6-Kfalse2024-06-300000897322--12-31Q2

 
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, 2024
 
Gilat Satellite Networks Ltd.
_________________________________________
 
(Translation of Registrant’s Name into English)
 
Gilat House, 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
 

 
Attached hereto as Exhibits 99.1 and 99.2 are Registrant’s Condensed Interim Unaudited Consolidated Financial Statements as of June 30, 2024 and for the Six Months ended June 30, 2024 and June 30, 2023 and Operating and Financial Review and Prospects.
 
The contents of this Report on Form 6-K, including Exhibits 99.1 and 99.2 annexed hereto, are incorporated by reference into the Registrant’s Registration Statements on Form F-3 (Registration No. 333-266044) and on Form S-8 (Files No. 333-180552, 333-187021, 333-204867, 333-210820, 333-217022, 333-221546, 333-223839, 333-231442, 333-236028, 333-253972, 333-255740 and 333-264974), and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
 
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 August 7, 2024
By:
/s/ Doron Kerbel
 
 
 
Doron Kerbel
 
 
 
General Counsel & Company Secretary
 
 
2

 
GILAT SATELLITE NETWORKS LTD.
 
6-K Exhibits
 
 
3

Represent an amount lower than $1 Stock-based compensation for the six months ended June 30, 2024 including expenses related to business combination in the amount of $2,166 (see Note 15). Less than 10% Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") the Company was eligible for a refundable Employee Retention Credit subject to certain criteria. As of December 31, 2023, the Company had a $952 receivable balance from the United States government related to the CARES Act. During the six months ended June 30, 2024 the entire outstanding amount was collected by the Company. http://fasb.org/us-gaap/2024#DerivativeAssetshttp://fasb.org/us-gaap/2024#DerivativeAssets 0000897322 2024-01-01 2024-06-30 0000897322 2023-01-01 2023-06-30 0000897322 2023-12-31 0000897322 2024-06-30 0000897322us-gaap:EmployeeStockOptionMember 2024-01-01 2024-06-30 0000897322us-gaap:EmployeeStockOptionMember 2023-01-01 2023-06-30 0000897322us-gaap:AccumulatedTranslationAdjustmentMember 2023-12-31 0000897322us-gaap:AccumulatedTranslationAdjustmentMember 2024-01-01 2024-06-30 0000897322us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2024-01-01 2024-06-30 0000897322us-gaap:AccumulatedTranslationAdjustmentMember 2024-06-30 0000897322us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2024-06-30 0000897322us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2023-12-31 0000897322gilt:DatapathIncMember 2023-03-08 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Exhibit 99.1

 
GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES
 
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
AS OF JUNE 30, 2024
 
UNAUDITED
 
IN U.S. DOLLARS
 
INDEX
 
 
Page
  
F-2 - F-3
  
F-4
  
F-5
  
F-6
  
F-7 - F-8
  
F-9 - F-28
 
- - - - - - - - - -
 

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES
 
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands
 
   
June 30,
   
December  31,
 
   
2024
   
2023
 
   
Unaudited
   
Audited
 
ASSETS
           
             
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
93,667
   
$
103,961
 
Restricted cash
   
1,030
     
736
 
Trade receivables, (net of allowance for credit losses of $437 and $492 as of June 30, 2024 and December 31, 2023, respectively)
   
62,217
     
44,725
 
Contract assets
   
26,041
     
28,327
 
Inventories
   
36,774
     
38,525
 
Other current assets
   
20,016
     
24,299
 
                 
Total current assets
   
239,745
     
240,573
 
                 
LONG-TERM ASSETS:
               
Restricted cash
   
54
     
54
 
Long-term contract assets
   
8,587
     
9,283
 
Severance pay funds
   
5,607
     
5,737
 
Deferred taxes
   
9,760
     
11,484
 
Operating lease right-of-use assets
   
4,910
     
5,105
 
Other long-term assets
   
8,120
     
9,544
 
                 
Total long-term assets
   
37,038
     
41,207
 
                 
PROPERTY AND EQUIPMENT, NET
   
71,168
     
74,315
 
                 
INTANGIBLE ASSETS, NET
   
14,238
     
16,051
 
                 
GOODWILL
   
54,740
     
54,740
 
                 
Total assets
 
$
416,929
   
$
426,886
 
 
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
 

F - 2


GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES
 
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share and per share data)
 
   
June 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
   
Audited
 
LIABILITIES AND SHAREHOLDERS' EQUITY
           
             
CURRENT LIABILITIES:
           
Short-term debt
 
$
129
   
$
7,453
 
Trade payables
   
17,585
     
13,873
 
Accrued expenses
   
48,621
     
51,906
 
Advances from customers and deferred revenues
   
25,188
     
34,495
 
Operating lease liabilities
   
2,622
     
2,426
 
Other current liabilities
   
18,079
     
16,431
 
                 
Total current liabilities
   
112,224
     
126,584
 
                 
LONG-TERM LIABILITIES:
               
Long-term loan
   
2,000
     
2,000
 
Accrued severance pay
   
6,467
     
6,537
 
Long-term advances from customers and deferred revenues
   
912
     
1,139
 
Operating lease liabilities
   
2,430
     
3,022
 
Other long-term liabilities
   
10,141
     
12,916
 
                 
Total long-term liabilities
   
21,950
     
25,614
 
                 
COMMITMENTS AND CONTINGENCIES
           
                 
SHAREHOLDERS' EQUITY:
               
Share capital -
Ordinary shares of NIS 0.2 par value: Authorized: 90,000,000 shares as of June 30, 2024 and December 31, 2023; Issued and outstanding: 57,017,032 and 57,016,086 shares as of June 30, 2024 and December 31, 2023, respectively
   
2,733
     
2,733
 
Additional paid-in capital
   
940,520
     
937,591
 
Accumulated other comprehensive loss
   
(6,443
)
   
(5,315
)
Accumulated deficit
   
(654,055
)
   
(660,321
)
                 
Total shareholders' equity
   
282,755
     
274,688
 
                 
Total liabilities and shareholders' equity
 
$
416,929
   
$
426,886
 
 
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
 

F - 3


GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES
 
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

U.S. dollars in thousands (except share and per share data)
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Revenues:
           
Products
 
$
93,434
   
$
81,832
 
Services
   
59,275
     
44,719
 
                 
Total revenues
   
152,709
     
126,551
 
                 
Cost of revenues:
               
Products
   
59,172
     
49,885
 
Services
   
38,910
     
26,445
 
                 
Total cost of revenues
   
98,082
     
76,330
 
                 
Gross profit
   
54,627
     
50,221
 
                 
 Operating expenses:
               
Research and development expenses, net
   
18,547
     
19,003
 
Selling and marketing expenses
   
14,109
     
11,941
 
General and administrative expenses
   
14,514
     
9,155
 
Other operating income, net
   
(725
)
   
(2,340
)
                 
Total operating expenses
   
46,445
     
37,759
 
                 
Operating income
   
8,182
     
12,462
 
Financial income (expenses), net
   
779
     
(735
)
                 
Income before taxes on income
   
8,961
     
11,727
 
Taxes on income
   
(2,695
)
   
(1,822
)
                 
Net income
 
$
6,266
   
$
9,905
 
                 
 Earnings per share (basic and diluted)
 
$
0.11
   
$
0.17
 
                 
Weighted average number of shares used in computing earnings per share:
               
Basic
   
57,016,808
     
56,615,714
 
Diluted
   
57,016,808
     
56,622,204
 
 
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
 

F - 4


GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES
 
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

U.S. dollars in thousands
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Net income
 
$
6,266
   
$
9,905
 
                 
Other comprehensive income (loss):
               
Foreign currency translation adjustments
   
(591
)
   
264
 
Change in unrealized loss on hedging instruments, net
   
(675
)
   
(1,596
)
Less - reclassification adjustments for net loss realized on hedging instruments, net
   
138
     
1,224
 
                 
Total other comprehensive loss
   
(1,128
)
   
(108
)
                 
Comprehensive income
 
$
5,138
   
$
9,797
 
 
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
 

F - 5


GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES
 
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

U.S. dollars in thousands (except number of ordinary shares data)
 
   
Number of
Ordinary shares
   
Share
capital
   
Additional
paid-in
capital
   
Accumulated
other
comprehensive
loss
   
Accumulated
deficit
   
Total
shareholders' equity
 
Balance as of December 31, 2022
   
56,610,404
   
$
2,711
   
$
932,086
   
$
(6,847
)
 
$
(683,825
)
 
$
244,125
 
                                                 
Stock-based compensation
   
-
     
-
     
1,114
     
-
     
-
     
1,114
 
Exercise of stock options
   
11,264
     
*) -
     
*-
     
-
     
-
     
-
 
Comprehensive income (loss)
   
-
     
-
     
-
     
(108
)    
9,905
     
9,797
 
                                                 
Balance as of June 30, 2023
   
56,621,668
   
$
2,711
   
$
933,200
   
$
(6,955
)
 
$
(673,920
)
 
$
255,036
 
 
   
Number of
Ordinary shares
   
Share
capital
   
Additional
paid-in
capital
   
Accumulated
other
comprehensive
loss
   
Accumulated
deficit
   
Total
shareholders' equity
 
Balance as of December 31, 2023
   
57,016,086
   
$
2,733
   
$
937,591
   
$
(5,315
)
 
$
(660,321
)
 
$
274,688
 
                                                 
Stock-based compensation
   
-
     
-
     
2,929
     
-
     
-
     
2,929
 
Exercise of stock options
   
946
     
*) -
     
*-
     
-
     
-
     
-
 
Comprehensive income (loss)
   
-
     
-
     
-
     
(1,128
)    
6,266
     
5,138
 
                                                 
Balance as of June 30, 2024
   
57,017,032
   
$
2,733
   
$
940,520
   
$
(6,443
)
 
$
(654,055
)
 
$
282,755
 
 
*) Represents an amount lower than $1.
 
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
 

F - 6


GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES
 
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

U.S. dollars in thousands
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
Cash flows from operating activities:
           
             
Net income
 
$
6,266
   
$
9,905
 
Adjustments required to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
7,333
     
6,222
 
Stock-based compensation *)
   
3,888
     
1,114
 
Accrued severance pay, net
   
60
     
196
 
Deferred taxes, net
   
1,724
     
1,820
 
Decrease (increase) in trade receivables, net
   
(17,734
)
   
9,398
 
Decrease in contract assets
   
2,982
     
8,378
 
Decrease in other assets and other adjustments (including current, long-term and effect of exchange rate changes on cash, cash equivalents and restricted cash)
   
5,512
     
243
 
Decrease (increase) in inventories, net
   
974
     
(7,895
)
Increase (decrease) in trade payables
   
3,579
     
(4,240
)
Decrease in accrued expenses
   
(2,229
)
   
(5,039
)
Increase (decrease) in advances from customers and deferred revenues
   
(9,486
)
   
3,124
 
Decrease in other liabilities
   
(2,177
)
   
(15,009
)
                 
Net cash provided by operating activities
   
692
     
8,217
 
                 
Cash flows from investing activities:
               
                 
Purchase of property and equipment
   
(2,650
)
   
(6,556
)
                 
Net cash used in investing activities
   
(2,650
)
   
(6,556
)
                 
Cash flows from financing activities:
               
                 
Repayment of credit facility, net
   
(7,453
)
   
-
 
Repayments of short-term debts
   
(1,340
)
   
-
 
Proceeds from short-term debts
   
1,469
     
-
 
                 
Net cash used in financing activities
   
(7,324
)
   
-
 
                 
Effect of exchange rate changes on cash, cash equivalents and restricted cash
   
(718
)
   
(1,010
)
                 
Increase (decrease) in cash, cash equivalents and restricted cash
   
(10,000
)
   
651
 
Cash, cash equivalents and restricted cash at the beginning of the period
   
104,751
     
87,145
 
                 
Cash, cash equivalents and restricted cash at the end of the period (a)
 
$
94,751
   
$
87,796
 
 
*) Stock-based compensation for the six months ended June 30, 2024 including expenses related to business combination in the amount of $2,166 (see Note 15).
 
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
 

F - 7


GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES
 
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

U.S. dollars in thousands
 
  (a)
The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed interim consolidated balance sheets:
 
   
June 30,
 
   
2024
   
2023
 
             
Cash and cash equivalents
 
$
93,667
   
$
87,408
 
Restricted cash - Current
   
1,030
     
374
 
Restricted cash - Long-term
   
54
     
14
 
                 
Cash, cash equivalents and restricted cash
 
$
94,751
   
$
87,796
 
 
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
 

F - 8


GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES
 
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands
 
NOTE 1: -
GENERAL
 
  a.
Organization:
 
Gilat Satellite Networks Ltd. and its subsidiaries (the "Company") is a leading global provider of satellite-based broadband communications. The Company designs and manufactures ground-based satellite communications equipment, and provides comprehensive secure end-to-end solutions, end-to-end services for mission-critical operations, powered by its innovative technology. The Company’s portfolio includes a cloud-based satellite network platform, Very Small Aperture Terminals ("VSATs"), amplifiers, high-speed modems, high-performance on-the-move antennas, and high efficiency, high power Solid State Power Amplifiers ("SSPAs"), Block Upconverters ("BUCs") and Transceivers, furthermore, following the acquisition of DataPath Inc. (see Note 1(e) and Note 15), the Company’s newly owned subsidiary, it’s portfolio also includes defense ground systems and field services. The Company’s comprehensive solutions support multiple applications with a full portfolio of products to address key applications including broadband internet access, cellular backhaul over satellite, enterprise, social inclusion solutions, In-Flight Connectivity, maritime, trains, defense and public safety, all while meeting the most stringent service level requirements. The Company also provides connectivity services, internet access and telephony, to enterprise, government and residential customers utilizing both its own networks, and other networks that it installs, mainly based on Build Operate Transfer ("BOT") and Build Own Operate ("BOO") contracts. In these projects, the Company builds telecommunication infrastructure typically using fiber-optic and wireless technologies for the broadband connectivity. The Company also provides managed network services over VSAT networks owned by others.
 
The Company was incorporated in Israel in 1987 and launched its first generation VSAT in 1989.
 
  b.
As of June 30, 2024, the Company operates in three operating segments consisting of Satellite Networks, Integrated Solutions and Network Infrastructure and Services. For additional information, including major customers, geographic and segment information, see Note 10.
 
  c.
The Company depends on major suppliers to supply certain components and services for the production of its products or providing services. If these suppliers fail to deliver or delay the delivery of the necessary components or services, the Company will be required to seek alternative sources of supply. A change in suppliers could result in product redesign, manufacturing delays or services delays which could cause a possible loss of sales and additional incremental costs and, consequently, could adversely affect the Company's results of operations and financial position.

 

F - 9

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands
 

NOTE 1: - 
GENERAL (Cont.)
 
  d.
The military conflict between Russia and Ukraine and the rising tensions between the U.S. and other countries, on the one hand, and Russia, on the other hand, caused major economic sanctions and export controls restrictions on Russia and various Russian entities were imposed by the U.S., European Union, and the United Kingdom commencing February 2022, and additional sanctions and restrictions may be imposed in the future. These sanctions and restrictions restrict the Company’s business in Russia, which mainly includes exports to Russia, and may delay or prevent the Company from collecting funds and performing money transfers from Russia. While the Company’s business in Russia is limited in scope, these restrictions may cause a reduction in the Company’s sales and financial results. Accordingly, given the continuous war and the restrictions described, the Company decided to wind down its activities in the Russian market. The costs associated with winding down our activities in the Russian market have been included in "Other operating income, net" and “Cost of revenues” in our Condensed Interim Consolidated Statements Of Income.  There is no assurance that negative developments in the area in the future will not disrupt the Company’s business and materially adversely affect it.
 
  e.
On March 8, 2023, the Company signed a definitive agreement to acquire 100% of the shares of DataPath Inc. (“DPI”), a U.S.-based expert systems integrator with a strong focus on the U.S. Department of Defense (DoD) and the U.S. government sectors. In November 2023, the Company completed the acquisition of DPI for an estimated purchase price consideration of $19,231.
 
The acquisition was accounted for by the purchase method of accounting, and, accordingly, the purchase price consideration has been allocated to the assets acquired and liabilities assumed (see Note 15).
 
  f.
On June 17, 2024, the Company signed a definitive agreement to acquire 100% of Stellar Blu Solutions LLC., a U.S.-based leading avionics solution provider of next-generation SATCOM terminal solutions. The closing of the transaction is subject to certain regulatory approvals, including the receipt of clearance of the Committee on Foreign Investment in the United States (CFIUS) and other customary closing conditions. The acquisition is expected to close during the second half of 2024.

 

NOTE 2: -
SIGNIFICANT ACCOUNTING POLICIES
 
  a.
Unaudited condensed interim consolidated financial statements:
 
The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information. In the opinion of management, the unaudited condensed interim consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the Company's condensed interim consolidated financial statements.
 
F - 10

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 2: - 
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
The balance sheets as of December 31, 2023 have been derived from the audited consolidated financial statements of the Company at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements.
 
The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2023 (the “Annual Financial Statements”), included in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") on March 20, 2024.
 
The significant accounting policies applied in the Company’s audited 2023 consolidated financial statements and notes thereto included in the Annual Report are applied consistently in these unaudited condensed interim consolidated financial statements. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.
 
  b.
Use of estimates:
 
The preparation of the unaudited condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited condensed interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
 
Main areas that require significant estimates and assumptions by the Company’s management include contract costs, revenues (including variable consideration, determination of contracts duration, establishing stand-alone selling price for performance obligations) and profits or losses, application of percentage-of-completion accounting, provisions for uncollectible receivables and customer claims, impairment of inventories, impairment and useful life of long-lived assets, goodwill impairment, valuation allowance in respect of deferred tax assets, uncertain tax positions, accruals for estimated liabilities, including litigation and insurance reserves, contingent considerations and intangibles from business combination transaction and stock-based compensation. Actual results could differ from those estimates.

 

F - 11

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
  c.
Principles of consolidation:
 
The unaudited condensed interim consolidated financial statements include the accounts of Gilat Satellite Networks Ltd. and its subsidiaries in which the Company has a controlling voting interest. Inter-company balances and transactions have been eliminated upon consolidation.
 
  d.
Recently issued accounting pronouncements – not yet adopted:
 
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, which requires greater disaggregation of income tax disclosures. The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is evaluating the impacts of this guidance on the Company’s consolidated financial statements.
 
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires companies to enhance the disclosures about segment expenses. The new standard requires the disclosure of the Company’s Chief Operating Decision Maker (CODM), expanded incremental line-item disclosures of significant segment expenses used by the CODM for decision-making, and the inclusion of previous annual only segment disclosure requirements on a quarterly basis. This ASU should be applied retrospectively for fiscal years beginning after December 15, 2023, and early adoption is permitted. The Company is evaluating the impacts of this guidance on the Company’s consolidated financial statements.
 
NOTE 3:-
INVENTORIES
 
Inventories are comprised of the following:
 
 
 
June 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
   
Audited
 
             
Raw materials, parts and supplies
 
$
14,991
   
$
11,993
 
Work in progress and assembled raw materials
   
8,763
     
9,392
 
Finished products
   
13,020
     
17,140
 
                 
   
$
36,774
   
$
38,525
 
 
Inventory net write-offs amounted to $1,113 and $1,455 during the six months ended June 30, 2024 and 2023, respectively.

 

F - 12

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

NOTE 4:-
PROPERTY AND EQUIPMENT, NET
 
Property and equipment, net is comprised of the following:
 
   
June 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
   
Audited
 
Cost:
           
             
Buildings and land
  $
83,796
   
$
83,775
 
Computers, software and electronic equipment
   
65,508
     
64,262
 
Network equipment
   
39,230
     
39,473
 
Office furniture and equipment
   
4,102
     
4,108
 
Vehicles
   
299
     
299
 
Leasehold improvements
   
2,836
     
2,784
 
                 
     
195,771
     
194,701
 
Accumulated depreciation
   
124,603
     
120,386
 
                 
Depreciated cost
 
$
71,168
   
$
74,315
 
 
Depreciation expenses amounted to $5,393 and $6,122 during the six months ended June 30, 2024 and 2023, respectively.
 
The Company leases part of its buildings as office space to others. The gross income generated from such leases amounted to approximately $2,649 and $2,790 for the six months ended June 30, 2024 and 2023, respectively. These amounts do not include the corresponding offsetting expenses related to this income.

 

NOTE 5:-
DEFERRED REVENUES
 
Deferred revenues as of June 30, 2024 and December 31, 2023 were $11,969 and $15,700, respectively, and primarily relate to revenues that are recognized over time for service contracts. Approximately $5,373 of the balance as of December 31, 2023 was recognized as revenues during the six months ended June 30, 2024.
 
The balance of deferred revenues approximates the aggregate amount of the billed and collected amount allocated to the unsatisfied performance obligations at the end of reporting period.
 
The aggregate estimated amount of the transaction price allocated to performance obligations from contracts with customers that have an original expected duration of more than one year and that are unsatisfied (or partially unsatisfied) as of June 30, 2024 is approximately $305,662. Such unsatisfied performance obligations, other than for large scale governmental projects (expected to be recognized over periods of approximately 5-11 years), principally relate to contracts in which the Company is committed to provide customer care services, extended warranty on equipment delivered to its customers or other services for an original period of more than one year.

 

F - 13

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 5:-
DEFERRED REVENUES (Cont.)
 
The Company elected to use the exemption of not disclosing the prices allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period, that are part of contracts that have an original expected duration of one year or less.

 

NOTE 6:-
COMMITMENTS AND CONTINGENCIES
 
 

a.

Litigations:

 

  1.
In 2003, the Brazilian tax authority filed a claim against the Company’s inactive subsidiary in Brazil, SPC International Ltda., for the payment of taxes allegedly due from the subsidiary. After numerous hearings and appeals at various appellate levels in Brazil, the Supreme Court ruled against the subsidiary in final non-appealable decisions published in June 2017.
 
As of June 30, 2024, the total amount of this claim, including interest, penalties and legal fees is approximately $6,895, of which approximately $727 is the principal. The Brazilian tax authorities initiated foreclosure proceedings against the subsidiary and certain of its former managers. The foreclosure proceedings against the former managers were cancelled by court in a final and non-appealable decision issued in July 2017. While foreclosure and other collection proceedings are pending against the subsidiary, based on Brazilian external counsel’s opinion, the Company believes that the subsidiary has solid arguments to sustain its position that further collection proceedings and inclusion of any additional co-obligors in the tax foreclosure certificate are barred due to statute of limitation and that the foreclosure procedures cannot legally be redirected to other group entities and managers who were not initially cited in the foreclosure proceeding due to the passage of the statute of limitation. Accordingly, the Company believes that the chances that such redirection will lead to a loss recognition are remote.
 
  2.
In 2014, the Company’s Peruvian subsidiary, Gilat To Home Peru S.A. (“GTH”), initiated arbitration proceedings in Lima against the Ministry of Transport and Communications of Peru, (or MTC), and the Programa Nacional de Telecomunicaciones (or Pronatel). The arbitration was related to the Pronatel projects awarded to the Company in 2000-2001. Under these projects, GTH provided fixed public telephony services in rural areas of Peru. GTH’s main claim was related to damages caused by the promotion of mobile telephony in such areas by the Peruvian government in the years 2011-2015. In June 2018, the arbitration tribunal issued an arbitration award ordering MTC and Pronatel to pay GTH approximately $13,500. The arbitration award in favor of GTH was confirmed by the Peruvian Superior Court, which ordered MTC and Pronatel in November 2020 to pay the arbitration-award amount. Following the Superior Court’s decision, GTH has initiated collection procedures against MTC and Pronatel. In 2023, the first payment of approximately $3,213 was collected by GTH and was recognized as income under “Other operating income, net” in the condensed interim consolidated statements of income for the six months ended June 30, 2023. See Note 14.
 
F - 14

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 6:-
COMMITMENTS AND CONTINGENCIES (Cont.)
 
  3.
In October 2019, GTH initiated additional arbitration proceedings against MTC and Pronatel based on similar grounds for the years 2015-2019. In June 2022, the arbitration tribunal issued an arbitration award ordering MTC and Pronatel to pay GTH approximately $15,000, In September 2022 MTC filed an annulment action against the award and in parallel, in October 2022 GTH initiated an enforcement process for collection of the awarded amount. The Company recognized an expense of $251, due to legal success fees, under “Other operating income, net” in the condensed interim consolidated statements of income for the six months ended June 30, 2023. See Note 14. Based on the advice of counsel, the Company believes that the chances of success of the proceedings seeking to annul the award are remote.
 
  4.
The Company is in the midst of different stages of audits and disputes with various tax authorities in different parts of the world. Further, the Company is the defendant in various other lawsuits, including employment-related litigation claims and may be subject to other legal proceedings in the normal course of its business. While the Company intends to defend the aforementioned matters vigorously, it believes that a loss in excess of its accrued liability with respect to these claims is not probable.

 

 

b.

Guarantees:

 
The Company guarantees its performance to, and, occasionally, advance payments from, certain of its customers, mainly through bank guarantees and corporate guarantees. Guarantees are often required for the Company’s performance during the installation and operational periods. The guarantees typically expire when certain operational milestones are met.
 
As of June 30, 2024, the aggregate amount of bank guarantees outstanding in order to secure the Company’s various obligations was approximately $78,300, including an aggregate of approximately $73,700 on behalf of its subsidiaries in Peru. In order to secure these guarantees the Company provided a floating charge on its assets as well as other pledges, including a fixed pledge, on certain assets and property. In addition, the Company has approximately $1,070 of restricted cash to secure some of those guarantees.
 
Under the arrangements with banks that provide credit line for guarantees, the Company is required to observe certain conditions. As of June 30, 2024, the Company follows these conditions. The Company’s credit and guarantee agreements also contain various restrictions and limitations that may impact the Company. These restrictions and limitations relate to incurrence of indebtedness, contingent obligations, negative pledges, liens, mergers and acquisitions, change of control, asset sales, dividends and distributions, redemption or repurchase of equity interests and certain debt payments. The agreements also stipulate a floating charge on Company’s assets to secure the fulfillment of Company’s obligations to banks as well as other pledges, including a fixed pledge, on certain assets and property.
 
F - 15

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 6:-
COMMITMENTS AND CONTINGENCIES (Cont.)
 
All of the above guarantees are performance guarantees for the Company’s own performance, in accordance with ASC 460, “Guarantees” (“ASC 460”), such guarantees are excluded from the scope of ASC 460. The Company has not recorded any liability for such amounts, since the Company expects that its performance will be acceptable. To date, no guarantees have been exercised against the Company.

 

NOTE 7:-
DERIVATIVE INSTRUMENTS
 
The Company has entered into several foreign currency hedging contracts to protect against changes in value of forecasted foreign currency cash flows resulting from salaries and related payments that are denominated in NIS. These contracts were designated as cash flow hedges, as defined by ASC 815, as amended, are considered highly effective as hedges of these expenses and generally mature within twelve months.
 
The Company recognized losses related to derivative instruments, within payroll expenses, included under Cost of revenues and Operating expenses in the condensed interim consolidated statements of income of $138 and $1,224 for the six months ended June 30, 2024 and 2023, respectively. The notional amounts of hedging contracts were $23,970 and $24,267 as of June 30, 2024 and December 31, 2023, respectively.
 
The fair value of derivative instruments in the condensed interim consolidated balance sheets, which are presented under Other current assets, amounted to $143 and $680 as of June 30, 2024 and December 31, 2023, respectively.
 
The estimated net amount of the existing profit that is reported in accumulated other comprehensive loss as of June 30, 2024 that is expected to be reclassified into the condensed interim consolidated statement of income within the next twelve months is $143.

 

F - 16

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands (except share and per share data)

NOTE 8:-
SHAREHOLDERS’ EQUITY
 
  a.
Share capital:
 
Ordinary shares confer upon their holders voting rights, the right to receive cash dividends and the right to share in excess assets upon liquidation of the Company.
 
  b.
Stock option plans:
 
Description of plans:
 
In October 2008, the Company’s Board of Directors adopted the 2008 Stock Incentive Plan (the “2008 Plan”) with 1,000,000 shares or stock options available for grant and a sub-plan to enable qualified optionees certain tax benefits under the Israeli Income Tax Ordinance. Among the incentives that may be adopted are stock options, performance share awards, performance share unit awards, restricted shares, RSUs awards and other stock-based awards. During the years commencing in 2010 and through June 30, 2024, the Company’s Board of Directors approved, in the aggregate, an increase of 10,466,761 shares to the number of shares available for grant under the 2008 Plan, bringing the total number of shares available for grant to 11,466,761. As of June 30, 2024, an aggregate of 82,875 shares were available for future grants under the 2008 Plan.
 
The options granted under the 2008 Plan during the six months ended June 30, 2024 have vesting restrictions, valuations and contractual lives in similar nature to those described in Note 11 of the Notes to the Company’s consolidated annual financial statements for the year ended December 31, 2023.
 
Options granted to employees and directors:
 
The fair value of the Company’s stock options granted in the six months ended June 30, 2024 and 2023 was estimated using the following weighted average assumptions:
 
 
Six months ended June 30,
 
2024
   
2023
         
Risk free interest
4.35% - 4.56%
   
3.57% - 4.08%
Dividend yields
0%
   
0%
Volatility
47.9% - 49.0%
   
52.77% - 53.71%
Expected term (in years)
3.83
   
3.883.92
 
F - 17

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands (except share and per share data)

 

NOTE 8:-
SHAREHOLDERS’ EQUITY (Cont.)
 
A summary of employees’ and directors’ option balances under the 2008 Plan as of June 30, 2024 and changes during the six months then ended are as follows:
 
   
Number of options
   
Weighted-
average
exercise
price
   
Weighted-
average
remaining
contractual
term
(in years)
   
 
 
Aggregate
intrinsic value
(in thousands)
 
                         
Outstanding at January 1, 2024
   
5,679,775
   
$
6.9
     
4.2
   
$
817
 
Granted
   
280,000
   
$
5.8
                 
Exercised
   
(76,875
)
 
$
6.4
                 
Forfeited and cancelled
   
(337,875
)
 
$
10.5
                 
                                 
Outstanding as of June 30, 2024
   
5,545,025
   
$
6.7
     
4.0
   
$
-
 
                                 
Exercisable as of June 30, 2024
   
2,219,608
   
$
7.0
     
3.1
   
$
6
 
 
The weighted-average grant-date fair value of options granted during the six months ended June 30, 2024 and 2023 were $2.22 and $2.43, respectively. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on that date. These amounts changed based on the fair market value of the Company’s stock. Total intrinsic value of options exercised for the six months ended June 30, 2024 was $6.
 
  c.
During the six months ended June 30, 2024 and 2023, the stock-based compensation expenses, including with respect to the Service Based Earn-Out and the Bonus Amount as defined in Note 15, were recognized in the condensed interim consolidated statement of income in the following line items:
 
   
Six months ended
 
   
June 30,
 
   
2024
   
2023
 
             
Cost of revenue of products
 
$
136
   
$
76
 
Cost of revenue of services
   
164
     
94
 
Research and development expenses, net
   
356
     
312
 
Selling and marketing expenses
   
305
     
163
 
General and administrative expenses
   
2,927
     
469
 
                 
   
$
3,888
   
$
1,114
 
 
F - 18

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 8:-
SHAREHOLDERS’ EQUITY (Cont.)
 
  d.
Dividends:
 
  1.
In the event that cash dividends are declared by the Company, such dividends will be declared and paid in Israeli currency. Under current Israeli regulations, any cash dividend paid in Israeli currency in respect of ordinary shares purchased by non-residents of Israel with non-Israeli currency, may be freely repatriated in such non-Israeli currency, at the exchange rate prevailing at the time of repatriation.
 
  2.
The Company has not adopted a policy regarding the distribution of dividends.
 
  3.
Pursuant to the terms of a bank agreement, the Company is restricted from paying cash dividends to its shareholders without initial approval from the bank.

 

NOTE 9:-
OTHER COMPERHENSIVE INCOME (LOSS)
 
The following table shows the changes of accumulated other comprehensive loss, for the six months ended June 30, 2024:
 
   
Six months ended
June 30, 2024
 
   
Foreign
currency
translation
adjustments
   
Unrealized
losses on
cash flow
hedges
   
Total
 
                   
Beginning balance
 
$
(5,995
)
 
$
680
   
$
(5,315
)
                         
Other comprehensive loss before reclassifications
   
(591
)
   
(675
)
   
(1,266
)
Amounts reclassified from accumulated other comprehensive loss
   
-
     
138
     
138
 
                         
Net current-period other comprehensive loss
   
(591
)
   
(537
)
   
(1,128
)
                         
Ending balance
 
$
(6,586
)
 
$
143
   
$
(6,443
)

 

F - 19

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

NOTE 10:-
CUSTOMERS, GEOGRAPHIC AND SEGMENT INFORMATION
 
  a.
The Company applies ASC 280, “Segment Reporting” (“ASC 280”). Operating segments are defined as components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker ("CODM"). The CODM is the Company’s Chief Executive Officer. The Company’s CODM does not regularly review asset information by segments and, therefore, the Company does not report asset information by segment.
 
  b.
The Company operates in three operating segments, as follows:
 
 
Satellite Networks is focused on developing and supplying networks that are used as the platform that enables the latest satellite constellations of HTS, VHTS and NGSO opportunities worldwide. The segment provides advanced broadband satellite communication networks and associated professional services and comprehensive turnkey solutions and managed satellite network services solutions. Segment’s customers are service providers, satellite operators, MNOs, Telcos, large enterprises, system integrators, defense, homeland security organizations and governments worldwide. Principal applications include In-Flight Connectivity, cellular backhaul, maritime, social inclusion solutions, government, defense and enterprise networks and are driving meaningful partnerships with satellite operators to leverage the segment’s technology and breadth of services to deploy and operate the ground-based satellite communication networks. The segment’s product portfolio includes a leading satellite network platform with high-speed VSATs, high performance on-the-move antennas, BUCs and transceivers, as well as multi-band deployable Ku/Ka/X Earth Terminal, or DKET terminals (a family of transportable terminal hubs), and durable, ultra-portable terminals for quick connectivity in remote locations.
 
 
Integrated Solutions is focused on developing, manufacturing and supplying products and solutions for mission-critical defense and broadcast satellite communications systems, advanced on-the-move and on-the-pause satellite communications equipment, systems and solutions, including airborne, ground-mobile satellite systems and solutions. The integrated solutions product portfolio comprises of leading high-efficiency, high-power SSPAs, BUCs and transceivers with a field-proven, high-performance variety of frequency bands. The segment’s customers are satellite operators, In-Flight Connectivity service providers, defense and homeland security system integrators, and NGSO satellite operators, and gateway integrators.
 
 
Network Infrastructure and Services is focused on telecom operation and implementation of large-scale network projects in Peru. The segment provides terrestrial (fiber optic and wireless network) and satellite network construction and operation. The segment serves the Company’s customers through technology integration, managed networks and services, connectivity services, internet access and telephony over the segment’s networks. The segment implements projects using various technologies (including the Company’s equipment), mainly based on BOT and BOO contracts.

 

F - 20

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 10:-
 
CUSTOMERS, GEOGRAPHIC AND SEGMENT INFORMATION (Cont.)
  c.
Information on the reportable operating segments:
 
  1.
The measurement of operating income (loss) in the reportable operating segments is based on the same accounting principles applied in these condensed interim consolidated financial statements and includes certain corporate overhead allocations.
 
  2.
Financial information relating to reportable operating segments:
 
   
Six months ended
June 30, 2024
 
   
Satellite Networks
   
Integrated
Solutions
   
Network
Infrastructure and Services *)
   
Total
 
                         
Revenues
 
$
97,378
   
$
24,619
   
$
30,712
   
$
152,709
 
                                 
Operating income (loss)
   
8,459
     
(1,906
)
   
1,629
     
8,182
 
Financial income, net
                           
779
 
Income before taxes on income
                           
8,961
 
Taxes on income
                           
(2,695
)
Net income
                           
6,266
 
                                 
Depreciation and amortization
Expenses
 
$
4,817
   
$
1,419
   
$
1,097
   
$
7,333
 
 
   
Six months ended
June 30, 2023
 
   
Satellite Networks
   
Integrated
Solutions
   
Network
Infrastructure and Services *)
   
Total
 
                         
Revenues
 
$
74,273
   
$
25,619
   
$
26,659
   
$
126,551
 
                                 
Operating income (loss)
   
11,206
     
(1,457
)
   
2,713
     
12,462
 
Financial expenses, net
                           
(735
)
Income before taxes on income
                           
11,727
 
Taxes on income
                           
(1,822
)
Net income
                           
9,905
 
                                 
Depreciation and amortization
Expenses
 
$
2,706
   
$
1,622
   
$
1,894
   
$
6,222
 
 
  *)
During the six months ended June 30, 2024 and June 30, 2023, the Company recognized revenues from construction performance obligations in the amount of $11,059 and $5,558, respectively, which are presented under Network Infrastructure and Services operating segment.
 
F - 21

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 10:-    CUSTOMERS, GEOGRAPHIC AND SEGMENT INFORMATION (Cont.)
 
  d.
Geographic information:
 
Revenues attributed to geographic areas, based on the location of the end customers and in accordance with ASC 280, are as follows:
 
   
Six months ended
 
   
June 30,
 
   
2024
   
2023
 
             
United States
 
$
61,672
   
$
55,582
 
Peru
   
30,740
     
26,766
 
Israel
   
8,000
     
1,793
 
Others
   
52,297
     
42,410
 
                 
   
$
152,709
   
$
126,551
 
 
  e.
The table below represents the revenues from major customers and their operating segments:
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Customer A – Network Infrastructure and Services
   
17
%
   
15
%
Customer B – Satellite Networks
   
13
%
   
*
)
Customer C – Satellite Networks
   
*
)
   
20
%
 
*) Less than 10%
 
Customer A is located in Peru, Customer B is located in the European Union and customer C is located in the United States of America.

 

NOTE 11:-
TAXES ON INCOME
 
The Company’s six months tax provision and estimates of its annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, tax law developments, as well as non-deductible expenses, such as share-based compensation, and changes in its valuation allowance. Taxes on income were $2,695 and $1,822 for the six months ended June 30, 2024 and 2023, respectively. Taxes on income for the six months ended June 30, 2024 were primarily related to the Company’s utilization of deferred tax assets in Israel.

 

F - 22

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands (except share and per share data)

NOTE 12:-
EARNINGS PER SHARE
 
The following table sets forth the computation of basic and diluted earnings per share:
 
  1.
Numerator:
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Net income available to holders of ordinary shares
 
$
6,266
   
$
9,905
 
 
  2.
Denominator:
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Weighted average number of shares
   
57,016,808
     
56,615,714
 
Add – stock options
   
-
     
6,490
 
Denominator for diluted earnings per share – adjusted weighted average shares assuming exercise of stock options
   
57,016,808
     
56,622,204
 
 
The total number of potential shares related to the outstanding options excluded from the calculations of diluted earnings per share, as they would have been anti-dilutive, were 5,545,025 and 3,821,128 for the six months ended June 30, 2024 and 2023, respectively.

 

F - 23

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

NOTE 13:-
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION
 
  a.
Other current assets:
 
   
June 30,
2024
   
December 31,
2023
 
   
Unaudited
   
Audited
 
             
Governmental authorities *)
 
$
3,512
   
$
3,186
 
Prepaid expenses
   
6,509
     
6,227
 
Deferred charges
   
4,153
     
8,320
 
Advance payments to suppliers
   
3,054
     
3,716
 
Other
   
2,788
     
2,850
 
                 
     
20,016
   
$
24,299
 
 
*) Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") the Company was eligible for a refundable Employee Retention Credit subject to certain criteria. As of December 31, 2023, the Company had a $952 receivable balance from the United States government related to the CARES Act. During the six months ended June 30, 2024 the entire outstanding amount was collected by the Company.
 
  b.
Other current liabilities:
 
   
June 30,
2024
   
December 31,
2023
 
   
Unaudited
   
Audited
 
             
Payroll and related employee accruals
 
$
14,374
   
$
14,017
 
Governmental authorities
   
1,842
     
2,301
 
Holdback Amount (see Note 15)
   
582
     
-
 
Deferred rent
   
1,128
     
-
 
Other
   
153
     
113
 
                 
   
$
18,079
   
$
16,431
 
 
F - 24

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 13:-
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION (Cont.)
 
  c.
Credit facility:
 
   
Interest rate
   
Maturity
   
June 30,
2024
 
                   
Credit facility from bank
 
U.S. Prime Plus 2.25%
    2024    
$
-
 
                         
As of December 31, 2023, one of the Company’s subsidiaries had a revolving credit facility agreement with a U.S. based bank. During the six months ended June 30, 2024, the entire credit facility from bank was repaid.
 
 
d.
Long-term loan:
 
   
Interest rate
   
Maturity
   
June 30,
2024
 
                   
Other loan
 
14%
 
  2026    
$
2,000
 
                         
One of the Company’s subsidiaries has a loan agreement with one of its former shareholders.
 
 
e.
Other long-term liabilities:
 
   
June 30,
2024
   
December 31,
2023
 
   
Unaudited
   
Audited
 
             
Earn-Out Consideration, Holdback Amount and Bonus Amount (see Note 15)
 
$
9,441
   
$
11,982
 
Other
   
700
     
934
 
                 
     
10,141
   
$
12,916
 

 

F - 25

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

NOTE 14:-
OTHER OPERATING INCOME, NET
 
Other operating income, net is comprised of the following:
 
   
Six months ended
 
   
June 30,
 
   
2024
   
2023
 
             
Mergers and acquisitions related expenses
 
$
2,274
   
$
622
 
Income from arbitrations, net
   
(748
)
   
(2,962
)
Others, net
   
(2,251
)
   
-
 
                 
   
$
(725
)
   
(2,340
)

 

NOTE 15:-
BUSINESS COMBINATION
 
In November 2023, the Company acquired DPI, a U.S. based expert systems integrator with a strong focus on the U.S. Department of Defense and the U.S. government sectors. In accordance with the acquisition method of accounting, the total estimated purchase price consideration for the DPI acquisition was $19,231, subject to working capital adjustments. For further details, see Note 17 in the Annual Financial Statements.
 
Under the preliminary purchase price consideration allocation, the Company allocated the purchase price consideration to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values (with the exception of exceptions in the purchase method such as contract assets, lease liabilities and assets, tax balances etc.), which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the acquisition. Such estimates are subject to change during the measurement period which is limited to up to one year from the acquisition date. Any adjustments to the preliminary purchase price consideration allocation identified during the measurement period will be recognized in the period in which the adjustments are determined.
 
The total purchase price consideration for the acquisition was $19,231, comprising:
 
  i.
A closing payment totaling $2,461, made through the issuance of ordinary shares;
  ii.
A deferred payment of $820 in ordinary shares, set to be issued as per the terms outlined in the purchase agreement (“Holdback Amount”);
  iii.
$4,787 cash paid by the Company to partially settle DPI's outstanding debt and transaction costs; and
  iv.
$11,163 Contingent earn-out payments, to be settled using the Company's ordinary shares (“Earn-out Consideration”).
 
F - 26

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 15:-
BUSINESS COMBINATION (Cont.)
 
The Earn-out Consideration, contingent upon DPI's financial performance for the years ending December 31, 2024, 2025, and 2026, has a maximum potential issuance of 2,419,755 of the Company’s ordinary shares.
 
Additionally, the Company has committed to issuing up to 705,245 of the Company’s ordinary shares over approximately three years post-acquisition, contingent on continued service and achieving specified financial results (“Service Based Earn-Out”), alongside a potential one-time bonus of $9,000 payable in the Company’s ordinary shares or cash (“Bonus Amount”) if all earn-outs are fully achieved. During the six months ended June 30, 2024, the Company has partially amended the Bonus Amount conditions under the purchase agreement with the former shareholders of DPI, modifying it to an amount in the range of $2,000-$9,000, conditioned upon meeting certain financial results.
 
For the six months ended June 30, 2024, the Company recognized $2,166 of expenses related to the Service Based Earn-Out and the Bonus Amount.
 
As of June 30, 2024, there was $8,206 of unrecognized compensation cost related to the Service Based Earn-Out and the Bonus Amount. This amount is expected to be recognized over a period of two and a half years.
 
The Company is evaluating the impact of potential synergies across its reporting units and, as a result, have not allocated goodwill to its other reporting units as of June 30, 2024. The Company will complete its evaluation and allocate goodwill, as applicable, by the end of the measurement period.

 

NOTE 16:-
FAIR VALUE MEASURMENTS
 
The Company measured the Holdback Amount fair value by multiplying the closing market share price of the Company in the held-back number of ordinary shares and classified it within Level 1. Hedging contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. The Earn-Out Consideration is classified within Level 3, as this liability is valued using valuation techniques.
 
In 2022, the Company invested in a convertible debt of a Canadian company. The Company has elected to measure the convertible debt at fair value with changes in fair value recognized in finance income (expenses), net in the condensed interim consolidated statement of income. The fair value of the convertible debt is classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. As of June 30, 2024 and December 31, 2023, the fair value of the convertible debt was determined to be zero. The Company recorded a loss in the amounts of $0 and $1,396 for the six months ended June 30, 2024 and 2023, respectively, related to the revaluation of the convertible debt.
 
F - 27

GILAT SATELLITE NETWORKS LTD. AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


U.S. dollars in thousands

 

NOTE 16:-
FAIR VALUE MEASURMENTS (Cont.)

 

   
June 30, 2024
 
   
Unaudited
 
   
Fair value measurements using input type
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Derivative assets
   
-
     
143
     
-
     
143
 
                                 
Total financial assets
 
$
-
   
$
143
   
$
-
   
$
143
 
                                 
Liabilities:
                               
Holdback Amount
   
582
     
-
     
-
     
582
 
Earn-Out Consideration
   
-
     
-
     
8,123
     
8,123
 
                                 
Total financial liabilities
 
$
582
   
$
-
   
$
8,123
   
$
8,705
 
 
   
December 31, 2023
 
   
Audited
 
   
Fair value measurements using input type
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Derivative assets
   
-
     
680
     
-
     
680
 
                                 
Total financial assets
 
$
-
   
$
680
   
$
-
   
$
680
 
                                 
Liabilities:
                               
Holdback Amount
   
795
     
-
     
-
     
795
 
Earn-Out Consideration
   
-
     
-
     
10,826
     
10,826
 
                                 
Total financial liabilities
 
$
795
   
$
-
   
$
10,826
   
$
11,621
 
 
The table below presents the changes in the Earn-Out Consideration which was classified as Level 3 and measured at fair value on a recurring basis, in the six months ended June 30, 2024:
 
Fair value at the beginning of the period
 
$
10,826
 
Income from changes in fair value
   
(2,703
)
Fair value at the end of the period
 
$
8,123
 
 
The Company estimated the fair value of the Earn-out Consideration by utilizing a Monte Carlo simulation. The significant assumptions used in the model mainly relate to the projected revenues and adjusted EBITDA in the forecasted years, including revenue growth rate range of 15.2%-28.3% and adjusted EBITDA margin range of 4.2%-16.9%. Changes in the Earn-out Consideration’s fair value were recorded in the condensed interim consolidated statements of income for the six months ended June 30, 2024 under Other operating income, net.

F - 28


Exhibit 99.2

 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.
Operating Results

The following discussion and analysis of our financial condition as of June 30, 2024 and results of operations for the six months ended June 30, 2024 and June 30, 2023 should be read together with our condensed interim consolidated financial statements and related notes included elsewhere in this filing and our audited consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission ("SEC") on March 20, 2024 (the “2023 Form 20-F”). The following discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this filing and in our Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission.

Introduction

We are a leading global provider of satellite-based broadband communications. We design and manufacture ground-based satellite communications equipment and provide comprehensive secure end-to-end solutions, end-to-end services for mission-critical operations, powered by our innovative technology. Our portfolio includes a cloud-based satellite network platform, Very Small Aperture Terminals (“VSATs”), amplifiers, high-speed modems, high performance on-the-move antennas, and high efficiency, high power Solid State Power Amplifiers (“SSPAs”), Block Upconverters (“BUCs”) and Transceivers. Furthermore, following the acquisition of DataPath Inc. our newly owned subsidiary, our portfolio also includes defense ground systems and field services. Our comprehensive solutions support multiple applications with a full portfolio of products to address key applications including broadband internet access, cellular backhaul over satellite, enterprise, social inclusion solutions, In Flight Connectivity ("IFC"), maritime, trains, defense and public safety, all while meeting the most stringent service level requirements. We have a large installed base and currently have hundreds of active networks.
 
We provide managed networks and services through satellite and terrestrial networks in addition to developing and marketing ground-based satellite communications equipment. We have proven experience in delivering complex projects and services worldwide. We offer complete turnkey integrated solutions, including:
 

Managed satellite network services solutions, including services over our own networks (which may include satellite capacity);

Network planning and optimization;

Remote network operation;

Call center support;

Hub and field operations;

End-to-end solutions for mission-critical operations; and

Construction and installation of communication networks, typically on a Build, Operate and Transfer (“BOT”), or Build, Operate and Own (“BOO”), contract basis. In these projects, we build telecommunication infrastructure, typically using fiber-optic and wireless technologies for broadband connectivity. We also provide managed network services over VSAT networks owned by others.

We have 16 sales and support offices worldwide, three Network Operation Centers (“NOCs”), and seven R&D centers. Our products are sold to communication service providers, satellite operators, mobile network operators (“MNOs”), and system integrators that use satellite communications to serve enterprise, social inclusion solutions, government and residential users, MNOs and system integrators that use our technology. Our solutions and services are also sold to defense and homeland security organizations. In addition, we provide services directly to end-users in various market segments, including in certain countries in Latin America.



As of June 30, 2024, we operate in three operating segments, as follows:
 
Satellite Networks is focused on developing and supplying networks that are used as the platform that enables the latest satellite constellations of HTS, VHTS and NGSO opportunities worldwide. We provide advanced broadband satellite communication networks and associated professional services and comprehensive turnkey solutions and managed satellite network services solutions. Our customers are service providers, satellite operators, MNOs, Telcos, large enterprises, system integrators, defense, homeland security organizations, and governments worldwide. Principal applications include In-Flight-Connectivity, cellular backhaul, maritime, social inclusion solutions, government, defense and enterprise networks and are driving meaningful partnerships with satellite operators to leverage our technology and breadth of services to deploy and operate the ground-based satellite communication networks. Our product portfolio includes a leading satellite network platform with high-speed VSATs, high-performance on-the-move antennas, BUCs, and transceivers, as well as multi-band deployable Ku/Ka/X Earth Terminal, or DKET, terminals (a family of transportable terminal hubs), and durable, ultra-portable terminals for quick connectivity in remote locations.

Integrated Solutions is focused on developing, manufacturing, and supplying products and solutions for mission-critical defense and broadcast satellite communications systems, advanced on-the-move and on-the-pause satellite communications equipment, systems, and solutions, including airborne, ground-mobile satellite systems and solutions. The integrated solutions product portfolio comprises of leading high-efficiency, high-power SSPAs, BUCs and transceivers with a field-proven, high-performance variety of frequency bands. Our customers are satellite operators, In-Flight Connectivity service providers, defense and homeland security system integrators, NGSO satellite operators, and gateway integrators.

Network Infrastructure and Services is focused on telecom operation and implementation of large-scale network projects in Peru. We provide terrestrial (fiber optic and wireless network) and satellite network construction and operation. We serve our customers through technology integration, managed networks and services, connectivity services, internet access and telephony over our own networks. We implement projects using various technologies (including our equipment), mainly based on BOT and BOO contracts.

Acquisition of DataPath, Inc.

On March 8, 2023, we signed a definitive agreement to acquire 100% of the shares of DataPath, Inc. (“Datapath”), a US based expert systems integrator in trusted communications for the US DoD Military and Government sectors. We completed the acquisition in November 2023. See note 15 to our condensed interim consolidated financial statements included elsewhere in this filing.

Acquisition of Stellar Blu Solutions LLC

On June 17, 2024, we signed a definitive agreement to acquire 100% of Stellar Blu Solutions LLC., a U.S.-based leading avionics solution provider of next-generation SATCOM terminal solutions. The closing of the transaction is subject to certain regulatory approvals, including the receipt of clearance of the Committee on Foreign Investment in the United States (CFIUS), and other customary closing conditions. The acquisition is expected to close during the second half of 2024.



Conflict in Ukraine

The military conflict between Russia and Ukraine and the rising tensions between the U.S. and other countries, on the one hand, and Russia, on the other hand, caused major economic sanctions and export controls restrictions on Russia and various Russian entities were imposed by the U.S., European Union and the United Kingdom commencing February 2022 and additional sanctions and restrictions may be imposed in the future. These sanctions and restrictions restrict our business in Russia, which mainly includes exports to Russia, and may delay or prevent us from collecting funds and performing money transfers from Russia. While our business in Russia is limited in scope, these restrictions may cause a reduction in our sales and financial results. Accordingly, given the continuous war and the restrictions described, we decided to wind down our activities in the Russian market.  There is no assurance that negative developments in the area in the future will not disrupt our business and materially adversely affect it.

Conditions in Israel

Since October 7, 2023, Israel is under a war situation with Hamas and on other fronts. For further details, refer to Item 3.D. “Key Information – Risk Factors – Risks Related to Our Location in Israel” in our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 20, 2024.

The intensity and duration of Israel’s current war are difficult to predict, as are such war’s economic implications on our business and operations and on Israel's economy in general.

Explanation of Key Income Statement Items
 
Revenues

We generate revenues mainly from the sale of products (including construction of networks), satellite-based communications networks services and from providing connectivity, internet access and telephony services. We sell our products and services to enterprises, government and residential customers under large-scale contracts that utilize both our own networks and other networks that we install, mainly based on BOT and BOO contracts. These large‑scale contracts sometimes involve the installation of thousands of VSATs or construction of massive fiber-optic and wireless networks. Revenues from sale of products includes mainly the sale of VSATs, hubs, SSPAs, low-profile antennas on-the-move / on-the-pause terminals, and construction and installation of large-scale networks based on BOT and BOO contracts. Sale of services includes access to and communication via satellites (“space segment”), installation of equipment, telephone services, internet services, consulting, on-line network monitoring, network maintenance, field services and repair services. We sell our products primarily through our direct sales force and indirectly through resellers or system integrators.

Costs and Operating Expenses

Cost of revenues, for both products and services, primarily includes the cost of system design, equipment, including inventory write-off costs, satellite capacity, salaries and related costs, allocated overhead costs, depreciation and amortization, customer service, interconnection charges and third-party maintenance and installation.

Our research and development expenses, net of grants received, primarily consist of salaries and related costs, raw materials, subcontractor expenses, related depreciation costs and overhead allocated to research and development activities.

Our selling and marketing expenses consist primarily of salaries and related costs, commissions earned by sales and marketing personnel, commissions to agents, trade show expenses, promotional expenses and overhead costs allocated to selling and marketing activities, as well as depreciation expenses and travel costs.



Our general and administrative expenses consist primarily of salaries and related costs, allocated overhead costs, office supplies and administrative costs, credit losses, fees and expenses of our directors, depreciation, and professional service fees, including legal, insurance and audit fees, net of rental income.

Our other operating income, net, consist primarily of non-recurring incomes and expenses. For further details, see note 14 in our unaudited condensed interim consolidated financial statements, which appear elsewhere in this filing.

Our operating results are significantly affected by, among other things, the timing of contract awards and the performance of agreements. As a result, our revenues and income (loss) may fluctuate substantially from quarter to quarter, and we believe that comparisons over longer periods of time may be more meaningful. The nature of certain of our expenses is mainly fixed or partially fixed, and any fluctuation in revenues will generate a significant variation in gross profit and net income (loss).

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed interim consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (U.S. GAAP) requires us to make estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited condensed interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Main areas that require significant estimates and assumptions by us include contract costs, revenues (including variable consideration, determination of contracts duration, establishing stand-alone selling price for performance obligations) and profits or losses, application of percentage-of-completion accounting, provisions for uncollectible receivables and customer claims, impairment of inventories, impairment and useful life of long-lived assets, goodwill impairment, valuation allowance in respect of deferred tax assets, uncertain tax positions, accruals for estimated liabilities, including litigation and insurance reserves, contingent considerations and intangibles from business combination transaction and stock-based compensation. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Please refer to our discussion of critical accounting policies in our Annual Report on Form 20-F for the year ended December 31, 2023 for a discussion about those policies that we believe are the most important to the understanding of our financial condition and results of operations as such policies affect our more significant judgments and estimates used in the preparation of the financial information included in this interim report. Results for the six months ended June 30, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024 or future periods.



Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Revenues. Revenues for the six months ended June 30, 2024 and 2023 for our three operating segments were as follows:

   
Six Months Ended
         
Six Months Ended
 
   
June 30,
         
June 30,
 
 
 
2024
   
2023
         
2024
   
2023
 
 
 
U.S. dollars in thousands
   
Percentage change
   
Percentage of revenues
 
   
Unaudited
   
Unaudited
   
Unaudited
 
 
                             
Satellite Networks
   
97,378
     
74,273
     
31.1
%
   
63.8
%
   
58.7
%
Integrated Solutions
   
24,619
     
25,619
     
(3.9
)%
   
16.1
%
   
20.2
%
Network Infrastructure and Services
   
30,712
     
26,659
     
15.2
%
   
20.1
%
   
21.1
%
Total
   
152,709
     
126,551
     
20.7
%
   
100.0
%
   
100.0
%

Our total revenues for the six months ended June 30, 2024 and 2023 were $152.7 million and $126.6  million, respectively. The increase in the six months ended June 30, 2024 is attributable to an increase of $23.1 million in Satellite Networks revenues and $4.1 million in Network Infrastructure and Services revenues, partially offset by a decrease of $1.0 million in Integrated Solutions revenues.

The increase in our Satellite Networks segment's revenues in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 is mainly due to the acquisition of Datapath on November 2023, reflected in this segment starting that day, as well as increased revenues in the defense and NGSO markets.

The decrease in our Integrated Solutions segment revenues in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 is mainly due to the decreased volume of deliveries for the NGSO market, partially offset by an increase in revenues derived from defense market related customers and IFC.

The increase in our Network Infrastructure and Services segment revenues in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 is mainly attributable to higher construction revenues from a new project awarded to us at the end of 2023.



Gross profit. Gross profit and gross margin for the six months ended June 30, 2024 and 2023 for our three operating segments were as follows:

 
 
Six Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
 
 
 
2024
   
2023
   
2024
   
2023
 
   
U.S. dollars in thousands
   
Percentage of revenues
 
   
Unaudited
   
Unaudited
 
Satellite Networks
   
42,019
     
38,739
     
43.2
%
   
52.2
%
Integrated Solutions
   
6,285
     
7,511
     
25.5
%
   
29.3
%
Network Infrastructure and Services
   
6,323
     
3,971
     
20.6
%
   
14.9
%
                                 
Total
   
54,627
     
50,221
     
35.8
%
   
39.7
%

Our gross profit is affected period-to-period by revenues volume, the mix of our products sold, the mix of revenues between products and services, the regions in which we operate, the size of our transactions and the timing of when such transactions are consummated. Moreover, from time to time we may have large-scale projects which can cause material fluctuations in our gross profit. We recognize revenue from our construction performance obligations related to PRONATEL, mainly with respect to several regions in Peru, and other projects using the percentage-of-completion method, and as such any changes to our estimated profits in these projects may cause material fluctuations in our gross profit and gross margin. As such, we are subject to significant period-to-period fluctuations in our gross profit and gross margin.

Our gross profit margin decreased to 35.8% in the six months ended June 30, 2024 from 39.7% in the comparable period of 2023 due to decrease in the gross profit margin in the Satellite Networks and Integrated Solutions segments, partially offset by improved gross profit margin in our Network Infrastructure and Services segment.

The decrease in the Satellite Networks segment gross profit margin is mainly attributable to the acquisition of Datapath on November 2023, which typically has lower gross profit margins.

The decrease in the Integrated Solutions segment gross profit margin is mainly attributable to a less favorable revenue mix and lower revenue volume.

The increase in the Network Infrastructure and Services segment gross profit margin is mainly attributable to a favorable revenue mix and higher revenue volume from a new awarded project. In addition, we had higher construction costs in the six months ended June 30, 2023 following cost increases and delays in one of our projects in that period.



Operating expenses:

 
 
Six Months Ended
       
 
 
June 30,
       
 
 
2024
   
2023
       
 
 
U.S. dollars in thousands
   
Percentage change
 
   
Unaudited
   
Unaudited
 
 
                 
Operating expenses:
                 
Research and development expenses, net
   
18,547
     
19,003
     
(2.4)
%
Selling and marketing expenses
   
14,109
     
11,941
     
18.2
%
General and administrative expenses
   
14,514
     
9,155
     
58.5
%
Other operating income, net
   
(725
)
   
(2,340
)
   
(69.0)
%
Total operating expenses
   
46,445
     
37,759
     
23.0
%

   Research and development expenses, net, are incurred by our Satellite Networks and Integrated Solutions operating segments. Research and development expenses, net, decreased by approximately $0.5 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 mainly due to higher government development grants received in the six months ended June 30, 2024.

   Selling and marketing expenses increased by approximately $2.2 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase is mainly attributable to our newly acquired subsidiary, DataPath, as well as amortization of purchased intangibles related to this acquisition.

General and administrative expenses increased by approximately $5.4 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase is mainly attributable to our newly acquired subsidiary, DataPath, as well as expenses related to the Service Based Earn-Out and the Bonus Amount arising from this acquisition, as defined in Note 15 to our condensed interim consolidated financial statements included elsewhere in this filing.

Financial income (expenses), net were approximately $0.8 million income in the six months ended June 30, 2024 comparted to $0.7 million expenses in the six months ended June 30, 2023. The change is primarily attributable to the devaluation of financial instruments in the six months ended June 30, 2023 and higher interest income in the six months ended June 30, 2024, partially offset by exchange rate differences related to monetary assets and liabilities.

Taxes on income. Taxes on income are dependent upon where our profits are generated, such as the location and taxation of our subsidiaries as well as changes in deferred tax assets and liabilities and changes in valuation allowances attributable to changes in our profit estimates in different regions. In the six months ended June 30, 2024, we had tax expenses of approximately $2.7 million compared to tax expenses of approximately $1.8 million in the six months ended June 30, 2023. The increase is primarily related to the higher utilization of deferred tax assets in Israel.



Variability of Quarterly Operating Results

Our revenues and profitability may vary from quarter to quarter and in any given year, depending primarily on the sales mix of our family of products and the mix of the various components of the products, sale prices, and production costs, as well as on entering into new service contracts, the termination of existing service contracts, or different profitability levels between different service contracts. Sales of our products to a customer typically consist of numerous VSATs and related hub equipment, SSPAs, BUCs, and low-profile antennas, which carry varying sales prices and margins.

Annual and quarterly fluctuations in our results of operations may be caused by the timing and composition of orders by our customers and the timing of our ability to recognize revenues. Our future results may also be affected by a number of factors, including our ability to continue to develop, introduce and deliver new and enhanced products on a timely basis and expand into new product offerings at competitive prices, to integrate our recent acquisitions, to anticipate effectively customer demands and to manage future inventory levels in line with anticipated demand. Our results may also be affected by currency exchange rate fluctuations and economic conditions in the geographical areas in which we operate. In addition, our revenues may vary significantly from quarter to quarter as a result of, among other factors, the timing of new product announcements and releases by our competitors and us. We cannot be certain that revenues, gross profit and net income (or loss) in any particular quarter will not vary from the preceding or comparable quarters. Our expense levels are based, in part, on expectations as to future revenues. If revenues are below expectations, operating results are likely to be adversely affected. In addition, a substantial portion of our expenses are fixed (e.g., lease payments) and adjusting expenses in the event revenues drop unexpectedly often takes considerable time. As a result, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Due to all of the foregoing factors, it is possible that in some future quarters our revenues or operating results will be below the expectations of public market analysts or investors. In such event, the market price of our shares would likely be materially adversely affected.

Conditions in Israel

We are organized under the laws of the State of Israel, where we also maintain our headquarters and a material portion of our laboratory capacity and principal research and development facilities. See Item 3.D. “Key Information – Risk Factors – Risks Relating to Our Location in Israel”, included in our Annual Report on Form 20-F for the year ended December 31, 2023, for a description of governmental, economic, fiscal, monetary or political factors that have materially affected or could materially affect our operations.

Impact of Inflation and Currency Fluctuations

While most of our sales and service contracts are denominated in U.S. dollars or are linked to the U.S. dollar and most of our expenses are in U.S. dollars and NIS, portions of our projects in Latin America as well as our operations in Australia, Asia and Europe are linked to their respective local currencies. The foreign exchange risks are often significant due to fluctuations in local currencies relative to the U.S. dollar.

The influence on the U.S. dollar cost of our operations in Israel relates primarily to the cost of salaries in Israel, which are paid in NIS and constitute a substantial portion of our expenses in NIS. In the six months ended June 30, 2024, the U.S. dollar appreciated in relation to the NIS at a rate of approximately 3.6%, from NIS 3.63 per $1 on December 31, 2023 to NIS 3.76 per $1 on June 30, 2024. We entered into hedging agreements, to cover certain of our NIS to U.S. dollar exchange rate exposures.

The rate of inflation in Israel for the six months ended June 30, 2024 and June 30, 2023, was 2.1% and 1.86%, respectively.

Our monetary balances that are not linked to the U.S. dollar impacted our financial expenses during the six months ended June 30, 2024 and June 30, 2023, resulting in an approximately $0.4 million loss and $0.4 million income, respectively. This is due to fluctuations in currency rates in certain regions in which we do business, mainly in Israel, Latin America, and Europe. There can be no assurance that our results of operations will not be materially adversely affected by other currency fluctuations in the future.



Liquidity and Capital Resources
 
Since our inception, our financing requirements have been met through cash from funds generated by private equity investments, public offerings, issuances of convertible subordinated notes, bank loans and credit facilities, operations, as well as funding from research and development grants. We have used available funds primarily for working capital, capital expenditures and strategic investments.

As of June 30, 2024 and as of December 31, 2023, we had cash and cash equivalents and restricted cash of $94.8 million and $104.8 million, respectively. We believe that our working capital is sufficient for our present requirements.

As of June 30, 2024 our newly acquired subsidiary DataPath’s debt was approximately $2.1 million, comprised of long-term loan of $2.0 million and short-term debt of $0.1 million. The long-term loan consists of a loan received from DataPath’s former shareholders and which bears annual interest of 14%.

We guarantee our performance and, occasionally, advance payments to certain customers, mainly through bank guarantees and corporate guarantees. Guarantees are often required for our performance during the installation and operational periods. The guarantees typically expire when certain operational milestones are met.

Under our arrangements with HSBC and FIBI, we are required to observe certain conditions. As of June 30, 2024, we follow these conditions. Our credit and guarantee agreements also contain various restrictions and limitations that may impact us. These restrictions and limitations relate to incurrence of indebtedness, contingent obligations, negative pledges, liens, mergers and acquisitions, change of control, asset sales, dividends and distributions, redemption or repurchase of equity interests and certain debt payments. The agreements also stipulate a floating charge on our assets to secure the fulfillment of our obligations to FIBI and HSBC as well as other pledges, including a fixed pledge, on certain assets and property.

     The following table summarizes our cash flows for the periods presented:

   
Six months ended June 30,
 
   
2024
   
2023
 
   
U.S. dollars in thousands
 
   
Unaudited
 
Net cash provided by operating activities
   
692
     
8,217
 
Net cash used in investing activities          
   
(2,650
)
   
(6,556
)
Net cash used in financing activities          
   
(7,324
)
   
-
 
Effect of exchange rate changes on cash, cash equivalents and restricted cash
   
(718
)
   
(1,010
)
Net increase (decrease) in cash, cash equivalents and restricted cash          
   
(10,000
)
   
651
 
Cash, cash equivalents and restricted cash at beginning of the period          
   
104,751
     
87,145
 
Cash, cash equivalents and restricted cash at end of the period...
   
94,751
     
87,796
 



Our cash, cash equivalents and restricted cash decreased by $10 million during the six months ended June 30, 2024 as a result of the following:

Operating activities. cash provided by our operating activities was approximately $0.7 million in the six months ended June 30, 2024 compared to approximately $8.2 million in the six months ended June 30, 2023.  The decrease was primarily attributable to changes in working capital.

Investing activities. Cash used in investing activities was approximately $2.7 million in the six months ended June 30, 2024 compared to approximately $6.6 million in the six months ended June 30, 2023. The cash used in our investing activities in the six months ended June 30, 2024 and 2023 was for the purchase of property and equipment.

Financing activities. Cash used in financing activities was approximately $7.3 million in the six months ended June 30, 2024, and was primarily for repayment of credit facility. In the six months ended June 30, 2023 we did not use cash for our financing activities.


v3.24.2.u1
Document and Entity Information
6 Months Ended
Jun. 30, 2024
Document And Entity Information [Abstract]  
Entity Registrant Name Gilat Satellite Networks Ltd.
Entity Central Index Key 0000897322
Current Fiscal Year End Date --12-31
Document Type 6-K
Amendment Flag false
Document Period End Date Jun. 30, 2024
Document Fiscal Period Focus Q2
Document Fiscal Year Focus 2024
Entity Address, Address Line One Gilat House, Yegia Kapayim Street
Entity Address, Address Line Two Daniv Park, Kiryat Arye
Entity Address, City or Town Petah Tikva
Entity Address Country IL
Entity Address, Postal Zip Code 4913020
v3.24.2.u1
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
CURRENT ASSETS:    
Cash and cash equivalents $ 93,667 $ 103,961
Restricted cash 1,030 736
Trade receivables, (net of allowance for credit losses of $437 and $492 as of June 30, 2024 and December 31, 2023, respectively) 62,217 44,725
Contract assets 26,041 28,327
Inventories 36,774 38,525
Other current assets 20,016 24,299
Total current assets 239,745 240,573
LONG-TERM ASSETS:    
Restricted cash 54 54
Long-term contract assets 8,587 9,283
Severance pay funds 5,607 5,737
Deferred taxes 9,760 11,484
Operating lease right-of-use assets 4,910 5,105
Other long-term assets 8,120 9,544
Total long-term assets 37,038 41,207
PROPERTY AND EQUIPMENT, NET 71,168 74,315
INTANGIBLE ASSETS, NET 14,238 16,051
GOODWILL 54,740 54,740
Total assets 416,929 426,886
CURRENT LIABILITIES:    
Short-term debt 129 7,453
Trade payables 17,585 13,873
Accrued expenses 48,621 51,906
Advances from customers and deferred revenues 25,188 34,495
Operating lease liabilities 2,622 2,426
Other current liabilities 18,079 16,431
Total current liabilities 112,224 126,584
LONG-TERM LIABILITIES:    
Long-term loan 2,000 2,000
Accrued severance pay 6,467 6,537
Long-term advances from customers and deferred revenues 912 1,139
Operating lease liabilities 2,430 3,022
Other long-term liabilities 10,141 12,916
Total long-term liabilities 21,950 25,614
COMMITMENTS AND CONTINGENCIES  
SHAREHOLDERS' EQUITY:    
Share capital - Ordinary shares of NIS 0.2 par value: Authorized: 90,000,000 shares as of June 30, 2024 and December 31, 2023; Issued and outstanding: 57,017,032 and 57,016,086 shares as of June 30, 2024 and December 31, 2023, respectively 2,733 2,733
Additional paid-in capital 940,520 937,591
Accumulated other comprehensive loss (6,443) (5,315)
Accumulated deficit (654,055) (660,321)
Total shareholders' equity 282,755 274,688
Total liabilities and shareholders' equity $ 416,929 $ 426,886
v3.24.2.u1
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical)
$ in Thousands
Jun. 30, 2024
₪ / shares
Jun. 30, 2024
USD ($)
shares
Dec. 31, 2023
₪ / shares
Dec. 31, 2023
USD ($)
shares
Statement of Financial Position [Abstract]        
Trade receivables, allowance for credit losses | $   $ 437   $ 492
Ordinary shares, par value per share | ₪ / shares ₪ 0.2   ₪ 0.2  
Ordinary shares, shares authorized   90,000,000   90,000,000
Ordinary shares, shares issued   57,017,032   57,016,086
Ordinary shares, shares outstanding   57,017,032   57,016,086
v3.24.2.u1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenues:    
Total revenues $ 152,709 $ 126,551
Cost of revenues:    
Total cost of revenues 98,082 76,330
Gross profit 54,627 50,221
Operating expenses:    
Research and development expenses, net 18,547 19,003
Selling and marketing expenses 14,109 11,941
General and administrative expenses 14,514 9,155
Other operating income, net (725) (2,340)
Total operating expenses 46,445 37,759
Operating income 8,182 12,462
Financial income (expenses), net 779 (735)
Income before taxes on income 8,961 11,727
Taxes on income (2,695) (1,822)
Net income $ 6,266 $ 9,905
Earnings (losses) per share :    
Basic $ 0.11 $ 0.17
Diluted $ 0.11 $ (0.17)
Weighted average number of shares used in computing earnings (losses) per share:    
Basic 57,016,808 56,615,714
Diluted 57,016,808 56,622,204
Product [Member]    
Revenues:    
Total revenues $ 93,434 $ 81,832
Cost of revenues:    
Total cost of revenues 59,172 49,885
Service [Member]    
Revenues:    
Total revenues 59,275 44,719
Cost of revenues:    
Total cost of revenues $ 38,910 $ 26,445
v3.24.2.u1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]    
Net income $ 6,266 $ 9,905
Other comprehensive income (loss):    
Foreign currency translation adjustments (591) 264
Change in unrealized loss on hedging instruments, net (675) (1,596)
Less - reclassification adjustments for net loss realized on hedging instruments, net 138 1,224
Total other comprehensive loss (1,128) (108)
Comprehensive income $ 5,138 $ 9,797
v3.24.2.u1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($)
$ in Thousands
Ordinary shares [Member]
Additional paid-in capital [Member]
Accumulated other comprehensive loss [Member]
Accumulated deficit [Member]
Total
Balance at Dec. 31, 2022 $ 2,711 $ 932,086 $ (6,847) $ (683,825) $ 244,125
Balance, shares at Dec. 31, 2022 56,610,404        
Stock-based compensation of options $ 0 1,114 0 0 1,114
Exercise of stock options $ 0 [1] 0 [1] 0 0 0
Exercise of stock options, shares 11,264        
Comprehensive income (loss) $ 0 0 (108) 9,905 9,797
Balance at Jun. 30, 2023 $ 2,711 933,200 (6,955) (673,920) 255,036
Balance, shares at Jun. 30, 2023 56,621,668        
Balance at Dec. 31, 2023 $ 2,733 937,591 (5,315) (660,321) $ 274,688
Balance, shares at Dec. 31, 2023 57,016,086       57,016,086
Stock-based compensation of options $ 0 2,929 0 0 $ 2,929
Exercise of stock options $ 0 [1] 0 [1] 0 0 0
Exercise of stock options, shares 946        
Comprehensive income (loss) $ 0 0 (1,128) 6,266 5,138
Balance at Jun. 30, 2024 $ 2,733 $ 940,520 $ (6,443) $ (654,055) $ 282,755
Balance, shares at Jun. 30, 2024 57,017,032       57,017,032
[1] Represent an amount lower than $1
v3.24.2.u1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net income $ 6,266 $ 9,905
Adjustments required to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 7,333 6,222
Stock-based compensation [1] 3,888 1,114
Accrued severance pay, net 60 196
Deferred taxes, net 1,724 1,820
Decrease (increase) in trade receivables, net (17,734) 9,398
Decrease in contract assets 2,982 8,378
Decrease in other assets and other adjustments (including current, long-term and effect of exchange rate changes on cash, cash equivalents and restricted cash) 5,512 243
Decrease (increase) in inventories, net 974 (7,895)
Increase (decrease) in trade payables 3,579 (4,240)
Decrease in accrued expenses (2,229) (5,039)
Increase (decrease) in advances from customers and deferred revenues (9,486) 3,124
Decrease in other liabilities (2,177) (15,009)
Net cash provided by operating activities 692 8,217
Cash flows from investing activities:    
Purchase of property and equipment (2,650) (6,556)
Net cash used in investing activities (2,650) (6,556)
Cash flows from financing activities:    
Repayment of credit facility, net (7,453) 0
Repayments of short-term debts (1,340) 0
Proceeds from short-term debts 1,469 0
Net cash used in financing activities (7,324) 0
Effect of exchange rate changes on cash, cash equivalents and restricted cash (718) (1,010)
Increase (decrease) in cash, cash equivalents and restricted cash (10,000) 651
Cash, cash equivalents and restricted cash at the beginning of the period 104,751 87,145
Cash, cash equivalents and restricted cash at the end of the period (a) $ 94,751 $ 87,796
[1] Stock-based compensation for the six months ended June 30, 2024 including expenses related to business combination in the amount of $2,166 (see Note 15).
v3.24.2.u1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement of Cash Flows [Abstract]    
Cash and cash equivalents $ 93,667 $ 87,408
Restricted cash - Current 1,030 374
Restricted cash - Long-Term 54 14
Cash, cash equivalents and restricted cash 94,751 $ 87,796
Service Based Earn-Out and the Bonus Amount $ 2,166  
v3.24.2.u1
GENERAL
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GENERAL
NOTE 1: -
GENERAL
 
  a.
Organization:
 
Gilat Satellite Networks Ltd. and its subsidiaries (the "Company") is a leading global provider of satellite-based broadband communications. The Company designs and manufactures ground-based satellite communications equipment, and provides comprehensive secure end-to-end solutions, end-to-end services for mission-critical operations, powered by its innovative technology. The Company’s portfolio includes a cloud-based satellite network platform, Very Small Aperture Terminals ("VSATs"), amplifiers, high-speed modems, high-performance on-the-move antennas, and high efficiency, high power Solid State Power Amplifiers ("SSPAs"), Block Upconverters ("BUCs") and Transceivers, furthermore, following the acquisition of DataPath Inc. (see Note 1(e) and Note 15), the Company’s newly owned subsidiary, it’s portfolio also includes defense ground systems and field services. The Company’s comprehensive solutions support multiple applications with a full portfolio of products to address key applications including broadband internet access, cellular backhaul over satellite, enterprise, social inclusion solutions, In-Flight Connectivity, maritime, trains, defense and public safety, all while meeting the most stringent service level requirements. The Company also provides connectivity services, internet access and telephony, to enterprise, government and residential customers utilizing both its own networks, and other networks that it installs, mainly based on Build Operate Transfer ("BOT") and Build Own Operate ("BOO") contracts. In these projects, the Company builds telecommunication infrastructure typically using fiber-optic and wireless technologies for the broadband connectivity. The Company also provides managed network services over VSAT networks owned by others.
 
The Company was incorporated in Israel in 1987 and launched its first generation VSAT in 1989.
 
  b.
As of June 30, 2024, the Company operates in three operating segments consisting of Satellite Networks, Integrated Solutions and Network Infrastructure and Services. For additional information, including major customers, geographic and segment information, see Note 10.
 
  c.
The Company depends on major suppliers to supply certain components and services for the production of its products or providing services. If these suppliers fail to deliver or delay the delivery of the necessary components or services, the Company will be required to seek alternative sources of supply. A change in suppliers could result in product redesign, manufacturing delays or services delays which could cause a possible loss of sales and additional incremental costs and, consequently, could adversely affect the Company's results of operations and financial position.

 

  d.
The military conflict between Russia and Ukraine and the rising tensions between the U.S. and other countries, on the one hand, and Russia, on the other hand, caused major economic sanctions and export controls restrictions on Russia and various Russian entities were imposed by the U.S., European Union, and the United Kingdom commencing February 2022, and additional sanctions and restrictions may be imposed in the future. These sanctions and restrictions restrict the Company’s business in Russia, which mainly includes exports to Russia, and may delay or prevent the Company from collecting funds and performing money transfers from Russia. While the Company’s business in Russia is limited in scope, these restrictions may cause a reduction in the Company’s sales and financial results. Accordingly, given the continuous war and the restrictions described, the Company decided to wind down its activities in the Russian market. The costs associated with winding down our activities in the Russian market have been included in "Other operating income, net" and “Cost of revenues” in our Condensed Interim Consolidated Statements Of Income.  There is no assurance that negative developments in the area in the future will not disrupt the Company’s business and materially adversely affect it.
 
  e.
On March 8, 2023, the Company signed a definitive agreement to acquire 100% of the shares of DataPath Inc. (“DPI”), a U.S.-based expert systems integrator with a strong focus on the U.S. Department of Defense (DoD) and the U.S. government sectors. In November 2023, the Company completed the acquisition of DPI for an estimated purchase price consideration of $19,231.
 
The acquisition was accounted for by the purchase method of accounting, and, accordingly, the purchase price consideration has been allocated to the assets acquired and liabilities assumed (see Note 15).
 
  f.
On June 17, 2024, the Company signed a definitive agreement to acquire 100% of Stellar Blu Solutions LLC., a U.S.-based leading avionics solution provider of next-generation SATCOM terminal solutions. The closing of the transaction is subject to certain regulatory approvals, including the receipt of clearance of the Committee on Foreign Investment in the United States (CFIUS) and other customary closing conditions. The acquisition is expected to close during the second half of 2024.
v3.24.2.u1
SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES
NOTE 2: -
SIGNIFICANT ACCOUNTING POLICIES
 
  a.
Unaudited condensed interim consolidated financial statements:
 
The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information. In the opinion of management, the unaudited condensed interim consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the Company's condensed interim consolidated financial statements.
 
The balance sheets as of December 31, 2023 have been derived from the audited consolidated financial statements of the Company at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements.
 
The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2023 (the “Annual Financial Statements”), included in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") on March 20, 2024.
 
The significant accounting policies applied in the Company’s audited 2023 consolidated financial statements and notes thereto included in the Annual Report are applied consistently in these unaudited condensed interim consolidated financial statements. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.
 
  b.
Use of estimates:
 
The preparation of the unaudited condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited condensed interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
 
Main areas that require significant estimates and assumptions by the Company’s management include contract costs, revenues (including variable consideration, determination of contracts duration, establishing stand-alone selling price for performance obligations) and profits or losses, application of percentage-of-completion accounting, provisions for uncollectible receivables and customer claims, impairment of inventories, impairment and useful life of long-lived assets, goodwill impairment, valuation allowance in respect of deferred tax assets, uncertain tax positions, accruals for estimated liabilities, including litigation and insurance reserves, contingent considerations and intangibles from business combination transaction and stock-based compensation. Actual results could differ from those estimates.

 

  c.
Principles of consolidation:
 
The unaudited condensed interim consolidated financial statements include the accounts of Gilat Satellite Networks Ltd. and its subsidiaries in which the Company has a controlling voting interest. Inter-company balances and transactions have been eliminated upon consolidation.
 
  d.
Recently issued accounting pronouncements – not yet adopted:
 
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, which requires greater disaggregation of income tax disclosures. The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is evaluating the impacts of this guidance on the Company’s consolidated financial statements.
 
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires companies to enhance the disclosures about segment expenses. The new standard requires the disclosure of the Company’s Chief Operating Decision Maker (CODM), expanded incremental line-item disclosures of significant segment expenses used by the CODM for decision-making, and the inclusion of previous annual only segment disclosure requirements on a quarterly basis. This ASU should be applied retrospectively for fiscal years beginning after December 15, 2023, and early adoption is permitted. The Company is evaluating the impacts of this guidance on the Company’s consolidated financial statements.
v3.24.2.u1
INVENTORIES
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
INVENTORIES
NOTE 3:-
INVENTORIES
 
Inventories are comprised of the following:
 
 
 
June 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
   
Audited
 
             
Raw materials, parts and supplies
 
$
14,991
   
$
11,993
 
Work in progress and assembled raw materials
   
8,763
     
9,392
 
Finished products
   
13,020
     
17,140
 
                 
   
$
36,774
   
$
38,525
 
 
Inventory net write-offs amounted to $1,113 and $1,455 during the six months ended June 30, 2024 and 2023, respectively.
v3.24.2.u1
PROPERTY AND EQUIPMENT, NET
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET
NOTE 4:-
PROPERTY AND EQUIPMENT, NET
 
Property and equipment, net is comprised of the following:
 
   
June 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
   
Audited
 
Cost:
           
             
Buildings and land
  $
83,796
   
$
83,775
 
Computers, software and electronic equipment
   
65,508
     
64,262
 
Network equipment
   
39,230
     
39,473
 
Office furniture and equipment
   
4,102
     
4,108
 
Vehicles
   
299
     
299
 
Leasehold improvements
   
2,836
     
2,784
 
                 
     
195,771
     
194,701
 
Accumulated depreciation
   
124,603
     
120,386
 
                 
Depreciated cost
 
$
71,168
   
$
74,315
 
 
Depreciation expenses amounted to $5,393 and $6,122 during the six months ended June 30, 2024 and 2023, respectively.
 
The Company leases part of its buildings as office space to others. The gross income generated from such leases amounted to approximately $2,649 and $2,790 for the six months ended June 30, 2024 and 2023, respectively. These amounts do not include the corresponding offsetting expenses related to this income.
v3.24.2.u1
DEFERRED REVENUES
6 Months Ended
Jun. 30, 2024
Deferred Revenue [Abstract]  
DEFERRED REVENUES
NOTE 5:-
DEFERRED REVENUES
 
Deferred revenues as of June 30, 2024 and December 31, 2023 were $11,969 and $15,700, respectively, and primarily relate to revenues that are recognized over time for service contracts. Approximately $5,373 of the balance as of December 31, 2023 was recognized as revenues during the six months ended June 30, 2024.
 
The balance of deferred revenues approximates the aggregate amount of the billed and collected amount allocated to the unsatisfied performance obligations at the end of reporting period.
 
The aggregate estimated amount of the transaction price allocated to performance obligations from contracts with customers that have an original expected duration of more than one year and that are unsatisfied (or partially unsatisfied) as of June 30, 2024 is approximately $305,662. Such unsatisfied performance obligations, other than for large scale governmental projects (expected to be recognized over periods of approximately 5-11 years), principally relate to contracts in which the Company is committed to provide customer care services, extended warranty on equipment delivered to its customers or other services for an original period of more than one year.

 

The Company elected to use the exemption of not disclosing the prices allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period, that are part of contracts that have an original expected duration of one year or less.
v3.24.2.u1
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
NOTE 6:-
COMMITMENTS AND CONTINGENCIES
 
 

a.

Litigations:

 

  1.
In 2003, the Brazilian tax authority filed a claim against the Company’s inactive subsidiary in Brazil, SPC International Ltda., for the payment of taxes allegedly due from the subsidiary. After numerous hearings and appeals at various appellate levels in Brazil, the Supreme Court ruled against the subsidiary in final non-appealable decisions published in June 2017.
 
As of June 30, 2024, the total amount of this claim, including interest, penalties and legal fees is approximately $6,895, of which approximately $727 is the principal. The Brazilian tax authorities initiated foreclosure proceedings against the subsidiary and certain of its former managers. The foreclosure proceedings against the former managers were cancelled by court in a final and non-appealable decision issued in July 2017. While foreclosure and other collection proceedings are pending against the subsidiary, based on Brazilian external counsel’s opinion, the Company believes that the subsidiary has solid arguments to sustain its position that further collection proceedings and inclusion of any additional co-obligors in the tax foreclosure certificate are barred due to statute of limitation and that the foreclosure procedures cannot legally be redirected to other group entities and managers who were not initially cited in the foreclosure proceeding due to the passage of the statute of limitation. Accordingly, the Company believes that the chances that such redirection will lead to a loss recognition are remote.
 
  2.
In 2014, the Company’s Peruvian subsidiary, Gilat To Home Peru S.A. (“GTH”), initiated arbitration proceedings in Lima against the Ministry of Transport and Communications of Peru, (or MTC), and the Programa Nacional de Telecomunicaciones (or Pronatel). The arbitration was related to the Pronatel projects awarded to the Company in 2000-2001. Under these projects, GTH provided fixed public telephony services in rural areas of Peru. GTH’s main claim was related to damages caused by the promotion of mobile telephony in such areas by the Peruvian government in the years 2011-2015. In June 2018, the arbitration tribunal issued an arbitration award ordering MTC and Pronatel to pay GTH approximately $13,500. The arbitration award in favor of GTH was confirmed by the Peruvian Superior Court, which ordered MTC and Pronatel in November 2020 to pay the arbitration-award amount. Following the Superior Court’s decision, GTH has initiated collection procedures against MTC and Pronatel. In 2023, the first payment of approximately $3,213 was collected by GTH and was recognized as income under “Other operating income, net” in the condensed interim consolidated statements of income for the six months ended June 30, 2023. See Note 14.
 
  3.
In October 2019, GTH initiated additional arbitration proceedings against MTC and Pronatel based on similar grounds for the years 2015-2019. In June 2022, the arbitration tribunal issued an arbitration award ordering MTC and Pronatel to pay GTH approximately $15,000, In September 2022 MTC filed an annulment action against the award and in parallel, in October 2022 GTH initiated an enforcement process for collection of the awarded amount. The Company recognized an expense of $251, due to legal success fees, under “Other operating income, net” in the condensed interim consolidated statements of income for the six months ended June 30, 2023. See Note 14. Based on the advice of counsel, the Company believes that the chances of success of the proceedings seeking to annul the award are remote.
 
  4.
The Company is in the midst of different stages of audits and disputes with various tax authorities in different parts of the world. Further, the Company is the defendant in various other lawsuits, including employment-related litigation claims and may be subject to other legal proceedings in the normal course of its business. While the Company intends to defend the aforementioned matters vigorously, it believes that a loss in excess of its accrued liability with respect to these claims is not probable.

 

 

b.

Guarantees:

 
The Company guarantees its performance to, and, occasionally, advance payments from, certain of its customers, mainly through bank guarantees and corporate guarantees. Guarantees are often required for the Company’s performance during the installation and operational periods. The guarantees typically expire when certain operational milestones are met.
 
As of June 30, 2024, the aggregate amount of bank guarantees outstanding in order to secure the Company’s various obligations was approximately $78,300, including an aggregate of approximately $73,700 on behalf of its subsidiaries in Peru. In order to secure these guarantees the Company provided a floating charge on its assets as well as other pledges, including a fixed pledge, on certain assets and property. In addition, the Company has approximately $1,070 of restricted cash to secure some of those guarantees.
 
Under the arrangements with banks that provide credit line for guarantees, the Company is required to observe certain conditions. As of June 30, 2024, the Company follows these conditions. The Company’s credit and guarantee agreements also contain various restrictions and limitations that may impact the Company. These restrictions and limitations relate to incurrence of indebtedness, contingent obligations, negative pledges, liens, mergers and acquisitions, change of control, asset sales, dividends and distributions, redemption or repurchase of equity interests and certain debt payments. The agreements also stipulate a floating charge on Company’s assets to secure the fulfillment of Company’s obligations to banks as well as other pledges, including a fixed pledge, on certain assets and property.
 
All of the above guarantees are performance guarantees for the Company’s own performance, in accordance with ASC 460, “Guarantees” (“ASC 460”), such guarantees are excluded from the scope of ASC 460. The Company has not recorded any liability for such amounts, since the Company expects that its performance will be acceptable. To date, no guarantees have been exercised against the Company.
v3.24.2.u1
DERIVATIVE INSTRUMENTS
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE INSTRUMENTS
NOTE 7:-
DERIVATIVE INSTRUMENTS
 
The Company has entered into several foreign currency hedging contracts to protect against changes in value of forecasted foreign currency cash flows resulting from salaries and related payments that are denominated in NIS. These contracts were designated as cash flow hedges, as defined by ASC 815, as amended, are considered highly effective as hedges of these expenses and generally mature within twelve months.
 
The Company recognized losses related to derivative instruments, within payroll expenses, included under Cost of revenues and Operating expenses in the condensed interim consolidated statements of income of $138 and $1,224 for the six months ended June 30, 2024 and 2023, respectively. The notional amounts of hedging contracts were $23,970 and $24,267 as of June 30, 2024 and December 31, 2023, respectively.
 
The fair value of derivative instruments in the condensed interim consolidated balance sheets, which are presented under Other current assets, amounted to $143 and $680 as of June 30, 2024 and December 31, 2023, respectively.
 
The estimated net amount of the existing profit that is reported in accumulated other comprehensive loss as of June 30, 2024 that is expected to be reclassified into the condensed interim consolidated statement of income within the next twelve months is $143.
v3.24.2.u1
SHAREHOLDERS' EQUITY
6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS' EQUITY
NOTE 8:-
SHAREHOLDERS’ EQUITY
 
  a.
Share capital:
 
Ordinary shares confer upon their holders voting rights, the right to receive cash dividends and the right to share in excess assets upon liquidation of the Company.
 
  b.
Stock option plans:
 
Description of plans:
 
In October 2008, the Company’s Board of Directors adopted the 2008 Stock Incentive Plan (the “2008 Plan”) with 1,000,000 shares or stock options available for grant and a sub-plan to enable qualified optionees certain tax benefits under the Israeli Income Tax Ordinance. Among the incentives that may be adopted are stock options, performance share awards, performance share unit awards, restricted shares, RSUs awards and other stock-based awards. During the years commencing in 2010 and through June 30, 2024, the Company’s Board of Directors approved, in the aggregate, an increase of 10,466,761 shares to the number of shares available for grant under the 2008 Plan, bringing the total number of shares available for grant to 11,466,761. As of June 30, 2024, an aggregate of 82,875 shares were available for future grants under the 2008 Plan.
 
The options granted under the 2008 Plan during the six months ended June 30, 2024 have vesting restrictions, valuations and contractual lives in similar nature to those described in Note 11 of the Notes to the Company’s consolidated annual financial statements for the year ended December 31, 2023.
 
Options granted to employees and directors:
 
The fair value of the Company’s stock options granted in the six months ended June 30, 2024 and 2023 was estimated using the following weighted average assumptions:
 
 
Six months ended June 30,
 
2024
   
2023
         
Risk free interest
4.35% - 4.56%
   
3.57% - 4.08%
Dividend yields
0%
   
0%
Volatility
47.9% - 49.0%
   
52.77% - 53.71%
Expected term (in years)
3.83
   
3.88 – 3.92
 
A summary of employees’ and directors’ option balances under the 2008 Plan as of June 30, 2024 and changes during the six months then ended are as follows:
 
   
Number of options
   
Weighted-
average
exercise
price
   
Weighted-
average
remaining
contractual
term
(in years)
   
 
 
Aggregate
intrinsic value
(in thousands)
 
                         
Outstanding at January 1, 2024
   
5,679,775
   
$
6.9
     
4.2
   
$
817
 
Granted
   
280,000
   
$
5.8
                 
Exercised
   
(76,875
)
 
$
6.4
                 
Forfeited and cancelled
   
(337,875
)
 
$
10.5
                 
                                 
Outstanding as of June 30, 2024
   
5,545,025
   
$
6.7
     
4.0
   
$
-
 
                                 
Exercisable as of June 30, 2024
   
2,219,608
   
$
7.0
     
3.1
   
$
6
 
 
The weighted-average grant-date fair value of options granted during the six months ended June 30, 2024 and 2023 were $2.22 and $2.43, respectively. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on that date. These amounts changed based on the fair market value of the Company’s stock. Total intrinsic value of options exercised for the six months ended June 30, 2024 was $6.
 
  c.
During the six months ended June 30, 2024 and 2023, the stock-based compensation expenses, including with respect to the Service Based Earn-Out and the Bonus Amount as defined in Note 15, were recognized in the condensed interim consolidated statement of income in the following line items:
 
   
Six months ended
 
   
June 30,
 
   
2024
   
2023
 
             
Cost of revenue of products
 
$
136
   
$
76
 
Cost of revenue of services
   
164
     
94
 
Research and development expenses, net
   
356
     
312
 
Selling and marketing expenses
   
305
     
163
 
General and administrative expenses
   
2,927
     
469
 
                 
   
$
3,888
   
$
1,114
 
 
  d.
Dividends:
 
  1.
In the event that cash dividends are declared by the Company, such dividends will be declared and paid in Israeli currency. Under current Israeli regulations, any cash dividend paid in Israeli currency in respect of ordinary shares purchased by non-residents of Israel with non-Israeli currency, may be freely repatriated in such non-Israeli currency, at the exchange rate prevailing at the time of repatriation.
 
  2.
The Company has not adopted a policy regarding the distribution of dividends.
 
  3.
Pursuant to the terms of a bank agreement, the Company is restricted from paying cash dividends to its shareholders without initial approval from the bank.
v3.24.2.u1
OTHER COMPREHENSIVE INCOME (LOSS)
6 Months Ended
Jun. 30, 2024
Comprehensive Income [Abstract]  
OTHER COMPERHENSIVE INCOME (LOSS)
NOTE 9:-
OTHER COMPERHENSIVE INCOME (LOSS)
 
The following table shows the changes of accumulated other comprehensive loss, for the six months ended June 30, 2024:
 
   
Six months ended
June 30, 2024
 
   
Foreign
currency
translation
adjustments
   
Unrealized
losses on
cash flow
hedges
   
Total
 
                   
Beginning balance
 
$
(5,995
)
 
$
680
   
$
(5,315
)
                         
Other comprehensive loss before reclassifications
   
(591
)
   
(675
)
   
(1,266
)
Amounts reclassified from accumulated other comprehensive loss
   
-
     
138
     
138
 
                         
Net current-period other comprehensive loss
   
(591
)
   
(537
)
   
(1,128
)
                         
Ending balance
 
$
(6,586
)
 
$
143
   
$
(6,443
)
v3.24.2.u1
CUSTOMERS, GEOGRAPHIC AND SEGMENT INFORMATION
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
CUSTOMERS, GEOGRAPHIC AND SEGMENT INFORMATION
NOTE 10:-
CUSTOMERS, GEOGRAPHIC AND SEGMENT INFORMATION
 
  a.
The Company applies ASC 280, “Segment Reporting” (“ASC 280”). Operating segments are defined as components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker ("CODM"). The CODM is the Company’s Chief Executive Officer. The Company’s CODM does not regularly review asset information by segments and, therefore, the Company does not report asset information by segment.
 
  b.
The Company operates in three operating segments, as follows:
 
 
Satellite Networks is focused on developing and supplying networks that are used as the platform that enables the latest satellite constellations of HTS, VHTS and NGSO opportunities worldwide. The segment provides advanced broadband satellite communication networks and associated professional services and comprehensive turnkey solutions and managed satellite network services solutions. Segment’s customers are service providers, satellite operators, MNOs, Telcos, large enterprises, system integrators, defense, homeland security organizations and governments worldwide. Principal applications include In-Flight Connectivity, cellular backhaul, maritime, social inclusion solutions, government, defense and enterprise networks and are driving meaningful partnerships with satellite operators to leverage the segment’s technology and breadth of services to deploy and operate the ground-based satellite communication networks. The segment’s product portfolio includes a leading satellite network platform with high-speed VSATs, high performance on-the-move antennas, BUCs and transceivers, as well as multi-band deployable Ku/Ka/X Earth Terminal, or DKET terminals (a family of transportable terminal hubs), and durable, ultra-portable terminals for quick connectivity in remote locations.
 
 
Integrated Solutions is focused on developing, manufacturing and supplying products and solutions for mission-critical defense and broadcast satellite communications systems, advanced on-the-move and on-the-pause satellite communications equipment, systems and solutions, including airborne, ground-mobile satellite systems and solutions. The integrated solutions product portfolio comprises of leading high-efficiency, high-power SSPAs, BUCs and transceivers with a field-proven, high-performance variety of frequency bands. The segment’s customers are satellite operators, In-Flight Connectivity service providers, defense and homeland security system integrators, and NGSO satellite operators, and gateway integrators.
 
 
Network Infrastructure and Services is focused on telecom operation and implementation of large-scale network projects in Peru. The segment provides terrestrial (fiber optic and wireless network) and satellite network construction and operation. The segment serves the Company’s customers through technology integration, managed networks and services, connectivity services, internet access and telephony over the segment’s networks. The segment implements projects using various technologies (including the Company’s equipment), mainly based on BOT and BOO contracts.

 

  c.
Information on the reportable operating segments:
 
  1.
The measurement of operating income (loss) in the reportable operating segments is based on the same accounting principles applied in these condensed interim consolidated financial statements and includes certain corporate overhead allocations.
 
  2.
Financial information relating to reportable operating segments:
 
   
Six months ended
June 30, 2024
 
   
Satellite Networks
   
Integrated
Solutions
   
Network
Infrastructure and Services *)
   
Total
 
                         
Revenues
 
$
97,378
   
$
24,619
   
$
30,712
   
$
152,709
 
                                 
Operating income (loss)
   
8,459
     
(1,906
)
   
1,629
     
8,182
 
Financial income, net
                           
779
 
Income before taxes on income
                           
8,961
 
Taxes on income
                           
(2,695
)
Net income
                           
6,266
 
                                 
Depreciation and amortization
Expenses
 
$
4,817
   
$
1,419
   
$
1,097
   
$
7,333
 
 
   
Six months ended
June 30, 2023
 
   
Satellite Networks
   
Integrated
Solutions
   
Network
Infrastructure and Services *)
   
Total
 
                         
Revenues
 
$
74,273
   
$
25,619
   
$
26,659
   
$
126,551
 
                                 
Operating income (loss)
   
11,206
     
(1,457
)
   
2,713
     
12,462
 
Financial expenses, net
                           
(735
)
Income before taxes on income
                           
11,727
 
Taxes on income
                           
(1,822
)
Net income
                           
9,905
 
                                 
Depreciation and amortization
Expenses
 
$
2,706
   
$
1,622
   
$
1,894
   
$
6,222
 
 
  *)
During the six months ended June 30, 2024 and June 30, 2023, the Company recognized revenues from construction performance obligations in the amount of $11,059 and $5,558, respectively, which are presented under Network Infrastructure and Services operating segment.
 
  d.
Geographic information:
 
Revenues attributed to geographic areas, based on the location of the end customers and in accordance with ASC 280, are as follows:
 
   
Six months ended
 
   
June 30,
 
   
2024
   
2023
 
             
United States
 
$
61,672
   
$
55,582
 
Peru
   
30,740
     
26,766
 
Israel
   
8,000
     
1,793
 
Others
   
52,297
     
42,410
 
                 
   
$
152,709
   
$
126,551
 
 
  e.
The table below represents the revenues from major customers and their operating segments:
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Customer A – Network Infrastructure and Services
   
17
%
   
15
%
Customer B – Satellite Networks
   
13
%
   
*
)
Customer C – Satellite Networks
   
*
)
   
20
%
 
*) Less than 10%
 
Customer A is located in Peru, Customer B is located in the European Union and customer C is located in the United States of America.
v3.24.2.u1
TAXES ON INCOME
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES
NOTE 11:-
TAXES ON INCOME
 
The Company’s six months tax provision and estimates of its annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, tax law developments, as well as non-deductible expenses, such as share-based compensation, and changes in its valuation allowance. Taxes on income were $2,695 and $1,822 for the six months ended June 30, 2024 and 2023, respectively. Taxes on income for the six months ended June 30, 2024 were primarily related to the Company’s utilization of deferred tax assets in Israel.
v3.24.2.u1
EARNINGS PER SHARE
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
NOTE 12:-
EARNINGS PER SHARE
 
The following table sets forth the computation of basic and diluted earnings per share:
 
  1.
Numerator:
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Net income available to holders of ordinary shares
 
$
6,266
   
$
9,905
 
 
  2.
Denominator:
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Weighted average number of shares
   
57,016,808
     
56,615,714
 
Add – stock options
   
-
     
6,490
 
Denominator for diluted earnings per share – adjusted weighted average shares assuming exercise of stock options
   
57,016,808
     
56,622,204
 
 
The total number of potential shares related to the outstanding options excluded from the calculations of diluted earnings per share, as they would have been anti-dilutive, were 5,545,025 and 3,821,128 for the six months ended June 30, 2024 and 2023, respectively.
v3.24.2.u1
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION
6 Months Ended
Jun. 30, 2024
Supplementary Consolidated Balance Sheets Information [Abstract]  
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION
NOTE 13:-
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION
 
  a.
Other current assets:
 
   
June 30,
2024
   
December 31,
2023
 
   
Unaudited
   
Audited
 
             
Governmental authorities *)
 
$
3,512
   
$
3,186
 
Prepaid expenses
   
6,509
     
6,227
 
Deferred charges
   
4,153
     
8,320
 
Advance payments to suppliers
   
3,054
     
3,716
 
Other
   
2,788
     
2,850
 
                 
     
20,016
   
$
24,299
 
 
*) Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") the Company was eligible for a refundable Employee Retention Credit subject to certain criteria. As of December 31, 2023, the Company had a $952 receivable balance from the United States government related to the CARES Act. During the six months ended June 30, 2024 the entire outstanding amount was collected by the Company.
 
  b.
Other current liabilities:
 
   
June 30,
2024
   
December 31,
2023
 
   
Unaudited
   
Audited
 
             
Payroll and related employee accruals
 
$
14,374
   
$
14,017
 
Governmental authorities
   
1,842
     
2,301
 
Holdback Amount (see Note 15)
   
582
     
-
 
Deferred rent
   
1,128
     
-
 
Other
   
153
     
113
 
                 
   
$
18,079
   
$
16,431
 
 
  c.
Credit facility:
 
   
Interest rate
   
Maturity
   
June 30,
2024
 
                   
Credit facility from bank
 
U.S. Prime Plus 2.25%
    2024    
$
-
 
                         
As of December 31, 2023, one of the Company’s subsidiaries had a revolving credit facility agreement with a U.S. based bank. During the six months ended June 30, 2024, the entire credit facility from bank was repaid.
 
 
d.
Long-term loan:
 
   
Interest rate
   
Maturity
   
June 30,
2024
 
                   
Other loan
 
14%
 
  2026    
$
2,000
 
                         
One of the Company’s subsidiaries has a loan agreement with one of its former shareholders.
 
 
e.
Other long-term liabilities:
 
   
June 30,
2024
   
December 31,
2023
 
   
Unaudited
   
Audited
 
             
Earn-Out Consideration, Holdback Amount and Bonus Amount (see Note 15)
 
$
9,441
   
$
11,982
 
Other
   
700
     
934
 
                 
     
10,141
   
$
12,916
 
v3.24.2.u1
OTHER OPERATING INCOME, NET
6 Months Ended
Jun. 30, 2024
Other Income and Expenses [Abstract]  
OTHER OPERATING INCOME, NET
NOTE 14:-
OTHER OPERATING INCOME, NET
 
Other operating income, net is comprised of the following:
 
   
Six months ended
 
   
June 30,
 
   
2024
   
2023
 
             
Mergers and acquisitions related expenses
 
$
2,274
   
$
622
 
Income from arbitrations, net
   
(748
)
   
(2,962
)
Others, net
   
(2,251
)
   
-
 
                 
   
$
(725
)
   
(2,340
)
v3.24.2.u1
BUSINESS COMBINATION
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATION
NOTE 15:-
BUSINESS COMBINATION
 
In November 2023, the Company acquired DPI, a U.S. based expert systems integrator with a strong focus on the U.S. Department of Defense and the U.S. government sectors. In accordance with the acquisition method of accounting, the total estimated purchase price consideration for the DPI acquisition was $19,231, subject to working capital adjustments. For further details, see Note 17 in the Annual Financial Statements.
 
Under the preliminary purchase price consideration allocation, the Company allocated the purchase price consideration to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values (with the exception of exceptions in the purchase method such as contract assets, lease liabilities and assets, tax balances etc.), which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the acquisition. Such estimates are subject to change during the measurement period which is limited to up to one year from the acquisition date. Any adjustments to the preliminary purchase price consideration allocation identified during the measurement period will be recognized in the period in which the adjustments are determined.
 
The total purchase price consideration for the acquisition was $19,231, comprising:
 
  i.
A closing payment totaling $2,461, made through the issuance of ordinary shares;
  ii.
A deferred payment of $820 in ordinary shares, set to be issued as per the terms outlined in the purchase agreement (“Holdback Amount”);
  iii.
$4,787 cash paid by the Company to partially settle DPI's outstanding debt and transaction costs; and
  iv.
$11,163 Contingent earn-out payments, to be settled using the Company's ordinary shares (“Earn-out Consideration”).
 
The Earn-out Consideration, contingent upon DPI's financial performance for the years ending December 31, 2024, 2025, and 2026, has a maximum potential issuance of 2,419,755 of the Company’s ordinary shares.
 
Additionally, the Company has committed to issuing up to 705,245 of the Company’s ordinary shares over approximately three years post-acquisition, contingent on continued service and achieving specified financial results (“Service Based Earn-Out”), alongside a potential one-time bonus of $9,000 payable in the Company’s ordinary shares or cash (“Bonus Amount”) if all earn-outs are fully achieved. During the six months ended June 30, 2024, the Company has partially amended the Bonus Amount conditions under the purchase agreement with the former shareholders of DPI, modifying it to an amount in the range of $2,000-$9,000, conditioned upon meeting certain financial results.
 
For the six months ended June 30, 2024, the Company recognized $2,166 of expenses related to the Service Based Earn-Out and the Bonus Amount.
 
As of June 30, 2024, there was $8,206 of unrecognized compensation cost related to the Service Based Earn-Out and the Bonus Amount. This amount is expected to be recognized over a period of two and a half years.
 
The Company is evaluating the impact of potential synergies across its reporting units and, as a result, have not allocated goodwill to its other reporting units as of June 30, 2024. The Company will complete its evaluation and allocate goodwill, as applicable, by the end of the measurement period.
v3.24.2.u1
FAIR VALUE MEASURMENTS
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASURMENTS
NOTE 16:-
FAIR VALUE MEASURMENTS
 
The Company measured the Holdback Amount fair value by multiplying the closing market share price of the Company in the held-back number of ordinary shares and classified it within Level 1. Hedging contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. The Earn-Out Consideration is classified within Level 3, as this liability is valued using valuation techniques.
 
In 2022, the Company invested in a convertible debt of a Canadian company. The Company has elected to measure the convertible debt at fair value with changes in fair value recognized in finance income (expenses), net in the condensed interim consolidated statement of income. The fair value of the convertible debt is classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. As of June 30, 2024 and December 31, 2023, the fair value of the convertible debt was determined to be zero. The Company recorded a loss in the amounts of $0 and $1,396 for the six months ended June 30, 2024 and 2023, respectively, related to the revaluation of the convertible debt.
 
   
June 30, 2024
 
   
Unaudited
 
   
Fair value measurements using input type
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Derivative assets
   
-
     
143
     
-
     
143
 
                                 
Total financial assets
 
$
-
   
$
143
   
$
-
   
$
143
 
                                 
Liabilities:
                               
Holdback Amount
   
582
     
-
     
-
     
582
 
Earn-Out Consideration
   
-
     
-
     
8,123
     
8,123
 
                                 
Total financial liabilities
 
$
582
   
$
-
   
$
8,123
   
$
8,705
 
 
   
December 31, 2023
 
   
Audited
 
   
Fair value measurements using input type
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Derivative assets
   
-
     
680
     
-
     
680
 
                                 
Total financial assets
 
$
-
   
$
680
   
$
-
   
$
680
 
                                 
Liabilities:
                               
Holdback Amount
   
795
     
-
     
-
     
795
 
Earn-Out Consideration
   
-
     
-
     
10,826
     
10,826
 
                                 
Total financial liabilities
 
$
795
   
$
-
   
$
10,826
   
$
11,621
 
 
The table below presents the changes in the Earn-Out Consideration which was classified as Level 3 and measured at fair value on a recurring basis, in the six months ended June 30, 2024:
 
Fair value at the beginning of the period
 
$
10,826
 
Income from changes in fair value
   
(2,703
)
Fair value at the end of the period
 
$
8,123
 
 
The Company estimated the fair value of the Earn-out Consideration by utilizing a Monte Carlo simulation. The significant assumptions used in the model mainly relate to the projected revenues and adjusted EBITDA in the forecasted years, including revenue growth rate range of 15.2%-28.3% and adjusted EBITDA margin range of 4.2%-16.9%. Changes in the Earn-out Consideration’s fair value were recorded in the condensed interim consolidated statements of income for the six months ended June 30, 2024 under Other operating income, net.
v3.24.2.u1
SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Unaudited condensed interim consolidated financial statements
  a.
Unaudited condensed interim consolidated financial statements:
 
The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information. In the opinion of management, the unaudited condensed interim consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the Company's condensed interim consolidated financial statements.
 
The balance sheets as of December 31, 2023 have been derived from the audited consolidated financial statements of the Company at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements.
 
The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2023 (the “Annual Financial Statements”), included in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") on March 20, 2024.
 
The significant accounting policies applied in the Company’s audited 2023 consolidated financial statements and notes thereto included in the Annual Report are applied consistently in these unaudited condensed interim consolidated financial statements. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.
Use of estimates:
  b.
Use of estimates:
 
The preparation of the unaudited condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited condensed interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
 
Main areas that require significant estimates and assumptions by the Company’s management include contract costs, revenues (including variable consideration, determination of contracts duration, establishing stand-alone selling price for performance obligations) and profits or losses, application of percentage-of-completion accounting, provisions for uncollectible receivables and customer claims, impairment of inventories, impairment and useful life of long-lived assets, goodwill impairment, valuation allowance in respect of deferred tax assets, uncertain tax positions, accruals for estimated liabilities, including litigation and insurance reserves, contingent considerations and intangibles from business combination transaction and stock-based compensation. Actual results could differ from those estimates.
Principles of consolidation:
  c.
Principles of consolidation:
 
The unaudited condensed interim consolidated financial statements include the accounts of Gilat Satellite Networks Ltd. and its subsidiaries in which the Company has a controlling voting interest. Inter-company balances and transactions have been eliminated upon consolidation.
Recently issued accounting pronouncements – not yet adopted
  d.
Recently issued accounting pronouncements – not yet adopted:
 
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, which requires greater disaggregation of income tax disclosures. The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is evaluating the impacts of this guidance on the Company’s consolidated financial statements.
 
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires companies to enhance the disclosures about segment expenses. The new standard requires the disclosure of the Company’s Chief Operating Decision Maker (CODM), expanded incremental line-item disclosures of significant segment expenses used by the CODM for decision-making, and the inclusion of previous annual only segment disclosure requirements on a quarterly basis. This ASU should be applied retrospectively for fiscal years beginning after December 15, 2023, and early adoption is permitted. The Company is evaluating the impacts of this guidance on the Company’s consolidated financial statements.
v3.24.2.u1
INVENTORIES (Tables)
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory
 
 
June 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
   
Audited
 
             
Raw materials, parts and supplies
 
$
14,991
   
$
11,993
 
Work in progress and assembled raw materials
   
8,763
     
9,392
 
Finished products
   
13,020
     
17,140
 
                 
   
$
36,774
   
$
38,525
 
v3.24.2.u1
PROPERTY AND EQUIPMENT, NET (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
   
June 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
   
Audited
 
Cost:
           
             
Buildings and land
  $
83,796
   
$
83,775
 
Computers, software and electronic equipment
   
65,508
     
64,262
 
Network equipment
   
39,230
     
39,473
 
Office furniture and equipment
   
4,102
     
4,108
 
Vehicles
   
299
     
299
 
Leasehold improvements
   
2,836
     
2,784
 
                 
     
195,771
     
194,701
 
Accumulated depreciation
   
124,603
     
120,386
 
                 
Depreciated cost
 
$
71,168
   
$
74,315
 
v3.24.2.u1
SHAREHOLDERS' EQUITY (Tables)
6 Months Ended
Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Schedule of Assumptions Used to Estimate Fair Value
 
Six months ended June 30,
 
2024
   
2023
         
Risk free interest
4.35% - 4.56%
   
3.57% - 4.08%
Dividend yields
0%
   
0%
Volatility
47.9% - 49.0%
   
52.77% - 53.71%
Expected term (in years)
3.83
   
3.88 – 3.92
Schedule of Stock Option Activity
   
Number of options
   
Weighted-
average
exercise
price
   
Weighted-
average
remaining
contractual
term
(in years)
   
 
 
Aggregate
intrinsic value
(in thousands)
 
                         
Outstanding at January 1, 2024
   
5,679,775
   
$
6.9
     
4.2
   
$
817
 
Granted
   
280,000
   
$
5.8
                 
Exercised
   
(76,875
)
 
$
6.4
                 
Forfeited and cancelled
   
(337,875
)
 
$
10.5
                 
                                 
Outstanding as of June 30, 2024
   
5,545,025
   
$
6.7
     
4.0
   
$
-
 
                                 
Exercisable as of June 30, 2024
   
2,219,608
   
$
7.0
     
3.1
   
$
6
 
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]
   
Six months ended
 
   
June 30,
 
   
2024
   
2023
 
             
Cost of revenue of products
 
$
136
   
$
76
 
Cost of revenue of services
   
164
     
94
 
Research and development expenses, net
   
356
     
312
 
Selling and marketing expenses
   
305
     
163
 
General and administrative expenses
   
2,927
     
469
 
                 
   
$
3,888
   
$
1,114
 
v3.24.2.u1
OTHER COMPREHENSIVE INCOME (LOSS) (Tables)
6 Months Ended
Jun. 30, 2024
Comperhensive Income Tables Abstract  
Schedule of Accumulated Other Comprehensive Loss
   
Six months ended
June 30, 2024
 
   
Foreign
currency
translation
adjustments
   
Unrealized
losses on
cash flow
hedges
   
Total
 
                   
Beginning balance
 
$
(5,995
)
 
$
680
   
$
(5,315
)
                         
Other comprehensive loss before reclassifications
   
(591
)
   
(675
)
   
(1,266
)
Amounts reclassified from accumulated other comprehensive loss
   
-
     
138
     
138
 
                         
Net current-period other comprehensive loss
   
(591
)
   
(537
)
   
(1,128
)
                         
Ending balance
 
$
(6,586
)
 
$
143
   
$
(6,443
)
v3.24.2.u1
CUSTOMERS, GEOGRAPHIC AND SEGMENT INFORMATION (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Financial Data for Reportable Operating Segments
   
Six months ended
June 30, 2024
 
   
Satellite Networks
   
Integrated
Solutions
   
Network
Infrastructure and Services *)
   
Total
 
                         
Revenues
 
$
97,378
   
$
24,619
   
$
30,712
   
$
152,709
 
                                 
Operating income (loss)
   
8,459
     
(1,906
)
   
1,629
     
8,182
 
Financial income, net
                           
779
 
Income before taxes on income
                           
8,961
 
Taxes on income
                           
(2,695
)
Net income
                           
6,266
 
                                 
Depreciation and amortization
Expenses
 
$
4,817
   
$
1,419
   
$
1,097
   
$
7,333
 
 
   
Six months ended
June 30, 2023
 
   
Satellite Networks
   
Integrated
Solutions
   
Network
Infrastructure and Services *)
   
Total
 
                         
Revenues
 
$
74,273
   
$
25,619
   
$
26,659
   
$
126,551
 
                                 
Operating income (loss)
   
11,206
     
(1,457
)
   
2,713
     
12,462
 
Financial expenses, net
                           
(735
)
Income before taxes on income
                           
11,727
 
Taxes on income
                           
(1,822
)
Net income
                           
9,905
 
                                 
Depreciation and amortization
Expenses
 
$
2,706
   
$
1,622
   
$
1,894
   
$
6,222
 
 
  *)
During the six months ended June 30, 2024 and June 30, 2023, the Company recognized revenues from construction performance obligations in the amount of $11,059 and $5,558, respectively, which are presented under Network Infrastructure and Services operating segment.
Schedule of Revenue by Geographic Area
   
Six months ended
 
   
June 30,
 
   
2024
   
2023
 
             
United States
 
$
61,672
   
$
55,582
 
Peru
   
30,740
     
26,766
 
Israel
   
8,000
     
1,793
 
Others
   
52,297
     
42,410
 
                 
   
$
152,709
   
$
126,551
 
Schedule of Revenue from Major Customers
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Customer A – Network Infrastructure and Services
   
17
%
   
15
%
Customer B – Satellite Networks
   
13
%
   
*
)
Customer C – Satellite Networks
   
*
)
   
20
%
 
*) Less than 10%
v3.24.2.u1
EARNINGS PER SHARE (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share
 
  1.
Numerator:
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Net income available to holders of ordinary shares
 
$
6,266
   
$
9,905
 
 
  2.
Denominator:
 
   
Six months ended
June 30,
 
   
2024
   
2023
 
             
Weighted average number of shares
   
57,016,808
     
56,615,714
 
Add – stock options
   
-
     
6,490
 
Denominator for diluted earnings per share – adjusted weighted average shares assuming exercise of stock options
   
57,016,808
     
56,622,204
 
v3.24.2.u1
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION (Tables)
6 Months Ended
Jun. 30, 2024
Supplementary Consolidated Balance Sheets Information [Abstract]  
Schedule of Other Current Assets
   
June 30,
2024
   
December 31,
2023
 
   
Unaudited
   
Audited
 
             
Governmental authorities *)
 
$
3,512
   
$
3,186
 
Prepaid expenses
   
6,509
     
6,227
 
Deferred charges
   
4,153
     
8,320
 
Advance payments to suppliers
   
3,054
     
3,716
 
Other
   
2,788
     
2,850
 
                 
     
20,016
   
$
24,299
 
Schedule of Other Current Liabilities
   
June 30,
2024
   
December 31,
2023
 
   
Unaudited
   
Audited
 
             
Payroll and related employee accruals
 
$
14,374
   
$
14,017
 
Governmental authorities
   
1,842
     
2,301
 
Holdback Amount (see Note 15)
   
582
     
-
 
Deferred rent
   
1,128
     
-
 
Other
   
153
     
113
 
                 
   
$
18,079
   
$
16,431
 
Schedule of Line of Credit Facilities
   
Interest rate
   
Maturity
   
June 30,
2024
 
                   
Credit facility from bank
 
U.S. Prime Plus 2.25%
    2024    
$
-
 
                         
Schedule of Long-Term Loan
   
Interest rate
   
Maturity
   
June 30,
2024
 
                   
Other loan
 
14%
 
  2026    
$
2,000
 
                         
Schedule of Other Long-Term Liabilities
   
June 30,
2024
   
December 31,
2023
 
   
Unaudited
   
Audited
 
             
Earn-Out Consideration, Holdback Amount and Bonus Amount (see Note 15)
 
$
9,441
   
$
11,982
 
Other
   
700
     
934
 
                 
     
10,141
   
$
12,916
 
v3.24.2.u1
OTHER OPERATING INCOME, NET (Tables)
6 Months Ended
Jun. 30, 2024
Other Income and Expenses [Abstract]  
Schedule of Other Operating Income
   
Six months ended
 
   
June 30,
 
   
2024
   
2023
 
             
Mergers and acquisitions related expenses
 
$
2,274
   
$
622
 
Income from arbitrations, net
   
(748
)
   
(2,962
)
Others, net
   
(2,251
)
   
-
 
                 
   
$
(725
)
   
(2,340
)
v3.24.2.u1
FAIR VALUE MEASURMENTS (Tables)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value Measurements Input
   
June 30, 2024
 
   
Unaudited
 
   
Fair value measurements using input type
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Derivative assets
   
-
     
143
     
-
     
143
 
                                 
Total financial assets
 
$
-
   
$
143
   
$
-
   
$
143
 
                                 
Liabilities:
                               
Holdback Amount
   
582
     
-
     
-
     
582
 
Earn-Out Consideration
   
-
     
-
     
8,123
     
8,123
 
                                 
Total financial liabilities
 
$
582
   
$
-
   
$
8,123
   
$
8,705
 
 
   
December 31, 2023
 
   
Audited
 
   
Fair value measurements using input type
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Derivative assets
   
-
     
680
     
-
     
680
 
                                 
Total financial assets
 
$
-
   
$
680
   
$
-
   
$
680
 
                                 
Liabilities:
                               
Holdback Amount
   
795
     
-
     
-
     
795
 
Earn-Out Consideration
   
-
     
-
     
10,826
     
10,826
 
                                 
Total financial liabilities
 
$
795
   
$
-
   
$
10,826
   
$
11,621
 
Schedule of Fair Value Measured On Recurring Basis
Fair value at the beginning of the period
 
$
10,826
 
Income from changes in fair value
   
(2,703
)
Fair value at the end of the period
 
$
8,123
 
v3.24.2.u1
GENERAL (Narrative) (Details) - USD ($)
$ in Thousands
Mar. 08, 2023
Jun. 17, 2024
Datapath Inc [Member]    
General [Line Items]    
Percentage of shares acquire 100.00%  
Estimated purchase price consideration $ 19,231  
Stellar Blu Solutions LLC [Member]    
General [Line Items]    
Percentage of shares acquire   100.00%
v3.24.2.u1
INVENTORIES (Narrative) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Inventory Disclosure [Abstract]    
Inventory write-offs $ 1,113 $ 1,455
v3.24.2.u1
INVENTORIES (Schedule of Inventory) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials, parts and supplies $ 14,991 $ 11,993
Work in progress and assembled raw materials 8,763 9,392
Finished products 13,020 17,140
Inventory, Net $ 36,774 $ 38,525
v3.24.2.u1
PROPERTY AND EQUIPMENT, NET (Narrative) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expenses $ 5,393 $ 6,122
Gross income from lease $ 2,649 $ 2,790
v3.24.2.u1
PROPERTY AND EQUIPMENT, NET (Schedule of Property and Equipment) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 195,771 $ 194,701
Accumulated depreciation 124,603 120,386
Depreciated cost 71,168 74,315
Buildings and land [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 83,796 83,775
Computers, software and electronic equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 65,508 64,262
Network equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 39,230 39,473
Office furniture and equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 4,102 4,108
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 299 299
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 2,836 $ 2,784
v3.24.2.u1
DEFERRED REVENUES (Narrative) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Deferred revenue $ 11,969   $ 15,700
Revenue 152,709 $ 126,551  
Unsatisfied performance obligations $ 305,662    
Minimum [Member]      
Expected to be recognized over periods performance obligations 5 years    
Maximum [Member]      
Expected to be recognized over periods performance obligations 11 years    
Recognized over time for service [Member]      
Revenue $ 5,373    
v3.24.2.u1
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($)
$ in Thousands
1 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2022
Jun. 30, 2018
Jun. 30, 2023
Dec. 31, 2023
Jun. 30, 2024
Guarantor Obligations [Line Items]          
Amount of claim, including interest, penalties and legal fees         $ 6,895
Principle amount of claim         727
Aggregate amount of guarantees         78,300
Restricted cash collateral         1,070
Collection of first payment for arbitration-award       $ 3,213  
Legal success fees     $ 251    
Peru [Member]          
Guarantor Obligations [Line Items]          
Aggregate amount of guarantees         $ 73,700
Arbitration award amount $ 15,000 $ 13,500      
v3.24.2.u1
DERIVATIVE INSTRUMENTS (Narrative) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]      
Income loss recognized in income related to the effective portion of its hedging instruments $ 138 $ 1,224  
Fair value of derivative instruments 143   $ 680
Derivative notional amount 23,970   $ 24,267
Estimated existing losses expected to be reclassified to income (loss) $ 143    
v3.24.2.u1
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2010
Oct. 31, 2008
Employee [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Weighted-average grant-date fair value of options granted $ 2.22 $ 2.43    
Intrinsic value of options exercised $ 6      
Two Thousand Eight Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total number of shares authorized     10,466,761  
Shares available for grant 82,875   11,466,761 1,000,000
v3.24.2.u1
SHAREHOLDERS' EQUITY (Schedule of Assumptions Used to Estimate Fair Value) (Details) - Employee [Member]
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Dividend yields 0.00% 0.00%
Expected term (in years) 3 years 9 months 29 days  
Minimum [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Risk free interest 4.35% 3.57%
Volatility 47.90% 52.77%
Expected term (in years)   3 years 10 months 17 days
Maximum [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Risk free interest 4.56% 4.08%
Volatility 49.00% 53.71%
Expected term (in years)   3 years 11 months 1 day
v3.24.2.u1
SHAREHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - Employee and director [Member] - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Number of options    
Outstanding at January 1, 2024 5,679,775  
Granted 280,000  
Exercised (76,875)  
Forfeited and cancelled (337,875)  
Outstanding as of June 30, 2024 5,545,025  
Exercisable as of June 30, 2024 2,219,608  
Weighted-average exercise price    
Outstanding at January 1, 2024 $ 6.9  
Granted 5.8  
Exercised 6.4  
Forfeited and cancelled 10.5  
Outstanding as of June 30, 2024 6.7  
Exercisable as of June 30, 2024 $ 7  
Weighted-average remaining contractual term (in years)    
Outstanding at End 4 years 4 years 2 months 12 days
Exercisable as of June 30, 2024 3 years 1 month 6 days  
Aggregate intrinsic value    
Outstanding at January 1, 2024 $ 817  
Outstanding as of June 30, 2024 0  
Exercisable as of June 30, 2024 $ 6  
v3.24.2.u1
SHAREHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expenses) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Stock-based compensation expenses $ 3,888 $ 1,114
Cost of revenues of products [Member]    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Stock-based compensation expenses 136 76
Cost of revenues of services [Member]    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Stock-based compensation expenses 164 94
Research and development, net [Member]    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Stock-based compensation expenses 356 312
Selling and marketing [Member]    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Stock-based compensation expenses 305 163
General and administrative [Member]    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Stock-based compensation expenses $ 2,927 $ 469
v3.24.2.u1
OTHER COMPREHENSIVE INCOME (LOSS) (Schedule of Accumulated Other Comprehensive Loss, Net) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning balance $ (5,315)  
Other comprehensive loss before reclassifications (1,266)  
Amounts reclassified from accumulated other comprehensive income 138  
Net current-period other comprehensive loss (1,128) $ (108)
Ending balance (6,443)  
Foreign currency translation adjustments [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning balance (5,995)  
Other comprehensive loss before reclassifications (591)  
Amounts reclassified from accumulated other comprehensive income 0  
Net current-period other comprehensive loss (591)  
Ending balance (6,586)  
Unrealized losses on cash flow hedges [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning balance 680  
Other comprehensive loss before reclassifications (675)  
Amounts reclassified from accumulated other comprehensive income 138  
Net current-period other comprehensive loss (537)  
Ending balance $ 143  
v3.24.2.u1
CUSTOMERS, GEOGRAPHIC AND SEGMENT INFORMATION (Schedule of Financial Data for Reportable Operating Segments) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]    
Revenue $ 152,709 $ 126,551
Operating income (loss) 8,182 12,462
Financial expenses, net 779 (735)
Income before taxes on income 8,961 11,727
Taxes on income (2,695) (1,822)
Net income 6,266 9,905
Depreciation and amortization Expenses 7,333 6,222
Satellite Networks [Member]    
Segment Reporting Information [Line Items]    
Revenue 97,378 74,273
Operating income (loss) 8,459 11,206
Depreciation and amortization Expenses 4,817 2,706
Integrated Solutions [Member]    
Segment Reporting Information [Line Items]    
Revenue 24,619 25,619
Operating income (loss) (1,906) (1,457)
Depreciation and amortization Expenses 1,419 1,622
Network Infrastructure and Services [Member]    
Segment Reporting Information [Line Items]    
Revenue [1] 30,712 26,659
Operating income (loss) [1] 1,629 2,713
Depreciation and amortization Expenses 1,097 1,894
Revenues from construction performance obligations $ 11,059 $ 5,558
[1] During the six months ended June 30, 2024 and June 30, 2023, the Company recognized revenues from construction performance obligations in the amount of $11,059 and $5,558, respectively, which are presented under Network Infrastructure and Services operating segment.
v3.24.2.u1
CUSTOMERS, GEOGRAPHIC AND SEGMENT INFORMATION (Schedule of Revenue by geographic areas) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total revenues $ 152,709 $ 126,551
US [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total revenues 61,672 55,582
Peru [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total revenues 30,740 26,766
Israel [Member    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total revenues 8,000 1,793
Other [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total revenues $ 52,297 $ 42,410
v3.24.2.u1
CUSTOMERS, GEOGRAPHIC AND SEGMENT INFORMATION (Schedule of Revenue from Major Customers) (Details) - Sales Revenue, Net [Member] - Customer Concentration Risk [Member]
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Customer A – Network Infrastructure and Services [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Concentration risk percentage 17.00% 15.00%
Customer B – Satellite Networks [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Concentration risk percentage 13.00% [1]
Customer C – Satellite Networks [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Concentration risk percentage [1] 20.00%
[1] Less than 10%
v3.24.2.u1
INCOME TAXES (Narrative) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]    
Income tax expense $ 2,695 $ 1,822
v3.24.2.u1
EARNINGS PER SHARE (Narrative) (Details) - shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Outstanding options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of diluted earnings (losses) per share 5,545,025 3,821,128
v3.24.2.u1
EARNINGS PER SHARE (Schedule of computation of basic and diluted earnings (loss) per share) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Numerator for basic and diluted earnings (losses) per share -    
Net income available to holders of ordinary shares $ 6,266 $ 9,905
Denominator for basic diluted earnings (losses) per share -    
Weighted average number of shares 57,016,808 56,615,714
Add - stock options 0 6,490
Denominator for diluted earnings per share - adjusted weighted average shares assuming exercise of stock options 57,016,808 56,622,204
v3.24.2.u1
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION (schedule of other current assets) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
SUPPLEMENTARY BALANCE SHEET INFORMATION [Abstract]    
Governmental authorities [1] $ 3,512 $ 3,186
Prepaid expenses 6,509 6,227
Deferred charges 4,153 8,320
Advance payments to suppliers 3,054 3,716
Other 2,788 2,850
Total other current assets 20,016 $ 24,299
Amount Receivable From United States Government Related To Cares Act $ 952  
[1] Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") the Company was eligible for a refundable Employee Retention Credit subject to certain criteria. As of December 31, 2023, the Company had a $952 receivable balance from the United States government related to the CARES Act. During the six months ended June 30, 2024 the entire outstanding amount was collected by the Company.
v3.24.2.u1
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION (schedule of other current liabilities) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
SUPPLEMENTARY BALANCE SHEET INFORMATION [Abstract]    
Payroll and related employee accruals $ 14,374 $ 14,017
Governmental authorities 1,842 2,301
Holdback Amount 582 0
Deferred rent 1,128 0
Other 153 113
Total other current liabilities $ 18,079 $ 16,431
v3.24.2.u1
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION - (schedule of credit facility) (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
SUPPLEMENTARY BALANCE SHEET INFORMATION [Abstract]  
Credit facility from bank Interest rate U.S. Prime Plus 2.25
Credit facility from bank: maturity 2024
Credit facility $ 0
v3.24.2.u1
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION - (schedule of long-term loan) (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
SUPPLEMENTARY BALANCE SHEET INFORMATION [Abstract]  
Other loan Interest rate 14.00%
Other loan maturity 2026
Other loan $ 2,000
v3.24.2.u1
SUPPLEMENTARY CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS INFORMATION-term liabilities) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
SUPPLEMENTARY BALANCE SHEET INFORMATION [Abstract]    
Earn-Out Consideration, Holdback Amount and Bonus Amount $ 9,441 $ 11,982
Other 700 934
Total other long-term liabilities $ 10,141 $ 12,916
v3.24.2.u1
OTHER OPERATING INCOME, NET (Schedule of other operating income) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Other Income and Expenses [Abstract]    
Mergers and acquisitions related expenses $ 2,274 $ 622
Income from arbitrations, net (748) (2,962)
Others, net (2,251) 0
Operating Income (Loss), Total $ (725) $ (2,340)
v3.24.2.u1
BUSINESS COMBINATION (Narrative) (Details) - USD ($)
$ in Thousands
1 Months Ended 6 Months Ended 12 Months Ended
Nov. 30, 2023
Jun. 30, 2024
Dec. 31, 2023
Business Acquisition [Line Items]      
Service Based Earn-Out and the Bonus Amount   $ 2,166  
DPI [Member]      
Business Acquisition [Line Items]      
Price consideration $ 19,231    
Value of ordinary shares issued 2,461    
Deferred payment in ordinary shares 820    
Cash paid to partially settle DPI's outstanding debt and transaction costs 4,787    
Contingent earn-out payments $ 11,163    
Ordinary shares issued 2,419,755   705,245
One time bonus receivable     $ 9,000
Service Based Earn-Out and the Bonus Amount   2,166  
Unrecognized compensation cost related to the Service Based Earn   8,206  
DPI [Member] | Minimum [Member]      
Business Acquisition [Line Items]      
Amended bonus amount   2,000  
DPI [Member] | Maximum [Member]      
Business Acquisition [Line Items]      
Amended bonus amount   $ 9,000  
v3.24.2.u1
FAIR VALUE MEASURMENTS (Narrative) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Revaluation of the convertible debt income (loss) $ 0 $ 1,396
Minimum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Margin range (4.20%)  
Revenue growth rate (15.20%)  
Maximum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Margin range (16.90%)  
Revenue growth rate (28.30%)  
v3.24.2.u1
FAIR VALUE MEASURMENTS (Schedule of Fair Value Measurements Input) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Assets:    
Derivative assets $ 143 $ 680
Derivative Asset, Statement of Financial Position [Extensible Enumeration] Derivative assets Derivative assets
Total financial assets $ 143 $ 680
Liabilities:    
Holdback Amount 582 795
Earn-Out Consideration 8,123 10,826
Total financial liabilities 8,705 11,621
Fair Value, Inputs, Level 1 [Member]    
Assets:    
Derivative assets 0 0
Total financial assets 0 0
Liabilities:    
Holdback Amount 582 795
Earn-Out Consideration 0 0
Total financial liabilities 582 795
Fair Value, Inputs, Level 2 [Member]    
Assets:    
Derivative assets 143 680
Total financial assets 143 680
Liabilities:    
Holdback Amount 0 0
Earn-Out Consideration 0 0
Total financial liabilities 0 0
Fair Value, Inputs, Level 3 [Member]    
Assets:    
Derivative assets 0 0
Total financial assets 0 0
Liabilities:    
Holdback Amount 0 0
Earn-Out Consideration 8,123 10,826
Total financial liabilities $ 8,123 $ 10,826
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FAIR VALUE MEASURMENTS (Schedule of Fair Value Measured On Recurring Basis) (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Fair value at the beginning of the year $ 10,826
Fair value at the end of the year 8,123
Fair Value, Inputs, Level 3 [Member]  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Fair value at the beginning of the year 10,826
Fair value at the end of the year 8,123
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Fair value at the beginning of the year 10,826
Income from changes in fair value (2,703)
Fair value at the end of the year $ 8,123

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