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 2005
Gilat
Satellite Networks Ltd.
(Translation of
Registrant’s 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
Page 1 of 7
Attached hereto is Registrant’s press release dated August 3, 2005, announcing its results for the quarter ended June 30, 2005, and the appointment of Mr. Joshua Levinberg as Executive Vice President of Business Development.
This Report on Form 6-K is hereby incorporated by reference in the Registration Statements on Form F-3 of Gilat Satellite Networks Ltd. (022-38667), Form F-3 of Gilat Satellite Networks Ltd. (No. 333-12242), (No. 333-113950) and Form S-8 of Gilat Satellite Networks Ltd. (No. 333-113932), (No. 333-96630), (No. 333-08826), (No. 333-10092), (No. 333-12466) and (No. 333-12988).
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Gilat Satellite Networks Ltd. (Registrant) BY: /S/ Rachel Prishkolnik —————————————— Rachel Prishkolnik Corporate Secretary |
Dated: August 4, 2005
Page 2 of 7
Petah Tikva, Israel, August 3, 2005 – Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a worldwide leader in satellite networking technology, today reported its results for the quarter ending June 30, 2005.
Revenues for the second quarter of 2005 were US$51.4 million and net loss was US$(0.5) million or US$(0.02) diluted per share. By comparison, revenues for the second quarter of 2004 were US$57.5 million and net loss was US$(1.8) million or US$(0.08) diluted per share. Included in the second quarter of 2005 results are US$4.8 million in depreciation and amortization expenses as compared to US$7.8 million in the same period last year.
Revenues for the six month period ended June 30, 2005 were US$104.4 million and net loss was US$(1.5) million or US$(0.07) diluted per share. By comparison, revenues for the six-month period ended June 30, 2004 were US$114.9 million, and net loss was US$(8.3) million or US$(0.37) diluted per share. Included in these six months results are US$10.2 million in depreciation and amortization expenses in the six-month period ended June 30, 2005 as compared to US$16.0 million in the same period last year.
The Company reported total cash balances (including cash and cash equivalents, short and long-term restricted cash, short and long-term restricted cash held by trustees less short-term bank credit) of US$116.0 million as of June 30, 2005, an increase of US$3.9 million from the cash balance of US$112.1 million as of March 31, 2005. Not included in these amounts is a US$5.1 million payment made in July to the Israeli Tax Authorities as part of the settlement agreement for the Company’s tax assessment for the years 1998-2003, as previously announced by the Company, as well as scheduled loan amortization and interest payments in an amount of approximately US$7.5 million. As of July 30, 2005, the Company had approximately US$103 million cash balances (as defined above) and approximately US$125 million long-term loans (including current maturities of long-term loans) and convertible subordinated notes.
The Company also announced the appointment of Mr. Joshua Levinberg as Executive Vice President of Business Development. Mr. Levinberg is the co-founder of Gilat and from June 1999 to 2003 served as Senior Vice President for Business Development having previously served in that position from 1994 to April 1998. In 1998-1999, Mr. Levinberg served as Chief Executive Officer of Gilat to Home Latin America (Antilles) N.V., previously Global Village Telecom Antilles N.V. From 1989 until September 1994, he served as Executive Vice President and General Manager of Gilat Satellite Networks, Inc. Mr. Joshua Levinberg is the brother of Mr. Amiram Levinberg, CEO and Chairman of the Company.
Page 3 of 7
Gilat Satellite Networks Ltd. (Nasdaq: GILTF) is a leading provider of products and services for satellite-based communications networks. The Company operates under two business units: (i) Gilat Network Systems (“GNS”), which is a provider of network systems and associated professional services to service providers and operators and (ii) Spacenet, which provides managed services for businesses and governments through its Connexstar service brand, for consumers through its StarBand service brand and for rural communities through Spacenet Rural Communications.
Gilat was founded in 1987 and has shipped over 550,000 Very Small Aperture Terminals (VSATs) to more than 80 countries across six continents. Gilat’s headquarters is located in Petah Tikva, Israel. The Company has 14 local offices and 3 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.”
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. 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.
Gilat Investor Contact:
Tal Payne, Chief Financial Officer
Tel: +972 3 925 2266; talp@gilat.com
Gilat Media Contact:
Hanita Rosenthal, Director of Corporate Marketing
Tel: +(972)3-925-2408; hanitar@gilat.com
Page 4 of 7
Gilat Satellite Networks Ltd.
Condensed Consolidated Balance Sheet
US dollars in thousands
| June 30, |
December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2005 |
2004 | |||||||
| Unaudited |
Unaudited | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | 73,176 | 75,771 | ||||||
| Short-term restricted cash | 22,467 | 14,168 | ||||||
| Restricted cash held by trustees | 6,981 | 10,620 | ||||||
| Trade receivables (net of allowance for doubtful accounts) | 30,142 | 31,380 | ||||||
| Inventories | 18,751 | 23,277 | ||||||
| Receivables in respect of capital leases, prepaid expenses | ||||||||
| and other accounts receivable | 26,066 | 27,413 | ||||||
| Total current assets | 177,583 | 182,629 | ||||||
| LONG-TERM INVESTMENTS AND RECEIVABLES: | ||||||||
| Long-term restricted cash | 7,076 | 7,534 | ||||||
| Long-term restricted cash held by trustees | 17,789 | 18,994 | ||||||
| Severance pay fund | 7,956 | 7,933 | ||||||
| Long-term trade receivables, receivables in respect of capital leases | ||||||||
| and other receivables, net | 28,055 | 27,728 | ||||||
| 60,876 | 62,189 | |||||||
| PROPERTY AND EQUIPMENT, NET | 130,886 | 137,198 | ||||||
| INTANGIBLE ASSETS AND DEFERRED CHARGES, NET | 9,222 | 9,432 | ||||||
| TOTAL ASSETS | 378,567 | 391,448 | ||||||
Page 5 of 7
| June 30, |
December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2005 |
2004 | |||||||
| Unaudited |
Unaudited | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short-term bank credit | 11,444 | 4,159 | ||||||
| Current maturities of long-term loans | 10,381 | 8,869 | ||||||
| Trade payables | 16,095 | 21,245 | ||||||
| Accrued expenses | 25,370 | 28,011 | ||||||
| Short-term advances from customer held by trustees | 14,094 | 13,500 | ||||||
| Other accounts payable | 38,223 | 40,048 | ||||||
| Total current liabilities | 115,607 | 115,832 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Accrued severance pay | 7,847 | 8,172 | ||||||
| Long-term advances from customer held by trustees | 35,020 | 40,226 | ||||||
| Long-term loans, net of current maturities | 103,975 | 108,182 | ||||||
| Accrued interest related to restructured debt | 14,437 | 16,793 | ||||||
| Other long-term liabilities | 15,357 | 15,951 | ||||||
| Excess of losses over investment in affiliates | 720 | 2,102 | ||||||
| Convertible subordinated notes | 16,333 | 16,171 | ||||||
| Total long-term liabilities | 193,689 | 207,597 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS' EQUITY: | ||||||||
| Share capital - Ordinary shares of NIS 0.2 par value | 992 | 984 | ||||||
| Additional paid in capital | 719,039 | 718,096 | ||||||
| Accumulated other comprehensive loss | (776 | ) | (2,624 | ) | ||||
| Accumulated deficit | (649,984 | ) | (648,437 | ) | ||||
| Total shareholders' equity | 69,271 | 68,019 | ||||||
| Total liabilities and shareholders' equity | 378,567 | 391,448 | ||||||
Page 6 of 7
Gilat Satellite Networks Ltd.
Condensed Consolidated Statements of Operations
US dollars in thousands
| Six months ended June 30, |
Three months ended June 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2005 |
2004 |
2005 |
2004 | |||||||||||
| Unaudited |
Unaudited | |||||||||||||
| Revenues | 104,408 | 114,948 | 51,370 | 57,534 | ||||||||||
| Cost of Revenues | 68,530 | 80,748 | 33,371 | 38,543 | ||||||||||
| Write-off of inventories | 2,000 | |||||||||||||
| Gross profit | 35,878 | 32,200 | 17,999 | 18,991 | ||||||||||
| Research and development expenses: | ||||||||||||||
| Expenses incurred | 8,900 | 9,241 | 4,068 | 4,556 | ||||||||||
| Less - grants | 2,260 | 2,476 | 1,491 | 924 | ||||||||||
| 6,640 | 6,765 | 2,577 | 3,632 | |||||||||||
| Selling, marketing, general and administrative expenses | 29,568 | 34,540 | 15,062 | 17,170 | ||||||||||
| Gain from derecognition of liability | (245 | ) | (245 | ) | ||||||||||
| Operating income (Loss) | (330 | ) | (8,860 | ) | 360 | (1,566 | ) | |||||||
| Financial income (expenses) - net | 454 | 1,072 | (247 | ) | 490 | |||||||||
| Other income (expenses) | 208 | 367 | ||||||||||||
| Income (loss) before taxes on income | 332 | (7,788 | ) | 480 | (1,076 | ) | ||||||||
| Taxes on income | 2,279 | 1,790 | 958 | 1,205 | ||||||||||
| Loss after taxes on income | (1,947 | ) | (9,578 | ) | (478 | ) | (2,281 | ) | ||||||
| Equity in profits of affiliated companies | 400 | 487 | 487 | |||||||||||
| Minority interest in losses of a subsidiary | 164 | |||||||||||||
| Net loss from continuing operations | (1,547 | ) | (8,927 | ) | (478 | ) | (1,794 | ) | ||||||
| Gain from cumulative effect of a change | ||||||||||||||
| in an accounting principle | 611 | |||||||||||||
| Net loss | (1,547 | ) | (8,316 | ) | (478 | ) | (1,794 | ) | ||||||
| Basic net loss per share | (0.07 | ) | (0.37 | ) | (0.02 | ) | (0.08 | ) | ||||||
| Diluted net loss per share | (0.07 | ) | (0.37 | ) | (0.02 | ) | (0.08 | ) | ||||||
| Shares used in basic net income per share computation | 22,350 | 22,226 | 22,377 | 22,226 | ||||||||||
| Shares used in diluted net income per share computation | 22,350 | 22,226 | 22,377 | 22,226 | ||||||||||
Page 7 of 7