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 2006
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 August 14, 2006, announcing its results for the quarter ending June 30, 2006.
This report on Form 6-K is being incorporated by reference into the Registration Statements on Form S-8 (Registration Nos. 333-132649, 333-123410, 333-113932, 333-08826, 333-10092, 333-12466 and 333-12988) and Form F-3 (Registration Nos. 333-113950 and 333-12698).
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/ Rael Kolevsohn Rael Kolevsohn General Counsel |
Dated: August 14, 2006
Petah Tikva, Israel, August 14, 2006 Gilat Satellite Networks Ltd. (Nasdaq: GILT), a worldwide leader in satellite networking technology, solutions and services, today reported its results for the quarter ending June 30, 2006.
Revenues for the second quarter of 2006 were $61.0 million, up from $51.4 million in the same period of 2005. Net income for the second quarter of 2006 was $2.1 million or $0.09 per diluted share, compared to a net loss of $1.1 million or $0.05 per diluted share in the second quarter of 2005. Non-GAAP net income ((1)) for the second quarter of 2006 was $3.1 million, or $0.12 per diluted share, versus a net loss of $1.1 million or $0.05 per diluted share in the same quarter of 2005. EBITDA ((2)) for the second quarter of 2006 was $9.5 million, increased from $5.2 million in the comparable period of 2005.
Revenues for the six month period ended June 30, 2006 were $119.6 million, increased from $104.4 million in the comparable period of 2005. Net income for the six month period ended June 30, 2006 was $3.3 million or $0.14 per diluted share, compared to a net loss of $3.0 million or $0.13 per diluted share in the same period of 2005. Non-GAAP net income for the six month period ended June 30, 2006 was $5.7 million, or $0.24 per diluted share, versus a net loss of $3.0 million or $0.13 per diluted share in the comparable period of 2005. EBITDA for the six month period ended June 30, 2006 was $18.2 million, increased from $9.9 million in the comparable period of 2005.
Non-GAAP net income, earnings per share and EBITDA for the three and six month period of 2006 exclude non cash stock option expenses in an amount of $1.0 million and $2.4 million respectively, which are not included in the comparable periods of 2005.
Gilats Chief Executive Officer and Chairman of the Board Amiram Levinberg said, We are pleased to see strong growth in the second quarter. These results were driven by growing sales in our core markets. We were also successful in achieving first orders in new market segments including, business continuity with Cisco and backhaul solutions for cellular and enterprise operators.
Gilat completed deployment of a SkyEdge network to Telecomunicacoes de Sao Paulo (TELESP), the largest subsidiary of Brazils Telefonica Group responsible for fixed telephony and data services in the district. With the deployment of the SkyEdge network, TELESP was the first company to fulfill the Universal Service Obligation (USO) established by The Brazilian National Telecommunications Agency (ANATEL) for 2005. SkyEdge enables TELESP to provide public communication services to tens of thousands of citizens in schools, small businesses and public call offices throughout Sao Paulo state.
Gilat provided communications equipment and services to Angola Telecom, one of the largest operators in Sub-Saharan Africa. The contract includes an integrated redundant satellite solution to expand the existing fixed and cellular backhaul infrastructure. This will include efficient satellite modems equipped with higher-level modulation and advanced forward error correction that reduce satellite transmission costs.
Gilats SkyEdge hub met the Cisco Technology Developer Program criteria for interoperability with the Cisco VSAT NM. The Cisco VSAT NM provides Cisco integrated services router customers with the ability to maintain highly secure voice, video, data and wireless communications over high-speed satellite links. Spacenet and Satlynx are the first SkyEdge service operators to offer satellite services compatible with the Cisco VSAT NM.
Impsat, one of Latin Americas largest providers of private telecommunications networks and Internet services, will utilize a SkyEdge hub and VSAT terminals to provide services to enterprises throughout Argentina with a wide range of data networking applications, including broadband Internet access and VoIP.
Comsat International purchased two SkyEdge satellite hubs and nearly 5,000 VSAT terminals to provide broadband connectivity services for Caixa Econômica Federal in Brazil. Comsat is Brazils second-largest satellite service provider and Caixa is one of Brazils largest public banks and is the institution responsible for managing the countrys lottery.
Gilat announced industry veteran Andreas Georghiou has joined Spacenet as its new Chief Executive Officer and Glenn Katz to serve as the Companys President. In addition, David Myers recently joined Spacenet as Senior Vice President of Marketing and Business Development. Together, these moves complete the process of assembling a new Spacenet executive team with the skills, experience and focus to successfully grow the business and drive new market opportunities.
Gilat supplied Optus with an additional SkyEdge hub and several thousand VSATs for delivery of broadband services to sites across rural and remote Australia and New Zealand. Optus is one of Australias leading integrated telecommunications companies. This network expansion supports the Australian governments program to subsidize the deployment of rural broadband services.
Gilat Satellite Networks Ltd. (Nasdaq: 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 600,000 Very Small Aperture Terminals (VSATs) to more than 85 countries across six continents. Gilats headquarters is located in Petah Tikva, Israel. The Company has 14 local offices and three service facilities 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. Visit Gilat at www.gilat.com.
Safe Harbor:
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.
Notes:
1) The attached summary financial statements were prepared in accordance with U.S.
GAAP. The attached summary financial statements for Q2 2006 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 share-based payment charge, which is the non-cash
stock option expense as per SFAS 123 (R). This non-GAAP presentation of net
income, EBITDA and earnings per share is provided to enhance the understanding
of the Companys historical financial performance and comparability between
periods.
2) Operating income (loss) before depreciation, amortization, non cash stock option expenses as per SFAS 123(R) and exceptional items, (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 (loss) or net income (loss) 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 (loss) and EBIDTA is presented in the attached summary financial statements.
Gilat Media Contact:
Shira Gafni
Director of Corporate Marketing
Tel: +(972) 3-925-2406
shirag@gilat.com
Investor Contact: USA
Andrea Priest
The Global Consulting Group (GCG)
Tel: +1 (646) 284 9425
apriest@hfgcg.com
Investor Contact: Israel
Noam Tepper
Financial Access
Tel: +972 (3) 575 7081
noamt@faccess.co.il
Media Contact: Israel
Amir Eisenberg
Eisenberg-Eliash Ltd.
Tel: +972 (3) 753 8828
amir@pr-ir.co.il
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands
June 30, |
December 31, | |||||||
---|---|---|---|---|---|---|---|---|
2006 |
2005 | |||||||
Unaudited |
Unaudited | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | 91,321 | 74,929 | ||||||
Short-term bank deposits | 3,301 | |||||||
Short-term restricted cash | 7,709 | 15,844 | ||||||
Restricted cash held by trustees | 7,942 | 6,638 | ||||||
Trade receivables (net of allowance for doubtful accounts) | 39,197 | 33,683 | ||||||
Inventories | 27,037 | 23,253 | ||||||
Other current assets | 35,259 | 27,215 | ||||||
Total current assets | 208,465 | 184,863 | ||||||
LONG-TERM INVESTMENTS AND RECEIVABLES: | ||||||||
Long-term restricted cash | 6,201 | 6,699 | ||||||
Long-term restricted cash held by trustees | 13,141 | 13,692 | ||||||
Severance pay fund | 9,120 | 8,467 | ||||||
Long-term trade receivables, receivables in respect of capital leases | ||||||||
and other receivables | 18,980 | 22,757 | ||||||
47,442 | 51,615 | |||||||
PROPERTY AND EQUIPMENT, NET | 124,268 | 124,245 | ||||||
INTANGIBLE ASSETS AND DEFERRED CHARGES, NET | 12,071 | 12,254 | ||||||
TOTAL ASSETS | 392,246 | 372,977 | ||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands
June 30, |
December 31, | |||||||
---|---|---|---|---|---|---|---|---|
2006 |
2005 | |||||||
Unaudited |
Unaudited | |||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Short-term bank credit | 332 | 8,172 | ||||||
Current maturities of long-term loans | 6,932 | 7,712 | ||||||
Trade payables | 28,160 | 24,180 | ||||||
Accrued expenses | 22,161 | 22,418 | ||||||
Short-term advances from customer held by trustees | 15,064 | 15,502 | ||||||
Other accounts payable | 56,432 | 36,672 | ||||||
Total current liabilities | 129,081 | 114,656 | ||||||
LONG-TERM LIABILITIES: | ||||||||
Accrued severance pay | 9,565 | 8,396 | ||||||
Long-term advances from customer held by trustees | 22,684 | 27,835 | ||||||
Long-term loans, net | 27,265 | 29,143 | ||||||
Long-term convertible loan from a related party, net | 66,942 | 66,602 | ||||||
Accrued interest related to restructured debt | 3,479 | 3,850 | ||||||
Other long-term liabilities | 22,805 | 20,657 | ||||||
Excess of losses over investment in affiliates | 7 | |||||||
Convertible subordinated notes | 16,333 | 16,333 | ||||||
Total long-term liabilities | 169,073 | 172,823 | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
SHAREHOLDERS' EQUITY: | ||||||||
Share capital - Ordinary shares of NIS 0.2 par value | 1,014 | 995 | ||||||
Additional paid in capital | 743,398 | 738,724 | ||||||
Accumulated other comprehensive income | 618 | 16 | ||||||
Accumulated deficit | (650,938 | ) | (654,237 | ) | ||||
Total shareholders' equity | 94,092 | 85,498 | ||||||
Total liabilities and shareholders' equity | 392,246 | 372,977 | ||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except per share data)
Six months ended June 30, |
Three months ended June 30, | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 |
2005 |
2006 |
2005 | |||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited | |||||||||||
Revenues | 119,568 | 104,408 | 60,979 | 51,370 | ||||||||||
Cost of Revenues | 75,837 | 68,530 | 38,964 | 33,371 | ||||||||||
Gross profit | 43,731 | 35,878 | 22,015 | 17,999 | ||||||||||
Research and development expenses: | ||||||||||||||
Expenses incurred | 7,344 | 8,900 | 3,681 | 4,068 | ||||||||||
Less - grants | 623 | 2,260 | 526 | 1,491 | ||||||||||
6,721 | 6,640 | 3,155 | 2,577 | |||||||||||
Selling, general and administrative expenses | 31,489 | 29,568 | 15,563 | 15,062 | ||||||||||
Operating income (loss) | 5,521 | (330 | ) | 3,297 | 360 | |||||||||
Financial expenses | (1,623 | ) | (999 | ) | (787 | ) | (827 | ) | ||||||
Other income (expenses) | 17 | 208 | (7 | ) | 367 | |||||||||
Income (loss) before taxes on income | 3,915 | (1,121 | ) | 2,503 | (100 | ) | ||||||||
Taxes on income | 616 | 2,279 | 424 | 958 | ||||||||||
Income (loss) after taxes on income | 3,299 | (3,400 | ) | 2,079 | (1,058 | ) | ||||||||
Equity in profits of affiliated companies | - | 400 | - | - | ||||||||||
Net income (loss) | 3,299 | (3,000 | ) | 2,079 | (1,058 | ) | ||||||||
Basic net earnings (loss) per share | 0.15 | (0.13 | ) | 0.09 | (0.05 | ) | ||||||||
Diluted net earnings (loss) per share | 0.14 | (0.13 | ) | 0.09 | (0.05 | ) | ||||||||
Shares used in basic net earnings (loss) per share computation | 22,702 | 22,350 | 22,807 | 22,377 | ||||||||||
Shares used in diluted net earnings (loss) per share computation | 23,103 | 22,350 | 23,423 | 22,377 | ||||||||||
GILAT SATELLITE NETWORKS LTD.
RECONCILIATION BETWEEN GAAP AND NON-GAAP STATEMENT OF INCOME
FOR COMPARATIVE PURPOSES
U.S. dollars in thousands (except per share data)
Six months ended June 30, 2006 |
Three months ended June 30, 2006 | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
GAAP |
Adjustments (1) |
Non-GAAP |
GAAP |
Adjustments (1) |
Non-GAAP | |||||||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited | |||||||||||||||
Revenues | 119,568 | 119,568 | 60,979 | 60,979 | ||||||||||||||||
Cost of Revenues | 75,837 | (108 | ) | 75,729 | 38,964 | (44 | ) | 38,920 | ||||||||||||
Gross profit | 43,731 | 108 | 43,839 | 22,015 | 44 | 22,059 | ||||||||||||||
Research and development expenses: | ||||||||||||||||||||
Expenses incurred | 7,344 | (94 | ) | 7,250 | 3,681 | (38 | ) | 3,643 | ||||||||||||
Less - grants | 623 | 623 | 526 | 526 | ||||||||||||||||
6,721 | (94 | ) | 6,627 | 3,155 | (38 | ) | 3,117 | |||||||||||||
Selling, general and administrative expenses | 31,489 | (2,236 | ) | 29,253 | 15,563 | (908 | ) | 14,655 | ||||||||||||
Operating income | 5,521 | 2,438 | 7,959 | 3,297 | 990 | 4,287 | ||||||||||||||
Financial expenses | (1,623 | ) | (1,623 | ) | (787 | ) | (787 | ) | ||||||||||||
Other income (expenses) | 17 | 17 | (7 | ) | (7 | ) | ||||||||||||||
Income before taxes on income | 3,915 | 2,438 | 6,353 | 2,503 | 990 | 3,493 | ||||||||||||||
Taxes on income | 616 | 616 | 424 | 424 | ||||||||||||||||
Net income | 3,299 | 2,438 | 5,737 | 2,079 | 990 | 3,069 | ||||||||||||||
Basic net earnings per share | 0.15 | 0.25 | 0.09 | 0.13 | ||||||||||||||||
Diluted net earnings per share | 0.14 | 0.24 | 0.09 | 0.12 | ||||||||||||||||
Shares used in basic net earnings per share computation | 22,702 | 22,702 | 22,807 | 22,807 | ||||||||||||||||
Shares used in diluted net earnings per share computation | 23,103 | 28,853 | 23,423 | 34,816 | ||||||||||||||||
(1) Adjustments reflect the effect of non-cash stock options expenses as per SFAS123(R).
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands
Six months ended June 30, |
Three months ended June 30, | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 |
2005 |
2006 |
2005 | |||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited | |||||||||||
Cash flows from operating activities: | ||||||||||||||
Net income (loss) | 3,299 | (3,000 | ) | 2,079 | (1,058 | ) | ||||||||
Adjustments required to reconcile net income (loss) | ||||||||||||||
to net cash provided by (used in) operating activities: | ||||||||||||||
Depreciation and amortization | 10,212 | 10,207 | 5,190 | 4,832 | ||||||||||
Deferred Stock compensation relating to options | 2,438 | 111 | 990 | 69 | ||||||||||
York - options fair value | 340 | - | 179 | - | ||||||||||
Equity in losses of affiliated companies | - | (400 | ) | - | - | |||||||||
Accrued severance pay, net | 516 | (348 | ) | 99 | (56 | ) | ||||||||
Interest accrued on short and long-term restricted cash | (143 | ) | (229 | ) | (65 | ) | (67 | ) | ||||||
Exchange differences on long-term loans | 477 | (822 | ) | 316 | (465 | ) | ||||||||
Exchange differences on loans to employees | (128 | ) | 190 | (262 | ) | 190 | ||||||||
Capital loss from disposal of property and equipment | 48 | 298 | 6 | 40 | ||||||||||
Deferred income taxes, net | (517 | ) | (185 | ) | (106 | ) | (176 | ) | ||||||
Decrease (increase) in trade receivables | (5,472 | ) | 1,318 | (4,240 | ) | 3,604 | ||||||||
Decrease (increase) in Receivables in respect of capital leases, | ||||||||||||||
prepaid expenses and other accounts receivable (including long-term) | (4,036 | ) | 5,054 | (2,270 | ) | 2,410 | ||||||||
Decrease (increase) in inventories | (10,962 | ) | 1,254 | (6,008 | ) | 367 | ||||||||
Increase (decrease) in trade payables | 3,913 | (5,199 | ) | 2,400 | (2,468 | ) | ||||||||
Increase (decrease) in accrued expenses | (634 | ) | (3,416 | ) | (1,582 | ) | 392 | |||||||
Increase (decrease) in other accounts payable (including long-term) | 22,010 | (741 | ) | 20,379 | (222 | ) | ||||||||
Decrease in advances from customer held | ||||||||||||||
by trustees, net (including long-term) | (5,589 | ) | (4,612 | ) | (3,727 | ) | (2,789 | ) | ||||||
Net cash provided by (used in) operating activities | 15,772 | (520 | ) | 13,378 | 4,603 | |||||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands
Six months ended June 30, |
Three months ended June 30, | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 |
2005 |
2006 |
2005 | |||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited | |||||||||||
Cash flows from investing activities: | ||||||||||||||
Purchase of property and equipment | (2,498 | ) | (2,211 | ) | (1,279 | ) | (895 | ) | ||||||
Proceeds from short-term bank deposits | 3,300 | - | - | - | ||||||||||
Proceeds from disposal of fixed assets | - | 8 | - | - | ||||||||||
Loans to employees - Net | 254 | (3,727 | ) | 180 | 25 | |||||||||
Investment in restricted cash held by trustees | (1,838 | ) | (2,038 | ) | - | (539 | ) | |||||||
Proceeds from restricted cash held by trustees | 1,228 | 7,110 | 23 | 2,627 | ||||||||||
Investment in restricted cash (including long-term) | (3,253 | ) | (10,582 | ) | (1,542 | ) | (10,111 | ) | ||||||
Investment in other assets | (6 | ) | (44 | ) | - | (28 | ) | |||||||
Proceeds from restricted cash (including long-term) | 11,888 | 2,824 | 3,727 | 1,088 | ||||||||||
Net cash provided by (used in) investing activities | 9,075 | (8,660 | ) | 1,109 | (7,833 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||||
Exercise of options, net | 2,252 | 839 | 1,911 | 696 | ||||||||||
Short-term bank credit, net | (7,840 | ) | 7,285 | 318 | 8,040 | |||||||||
Repayment of long-term loans | (3,135 | ) | (1,872 | ) | (2,294 | ) | (1,013 | ) | ||||||
Net cash provided by (used in) financing activities | (8,723 | ) | 6,252 | (65 | ) | 7,723 | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 268 | 333 | 13 | 347 | ||||||||||
Increase (decrease) in cash and cash equivalents | 16,392 | (2,595 | ) | 14,435 | 4,840 | |||||||||
Cash and cash equivalents at the beginning of the period | 74,929 | 75,771 | 76,886 | 68,336 | ||||||||||
Cash and cash equivalents at the end of the period | 91,321 | 73,176 | 91,321 | 73,176 | ||||||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED EBITDA
US dollars in thousands
Six months ended June 30, |
Three months ended June 30, | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 |
2005 |
2006 |
2005 | |||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited | |||||||||||
Operating income (loss) | 5,521 | (330 | ) | 3,297 | 360 | |||||||||
Add: | ||||||||||||||
Non-cash stock option expenses | 2,438 | 990 | ||||||||||||
Deprecation and amortization | 10,212 | 10,207 | 5,190 | 4,832 | ||||||||||
EBITDA | 18,171 | 9,877 | 9,477 | 5,192 | ||||||||||