    415
     
                     
    Cash, cash equivalents and restricted cash at the beginning of the period
       
    120,249
         
    104,751
     
                     
    Cash, cash equivalents and restricted cash at the end of the period
     
    $
    64,266
       
    $
    105,166
     

    12

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