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 November 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 November 6, 2006, announcing its results for the quarter ending September 31, 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 No. 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/ Rachel Prishkolnik Rachel Prishkolnik Corporate Secretary |
Dated: November 7, 2006
Petah Tikva, Israel, November 6, 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 September 30, 2006.
Highlights for the Quarter: |
| Revenues increased to $63.8 million, representing a 30% year-over-year growth; |
| Net income increased to $2.7 million, from a net loss of $1.7 million in 3Q2005; |
| Positive cash flow of $15 million |
| Shareholders equity increased by $72.6 million, long term debt decreased by $71.7 million, mainly due to Yorks loan conversion |
Revenues for the third quarter of 2006 were $63.8 million, up from $49 million in the same period of 2005. Net income for the third quarter of 2006 was $2.7 million or $0.11 per diluted share, compared to a net loss of $1.7 million or $0.08 per diluted share in the third quarter of 2005. Non-GAAP net income (1) for the third quarter of 2006 was $3.5 million, or $0.14 per diluted share, versus a net loss of $1.7 million or $0.08 per diluted share in the same quarter of 2005. EBITDA (2) for the third quarter of 2006 was $10.0 million, increased from $4.0 million in the comparable period of 2005.
Revenues for the nine month period ended September 30, 2006 were $183.4 million, up from $153.4 million in the comparable period of 2005. Net income for the nine month period ended September 30, 2006 was $6.0 million or $0.25 per diluted share, compared to a net loss of $4.7 million or $0.21 per diluted share in the same period of 2005. Non-GAAP net income for the nine month period ended September 30, 2006 was $9.2 million, or $0.39 per diluted share, versus a net loss of $4.7 million or $0.21 per diluted share in the comparable period of 2005. EBITDA for the nine month period ended September 30, 2006 was $28.2 million, increased from $13.9 million in the comparable period of 2005.
Non-GAAP net income, earnings per share and EBITDA for the three and nine month period of 2006 exclude non cash stock option expenses in an amount of $0.7 million and $3.2 million respectively, which are not included in the comparable periods of 2005.
On September 27th ,York Capital Management exercised its option to convert all of its $70.4 million loan, plus accrued interest of approximately $1.0 million, into approximately 10.6 million ordinary shares of the Company. After the conversion, Gilats outstanding shares increased from roughly 23.2 million shares to approximately 33.8 million shares.
Following the transaction, York owns approximately 33 percent of Gilats outstanding and issued shares.
Gilats Chief Executive Officer and Chairman of the Board Amiram Levinberg said: We have succeeded in achieving improvement in all our main financial parameters this quarter. We further increased our revenues, improved our operating income and enhanced our net income. During the quarter, we saw more business in emerging markets, especially in Russia, Africa, and Latin America. We are also witnessing an increase in demand for business continuity projects in the U.S. With a comprehensive product offering, a broad global customer base, and a strong financial position, I believe we are well positioned for the year ahead.
Gilat was selected by Empresa Nicaragüense de Telecomunicaciones (Enitel) to provide a SkyEdge hub station and VSATs. Enitel will use the VSAT equipment to provide Nicaraguan and Latin American customers with Internet access, rural telephony, GSM trunking, fax and prepaid telephony.
Gilats Spacenet Inc. subsidiary signed a five-year enterprise networking services contract with H-E-B, a U.S. regional supermarket chain. In addition to providing satellite connectivity to all Texas-based H-E-B retail stores, Spacenet is also providing its SmartCare enterprise-grade network management services.
Teleport-Services, a Russian satellite services operator, selected a Gilat SkyEdge broadband satellite hub station and VSATs to expand an interactive distance-learning network for the Modern University for the Humanities (MUH). In addition to serving 300 sites for MUH, Teleport-Services will use the VSAT network to serve businesses and government agencies in remote regions of eastern Russia, where terrestrial connectivity options are either unavailable or unreliable. Teleport-Services clients will use the VSAT connectivity for Internet access, distance learning, video conferencing and other interactive data applications.
Gilat was selected by Portugal Telecom Group (PT) to provide a SkyEdge hub and nearly 1,000 VSATs for rural connectivity and enterprise customers . PT is a global telecom operator serving Portugal, Brazil, Africa and many other important international markets. To meet Universal Service Obligation (USO) requirements, PT will deploy SkyEdge VSATs at remote community centers in southern Portugals Algarve region to provide citizens with rural telephony, fax and Internet access.
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 Q3 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 IR
Ayelet Shaked
Director of IR, Gilat Satellite Networks Ltd.
Tel: +972 2 925 2598
ayelets@gilat.com
Investor Contact: USA
Andrea Priest
The Global Consulting Group (GCG)
Tel: +1 (646) 284 9425
apriest@hfgcg.com
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands
September 30, |
December 31, | |||||||
---|---|---|---|---|---|---|---|---|
2006 |
2005 | |||||||
Unaudited |
||||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | 106,403 | 74,929 | ||||||
Short-term bank deposits | 3,301 | |||||||
Short-term restricted cash | 5,017 | 15,844 | ||||||
Restricted cash held by trustees | 7,519 | 6,638 | ||||||
Trade receivables (net of allowance for doubtful accounts) | 34,850 | 33,683 | ||||||
Inventories | 30,609 | 23,253 | ||||||
Other current assets | 34,495 | 27,215 | ||||||
Total current assets | 218,893 | 184,863 | ||||||
LONG-TERM INVESTMENTS AND RECEIVABLES: | ||||||||
Long-term restricted cash | 6,223 | 6,699 | ||||||
Long-term restricted cash held by trustees | 15,438 | 13,692 | ||||||
Severance pay fund | 9,727 | 8,467 | ||||||
Long-term trade receivables, receivables in respect of capital leases and other receivables | 18,609 | 22,757 | ||||||
49,997 | 51,615 | |||||||
PROPERTY AND EQUIPMENT, NET | 123,390 | 124,245 | ||||||
INTANGIBLE ASSETS AND DEFERRED CHARGES, NET | 11,012 | 12,254 | ||||||
TOTAL ASSETS | 403,292 | 372,977 | ||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands
September 30, |
December 31, | |||||||
---|---|---|---|---|---|---|---|---|
2006 |
2005 | |||||||
Unaudited |
||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Short-term bank credit | - | 8,172 | ||||||
Current maturities of long-term loans | 6,735 | 7,712 | ||||||
Trade payables | 26,322 | 24,180 | ||||||
Accrued expenses | 20,145 | 22,418 | ||||||
Short-term advances from customer held by trustees | 15,045 | 15,502 | ||||||
Other accounts payable | 70,865 | 36,672 | ||||||
Total current liabilities | 139,112 | 114,656 | ||||||
LONG-TERM LIABILITIES: | ||||||||
Accrued severance pay | 10,123 | 8,396 | ||||||
Long-term advances from customer held by trustees | 20,624 | 27,835 | ||||||
Long-term loans, net | 22,691 | 29,143 | ||||||
Long-term convertible loan from a related party, net | - | 66,602 | ||||||
Accrued interest related to restructured debt | 3,479 | 3,850 | ||||||
Other long-term liabilities | 24,201 | 20,657 | ||||||
Excess of losses over investment in affiliates | - | 7 | ||||||
Convertible subordinated notes | 16,333 | 16,333 | ||||||
Total long-term liabilities | 97,451 | 172,823 | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
SHAREHOLDERS' EQUITY: | ||||||||
Share capital - Ordinary shares of NIS 0.2 par value | 1,514 | 995 | ||||||
Additional paid in capital | 812,850 | 738,724 | ||||||
Accumulated other comprehensive income | 595 | 16 | ||||||
Accumulated deficit | (648,230 | ) | (654,237 | ) | ||||
Total shareholders' equity | 166,729 | 85,498 | ||||||
Total liabilities and shareholders' equity | 403,292 | 372,977 | ||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except per share data)
Nine months ended September 30, |
Three months ended September 30, | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 |
2005 |
2006 |
2005 | |||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited | |||||||||||
Revenues | 183,354 | 153,437 | 63,786 | 49,029 | ||||||||||
Cost of Revenues | 117,118 | 98,554 | 41,281 | 30,024 | ||||||||||
Gross profit | 66,236 | 54,883 | 22,505 | 19,005 | ||||||||||
Research and development expenses: | ||||||||||||||
Expenses incurred | 11,282 | 13,039 | 3,938 | 4,139 | ||||||||||
Less - grants | 1,327 | 2,586 | 704 | 326 | ||||||||||
9,955 | 10,453 | 3,234 | 3,813 | |||||||||||
Selling, general and administrative expenses | 47,103 | 45,193 | 15,614 | 15,625 | ||||||||||
Operating income (loss) | 9,178 | (763 | ) | 3,657 | (433 | ) | ||||||||
Financial income (expenses) | (1,554 | ) | (1,856 | ) | 69 | (857 | ) | |||||||
Other income (expenses) | 5 | 140 | (12 | ) | (68 | ) | ||||||||
Income (loss) before taxes on income | 7,629 | (2,479 | ) | 3,714 | (1,358 | ) | ||||||||
Taxes on income | 1,622 | 2,653 | 1,006 | 374 | ||||||||||
Income (loss) after taxes on income | 6,007 | (5,132 | ) | 2,708 | (1,732 | ) | ||||||||
Equity in profits of affiliated companies | - | 400 | - | - | ||||||||||
Net income (loss) | 6,007 | (4,732 | ) | 2,708 | (1,732 | ) | ||||||||
Basic net earnings (loss) per share | 0.26 | (0.21 | ) | 0.12 | (0.08 | ) | ||||||||
Diluted net earnings (loss) per share | 0.25 | (0.21 | ) | 0.11 | (0.08 | ) | ||||||||
Shares used in basic net earnings (loss) per share computation | 22,940 | 22,401 | 23,417 | 22,502 | ||||||||||
Shares used in diluted net earnings (loss) per share computation | 23,574 | 22,401 | 24,515 | 22,502 | ||||||||||
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)
Nine months ended 30-Sep-06 |
Three months ended 30-Sep-06 | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
GAAP |
Adjustments (1) |
Non-GAAP |
GAAP |
Adjustments (1) |
Non-GAAP | |||||||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited | |||||||||||||||
Revenues | 183,354 | 183,354 | 63,786 | 63,786 | ||||||||||||||||
Cost of Revenues | 117,118 | (135 | ) | 116,983 | 41,281 | (28 | ) | 41,253 | ||||||||||||
Gross profit | 66,236 | 135 | 66,371 | 22,505 | 28 | 22,533 | ||||||||||||||
Research and development expenses: | ||||||||||||||||||||
Expenses incurred | 11,282 | (118 | ) | 11,164 | 3,938 | (25 | ) | 3,913 | ||||||||||||
Less - grants | 1,327 | 1,327 | 704 | 704 | ||||||||||||||||
9,955 | (118 | ) | 9,837 | 3,234 | (25 | ) | 3,209 | |||||||||||||
Selling, general and administrative expenses | 47,103 | (2,930 | ) | 44,173 | 15,614 | (694 | ) | 14,920 | ||||||||||||
Operating income | 9,178 | 3,183 | 12,361 | 3,657 | 747 | 4,404 | ||||||||||||||
Financial income (expenses) | (1,554 | ) | (1,554 | ) | 69 | 69 | ||||||||||||||
Other income (expenses) | 5 | 5 | (12 | ) | (12 | ) | ||||||||||||||
Income before taxes on income | 7,629 | 3,183 | 10,812 | 3,714 | 747 | 4,461 | ||||||||||||||
Taxes on income | 1,622 | 1,622 | 1,006 | 1,006 | ||||||||||||||||
Net income | 6,007 | 3,183 | 9,190 | 2,708 | 747 | 3,455 | ||||||||||||||
Basic net earnings per share | 0.26 | 0.40 | 0.12 | 0.15 | ||||||||||||||||
Diluted net earnings per share | 0.25 | 0.39 | 0.11 | 0.14 | ||||||||||||||||
Shares used in basic net earnings per share computation | 22,940 | 22,940 | 23,417 | 23,417 | ||||||||||||||||
Shares used in diluted net earnings per share computation | 23,574 | 30,994 | 24,515 | 35,275 | ||||||||||||||||
(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
Nine months ended September 30, |
Three months ended September 30, | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 |
2005 |
2006 |
2005 | |||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited | |||||||||||
Cash flows from operating activities: | ||||||||||||||
Net income (loss) | 6,007 | (4,732 | ) | 2,708 | (1,732 | ) | ||||||||
Adjustments required to reconcile net income (loss) | ||||||||||||||
to net cash provided by (used in) operating activities: | ||||||||||||||
Depreciation and amortization | 15,791 | 14,652 | 5,579 | 4,445 | ||||||||||
Loss from disposal of a subsidiary | - | 171 | - | 171 | ||||||||||
Gain from disposal of a subsidiary | (60 | ) | (197 | ) | - | (49 | ) | |||||||
Deferred Stock compensation relating to options | 3,183 | 337 | 747 | 226 | ||||||||||
Amortization of fair value of change in conversion feature | 504 | - | 164 | - | ||||||||||
Equity in profits of affiliated companies | - | (400 | ) | - | - | |||||||||
Accrued severance pay, net | 467 | (210 | ) | (49 | ) | 138 | ||||||||
Interest accrued on short and long-term restricted cash | (586 | ) | (385 | ) | (443 | ) | (156 | ) | ||||||
Exchange differences on long-term loans | 507 | (845 | ) | 30 | (23 | ) | ||||||||
Exchange differences on loans to employees | (240 | ) | 224 | (112 | ) | 34 | ||||||||
Capital loss from disposal of property and equipment | 52 | 300 | 4 | 2 | ||||||||||
Deferred income taxes, net | (535 | ) | (249 | ) | (18 | ) | (64 | ) | ||||||
Decrease (increase) in trade receivables | (1,128 | ) | (16 | ) | 4,344 | (1,334 | ) | |||||||
Decrease (increase) in receivables in respect of capital leases, prepaid expenses and other accounts receivable (including long-term) | (1,979 | ) | 4,192 | 1,997 | (622 | ) | ||||||||
Decrease (increase) in inventories | (15,228 | ) | 414 | (4,266 | ) | (840 | ) | |||||||
Increase (decrease) in trade payables | 2,080 | (2,158 | ) | (1,833 | ) | 3,041 | ||||||||
Decrease in accrued expenses | (1,648 | ) | (6,446 | ) | (1,016 | ) | (3,030 | ) | ||||||
Increase (decrease) in other accounts payable (including long-term) | 36,125 | (3,080 | ) | 14,115 | (2,339 | ) | ||||||||
Decrease in advances from customer held | ||||||||||||||
by trustees, net (including long-term) | (7,669 | ) | (7,831 | ) | (2,080 | ) | (3,219 | ) | ||||||
Net cash provided by (used in) operating activities | 35,643 | (6,259 | ) | 19,871 | (5,351 | ) | ||||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands
Nine months ended September 30, |
Three months ended September 30, | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 |
2005 |
2006 |
2005 | |||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited | |||||||||||
Cash flows from investing activities: | ||||||||||||||
Purchase of property and equipment | (4,491 | ) | (2,926 | ) | (1,993 | ) | (715 | ) | ||||||
Return of investment | - | 388 | - | - | ||||||||||
Disposal of subsidiary | - | (181 | ) | - | (181 | ) | ||||||||
Proceeds from short-term bank deposits | 3,300 | - | - | - | ||||||||||
Proceeds from disposal of property and equipment | - | 8 | - | - | ||||||||||
Loans to employees - Net | 272 | (3,681 | ) | 18 | 46 | |||||||||
Investment in restricted cash held by trustees | (3,520 | ) | (2,245 | ) | (1,682 | ) | (207 | ) | ||||||
Proceeds from restricted cash held by trustees | 1,479 | 7,921 | 251 | 811 | ||||||||||
Investment in restricted cash (including long-term) | (3,291 | ) | (12,639 | ) | (38 | ) | (2,057 | ) | ||||||
Investment in other assets | (6 | ) | (93 | ) | - | (49 | ) | |||||||
Proceeds from restricted cash (including long-term) | 14,596 | 7,424 | 2,708 | 4,600 | ||||||||||
Net cash provided by (used in) investing activities | 8,339 | (6,024 | ) | (736 | ) | 2,248 | ||||||||
Cash flows from financing activities: | ||||||||||||||
Exercise of options, net | 3,348 | 1,210 | 1,096 | 371 | ||||||||||
Short-term bank credit, net | (8,172 | ) | 7,277 | (332 | ) | (8 | ) | |||||||
Repayment of long-term loans | (7,936 | ) | (7,816 | ) | (4,801 | ) | (5,944 | ) | ||||||
Net cash provided by (used in) financing activities | (12,760 | ) | 671 | (4,037 | ) | (5,581 | ) | |||||||
Effect of exchange rate changes on cash and cash equivalents | 252 | 519 | (16 | ) | 186 | |||||||||
Increase (decrease) in cash and cash equivalents | 31,474 | (11,093 | ) | 15,082 | (8,498 | ) | ||||||||
Cash and cash equivalents at the beginning of the period | 74,929 | 75,771 | 91,321 | 73,176 | ||||||||||
Cash and cash equivalents at the end of the period | 106,403 | 64,678 | 106,403 | 64,678 | ||||||||||
GILAT SATELLITE NETWORKS LTD.
CONDENSED EBITDA
US dollars in thousands
Nine months ended September 30, |
Three months ended September 30, | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 |
2005 |
2006 |
2005 | |||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited | |||||||||||
Operating income (loss) | 9,178 | (763 | ) | 3,657 | (433 | ) | ||||||||
Add: | ||||||||||||||
Non-cash stock option expenses | 3,183 | 747 | ||||||||||||
Deprecation and amortization | 15,791 | 14,652 | 5,579 | 4,445 | ||||||||||
EBITDA | 28,152 | 13,889 | 9,983 | 4,012 | ||||||||||