United States securities and exchange commission logo
August 15, 2022
Yael Shofar
General Counsel
Gilat Satellite Networks LTD
Gilat House
21 Yegia Kapayim Street
Kiryat Arye, Petah Tikva, 4913020 Israel
Re: Gilat Satellite
Networks LTD
Form 20-F for the
Fiscal Year Ended December 31, 2021 filed May 16, 2022
Form 6-K Filed
August 9, 2022
File No. 000-21218
Dear Mr. Shofar:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2021
Item 15: Controls and Procedures
Disclosure Controls and Procedures, page 111
1. We note your
conclusions that disclosure controls and procedures were effective but that
internal controls over
financial reporting were not effective as of December 31, 2021.
Please tell us how
management was able to conclude that disclosure controls and
procedures were
effective given the substantial overlap with internal controls over
financial reporting.
Refer to SEC Release No. 33-8238. Your response should also address
how the material
weaknesses you identified in internal controls over financial reporting
did not impact your
disclosure controls and procedures. Alternatively, please revise your
Form 20-F to present
consistent conclusions for both disclosure controls and procedures
and internal controls
over financial reporting.
Yael Shofar
FirstName LastNameYael Shofar
Gilat Satellite Networks LTD
Comapany
August 15, NameGilat
2022 Satellite Networks LTD
August
Page 2 15, 2022 Page 2
FirstName LastName
Item 18: Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
2. We note the second sentence of the first paragraph of the auditors'
report states that in
our opinion, the consolidated financial statements present fairly, in
all material respects,
the financial position of the Company at December 31, 2021 and 2020,
and the results of
its operations and its cash flows for each of the three years in the
period ended December
31, 2020 . Please revise your Form 20-F to include an audit report
from your registered
public accounting firm that opines on the audited financial statements
for the three years
in the period ended December 31, 2021.
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies
l. Revenue recognition, page F-23
3. We note the following disclosures related to when and how you
recognize revenue:
revenue from long term contracts is recognized over time because
of continuous
transfer of control to the customer using the cost to cost
measure of progress;
revenue from the sale of equipment is recognized at a point in
time when the
customer obtains control or when acceptance occurs;
products revenue includes construction of networks; and
revenue from periodic services are recognized ratably over the
term services are
provided.
Please tell us what consideration you have given to providing
disaggregated revenue
disclosures based on contract type and/or the timing of the transfer
of products and
services since it appears those factors would impact how economic
factors affect the
nature, amount, timing, and uncertainty of revenue and cash flows.
Refer to ASC 606-10-
55-90 and 91. We also note your auditors' report includes a CAM
related to revenue from
long term contracts; however, it is not clear how much of your revenue
relates to such
contracts.
Note 15: Customers, Geographic and Segment Information, page F-58
4. In future filings, please separately disclose revenue by individual
country, including
revenue related to the US and/or Canada, to the extent material, as
required by ASC 280-
10-50-41.
Form 6-K Filed August 9, 2022
Reconciliation Between GAAP and Non-GAAP Consolidated Statements of Income
(Loss), page
8
5. We note that the individual adjustments to non-GAAP gross profit and
non-GAAP
operating expenses for the three-month and six-month periods ended
June 30, 2022 do not
appear to reconcile to the adjustment totals presented in the summary
tables. Please
Yael Shofar
Gilat Satellite Networks LTD
August 15, 2022
Page 3
provide us explanations for the differences and revise future filings
as appropriate. In
addition, please explain to us if/how you determine the tax effects of
non-GAAP
adjustments to Non-GAAP net income as required by Question 102.11 of
the C&DIs
related to Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Dale Welcome at 202-551-3865 or Anne McConnell at
202-551-3709
with any questions.
FirstName LastNameYael Shofar Sincerely,
Comapany NameGilat Satellite Networks LTD
Division of
Corporation Finance
August 15, 2022 Page 3 Office of
Manufacturing
FirstName LastName