株探米国株
英語
エドガーで原本を確認する
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
hagayk@gilat.com
 
Alliance Advisors
 
GilatIR@allianceadvisors.com
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