6-K

FORM 6 – K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report on Foreign Issuer

Pursuant to Rule 13a - 16 or 15d - 16
of the Securities Exchange Act of 1934

For the Month of May 2008

Gilat Satellite Networks Ltd.
(Translation of Registrant’s Name into English)

Gilat House, Yegia Kapayim Street
Daniv Park, Kiryat Arye, Petah Tikva, Israel
(Address of Principal Corporate Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A



Attached hereto is Registrant’s press release dated May 15, 2008, announcing its results for the quarter ending March 31, 2008.

This report on Form 6-K is being incorporated by reference into the Registration Statements on Form S-8 (Registration Nos. 333-96630, 333-113932, 333-08826, 333-10092, 333-12466 and 333-12988).

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Gilat Satellite Networks Ltd.
(Registrant)


By: /s/ Rachel Prishkolnik
——————————————
Rachel Prishkolnik
Corporate Secretary

Dated: May 15, 2008



Gilat Satellite Networks Ltd.
21 Yegia Kapayim St., Kiryat Arye
Petah Tikva 49130, Israel
Tel: (972) 3 925-2000,
Fax: (972) 3 925-2222
www.gilat.com

Gilat Announces First Quarter 2008 Results

Petah Tikva, Israel, May 15, 2008 – Gilat Satellite Networks Ltd. (NasdaqGM: GILT), a worldwide leader in satellite networking technology, solutions and services, today reported its results for the quarter ending March 31, 2008.

Revenues for the first quarter of 2008 were $70.5 million, up from $68.0 million in the same period of 2007. Net income for the first quarter of 2008 was $4.6 million or $0.11 per diluted share, compared to a net income of $4.9 million or $0.12 per diluted share in the first quarter of 2007. These results include expenses related to the merger agreement in the amount of $0.7 million.

For a detailed reconciliation of GAAP to non-GAAP financial information and for more information regarding Gilat’s use of non-GAAP financial measures, please see the table titled “Reconciliation between GAAP and non-GAAP statements of operations” as well as the notes contained in this press release.

Gilat's Chief Executive Officer and Chairman of the Board Amiram Levinberg said, “Our first quarter results, excluding expenses relating to the merger transaction, show an improvement in year over year revenues and net income. Our new advanced SkyEdge II platform is gaining market traction and has been chosen by customers worldwide.”

“On March 31, we entered into a definitive merger agreement for the Company to be acquired by a consortium of private equity investors. Under the terms of the agreement, Gilat shareholders will receive $11.40 per share in cash. It is currently anticipated that the transaction will be consummated by September 2008, pending certain approvals. We believe that this transaction recognizes the value of Gilat’s strong market position and product portfolio, while providing our shareholders with an attractive cash offer.”

Recent Announcements

– Gilat will provide Incomnet with a Gilat SkyEdge broadband satellite communications network to serve end users throughout Mongolia. Incomnet will use the new VSAT network to provide toll-quality telephony to rural citizens, meeting its Universal Service Obligations.



– Gilat has been selected by Synterra, one of Russia’s largest telecommunications operators, to provide a 1,000-site SkyEdge broadband satellite network for use by Russian Post. Gilat was chosen for the second phase of Russian Post’s VSAT network following the successful deployment of an initial SkyEdge network which covers approximately 750 Russian Post sites.

– Gilat has begun deployment of a 1,500-site SkyEdge II broadband satellite network for Axesat, one of Latin America’s leading satellite service providers. Axesat will use the Gilat SkyEdge II VSATs to provide enterprises in Latin America with private networking services including interactive data, broadband Internet access, and Voice over Internet Protocol (VoIP). Axesat is a long time customer of Gilat, having deployed Gilat 360e and SkyEdge networks in the past.

– Spacenet signed a contract to provide IHG (InterContinental Hotels Group) an upgraded satellite data network and managed network services to 2,500 locations across the United States and Canada. IHG is one of the world’s largest hotel groups by number of rooms and operates seven hotel brands including InterContinental Hotels & Resorts, Crowne Plaza, Hotel Indigo, Holiday Inn, Holiday Inn Express, Staybridge Suites and Candlewood Suites.

– Gilat provided Petróleo Brasileiro S.A. (Petrobras) a 500-site Gilat SkyEdge broadband network platform for enterprise and offshore maritime applications. Petrobras is a Brazilian-based international energy company, and is one of the fifteen largest oil companies in the world. Petrobras is using the SkyEdge VSAT network for a variety of interactive web, video, SCADA, and telephony applications.

Gilat will host a conference call today with an accompanying slide presentation at 9:00 AM EST. In order to ensure audio access, participants from the U.S. should dial in at (888) 281-1167 and international participants should dial in at (972) 3-918-0692. The presentation may be accessed through the Company’s website at www.gilat.com prior to the call. The call will also be available as a Webcast on the Company’s website at: www.gilat.com and will be archived for 30 days.

Notes:

(1) The attached summary financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The attached summary financial statements for the first quarter of 2008 are unaudited. To supplement the consolidated financial statements presented in accordance with GAAP, the Company presents Gilat’s net income, EBITDA and earnings per diluted share, before the impact of a non-cash impairment of long lived assets and before share-based payment charge, which is the non-cash stock option expense as per SFAS 123 (R). Non-GAAP presentations of net income, EBITDA and earnings per share are provided to enhance the understanding of the Company’s historical financial performance and comparability between periods.



(2) Operating income before depreciation, amortization, non cash stock option expenses as per SFAS 123(R) and exceptional items (‘EBITDA’) is presented because it is a measure commonly used and is presented solely in order to improve the understanding of the Company’s operating results and to provide further perspective on these results. EBITDA, however, should not be considered as an alternative to operating income or net income for the period as an indicator of the operating performance of the Company.

Similarly, EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity. EBITDA is not a measure of financial performance under generally accepted accounting principles and may not be comparable to other similarly titled measures for other companies. EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. Reconciliation between the Company’s Operating income and EBIDTA is presented in the attached summary financial statements.

About Gilat Satellite Networks Ltd.

Gilat Satellite Networks Ltd. (NasdaqGM: GILT) is a leading provider of products and services for satellite-based communications networks. The Company operates under three business units: (i) Gilat Network Systems (“GNS”), which is a provider of network systems and associated professional services to service providers and operators worldwide; (ii) Spacenet Inc., which provides managed services in North America for businesses and governments through its Connexstar service brand and for consumers through its StarBand service brand; (iii) Spacenet Rural Communications, which offers rural telephony and Internet access solutions to remote areas primarily in Latin America.

Gilat was founded in 1987 and has shipped over 670,000 Very Small Aperture Terminals (VSATs) to more than 85 countries across six continents. Gilat’s headquarters is located in Petah Tikva, Israel. The Company has 16 sales and service offices worldwide. Gilat markets the SkyEdge ™ Product Family which includes the SkyEdge™ Pro, SkyEdge™ IP, SkyEdge™ Call, SkyEdge™ DVB-RCS and SkyEdge™ Gateway. In addition, the Company markets numerous other legacy products.



Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words “estimate”, “project”, “intend”, “expect”, “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. Many factors could cause the actual results, performance or achievements of Gilat to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions, inability to maintain market acceptance to Gilat’s products, inability to timely develop and introduce new technologies, products and applications, rapid changes in the market for Gilat’s products, loss of market share and pressure on prices resulting from competition, introduction of competing products by other companies, inability to manage growth and expansion, loss of key OEM partners, inability to attract and retain qualified personnel, inability to protect the Company’s proprietary technology and risks associated with Gilat’s international operations and its location in Israel. For additional information regarding these and other risks and uncertainties associated with Gilat’s business, reference is made to Gilat’s reports filed from time to time with the Securities and Exchange Commission.


Gilat IR
Ayelet Shaked
Director of IR, Gilat Satellite Networks Ltd.
Tel: +972 2 925 2598
ayelets@gilat.com

The Global Consulting Group
Erik Knettel
Phone: 1- 646- 284-9415
gilat@hfgcg.com



GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands

March 31,
December 31,
2008
2007
Unaudited
 
     ASSETS            
   
CURRENT ASSETS:   
  Cash and cash equivalents    112,085    122,807  
  Short- term bank deposits and held to maturity marketable securities    51,610    45,578  
  Short-term restricted cash    7,574    7,091  
  Restricted cash held by trustees    7,587    7,450  
  Trade receivables, net of allowance for doubtful accounts    50,879    43,746  
  Inventories    20,363    24,794  
  Other current assets    24,190    24,748  


  Total current assets     274,288    276,214  


   
LONG-TERM INVESTMENTS AND RECEIVABLES:   
  Long-term restricted cash    6,340    6,321  
  Long-term restricted cash held by trustees    16,859    16,544  
  Severance pay fund    12,794    11,835  
  Long-term trade receivables, receivables in respect of capital  
   leases and other receivables    11,309    9,170  


  Total long-term investments and receivables     47,302    43,870  


   
PROPERTY AND EQUIPMENT, NET     105,074    105,247  


   
INTANGIBLE ASSETS AND DEFERRED CHARGES, NET     4,103    4,771  


   
TOTAL ASSETS     430,767    430,102  





GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands

March 31,
December 31,
2008
2007
Unaudited
 
    LIABILITIES AND SHAREHOLDERS' EQUITY            
   
CURRENT LIABILITIES:   
  Short-term bank credit    5,500    5,823  
  Current maturities of long-term loans    5,374    5,354  
  Trade payables    27,902    25,954  
  Accrued expenses    19,418    20,275  
  Short-term advances from customer, held by trustees    15,456    15,005  
  Other current liabilities    51,810    58,686  


  Total current liabilities     125,460    131,097  


   
LONG-TERM LIABILITIES:   
  Accrued severance pay    12,987    11,723  
  Long-term advances from customer, held by trustees    8,989    8,989  
  Long-term loans, net    19,107    18,704  
  Accrued interest related to restructured debt    2,493    2,493  
  Convertible subordinated notes    16,315    16,315  
  Other long-term liabilities    11,626    12,971  


  Total long-term liabilities     71,517    71,195  


   
COMMITMENTS AND CONTINGENCIES   
   
SHAREHOLDERS' EQUITY:   
  Share capital - Ordinary shares of NIS 0.2 par value    1,806    1,796  
  Additional paid in capital    860,472    859,207  
  Accumulated other comprehensive income    1,891    1,776  
  Accumulated deficit    (630,379 )  (634,969 )


Total shareholders' equity     233,790    227,810  


   
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     430,767    430,102  





GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except per share data)

Three months ended
March 31,

2008
2007
Unaudited
Unaudited
 
Revenues      70,533    68,038  
Cost of Revenues    45,257    43,223  


Gross profit     25,276    24,815  


Research and development expenses:   
Expenses incurred    4,299    4,317  
Less - grants    39    348  


     4,260    3,969  


Selling and marketing, general and administrative expenses    17,063    17,095  


Operating income     3,953    3,751  


Financial income    812    1,456  
Expenses related to merger transaction    (722 )  -  
Other income    1,182    -  


Income before taxes on income     5,225    5,207  


Taxes on income    635    294  


Net income     4,590    4,913  


   
Basic net earnings per share     0.12    0.13  


Diluted net earnings per share     0.11    0.12  


   
Weighted average number of shares used in   
   computing net earnings per share   
        Basic     39,703    38,855  


        Diluted     42,207    41,105  





GILAT SATELLITE NETWORKS LTD.
RECONCILIATION BETWEEN GAAP AND NON-GAAP STATEMENTS OF OPERATIONS
FOR COMPARATIVE PURPOSES
U.S. dollars in thousands (except per share data)

Three months ended
March

2008
2007
Unaudited
Unaudited
 
GAAP operating income      3,953    3,751  
Non-cash stock options expenses (1)    209    426  


Non-GAAP operating income    4,162    4,177  


   
GAAP net income    4,590    4,913  
Non-cash stock options expenses (1)    209    426  


Non-GAAP net income    4,799    5,339  


   
GAAP earnings per share (diluted)    0.11    0.12  
Non-cash stock options expenses (1)    -    0.01  


Non-GAAP earnings per share (diluted)    0.11    0.13  


   
(1) Non-cash stock options expenses:   
Cost of Revenues    9    -  
Research and development    -    3  
Selling, general, marketing and administrative    200    423  


     209    426  





GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands

Three months ended
March 31,

2008
2007
Unaudited
Unaudited
 
Cash flows from operating activities:            
Net income     4,590    4,913  
Adjustments required to reconcile net income   
to net cash provided by (used in) operating activities:   
Depreciation and amortization    3,131    4,850  
Stock compensation related to employees stock options    209    426  
Accrued severance pay, net    305    453  
Interest accrued on short and long-term restricted cash    (451 )  (260 )
Interest on held to maturity marketable securities    (788 )  -  
Exchange rate differences on long-term loans    524    77  
Exchange rate differences on loans to employees    16    (28 )
Capital loss from disposal of property and equipment    19    143  
Deferred income taxes    66    (44 )
Increase in trade receivables, net    (7,097 )  (4,041 )
Decrease (increase) in other assets (including short-term, long-term  
   and deferred charges)    (6,798 )  737  
Decrease in inventories    3,161    3,490  
Increase (decrease) in trade payables    1,943    (1,319 )
Increase (decrease) in accrued expenses    (858 )  114  
Increase (decrease) in advances from customer, held  
   by trustees, net    452    (3,761 )
Increase (decrease) in other accounts payable and other long term liabilities,  
   mainly deferred revenues    (6,730 )  2,112  


Net cash provided by (used in) operating activities     (8,306 )  7,862  





GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands

Three months ended
March 31,

2008
2007
Unaudited
Unaudited
 
Cash flows from investing activities:            
Purchase of property and equipment    (1,542 )  (682 )
Return on investment    1,182    -  
Other investments    (195 )  -  
Purchase of held to maturity marketable securities    (23,906 )  (58,406 )
Proceeds from held to maturity marketable securities    18,662    -  
Proceeds from sale of property and equipment    401    -  
Loans to employees, net    2,758    288  
Proceeds from restricted cash held by trustees    -    92  
Investment in restricted cash (including long-term)    (597 )  (4,446 )
Proceeds from restricted cash (including long-term)    94    433  


Net cash used in investing activities     (3,143 )  (62,721 )


   
Cash flows from financing activities:   
Exercise of options, net    1,066    414  
Issuance expenses of ordinary shares    -    (259 )
Short-term bank credit, net    (322 )  4,300  
Repayments of long-term loans    (101 )  (842 )


Net cash provided by financing activities       643     3,613  


   
Effect of exchange rate changes on cash and cash equivalents       84     178  


   
Decrease in cash and cash equivalents       (10,722 )   (51,068 )
   
Cash and cash equivalents at the beginning of the period       122,807     149,545  


   
Cash and cash equivalents at the end of the period       112,085     98,477  





GILAT SATELLITE NETWORKS LTD.
CONDENSED EBITDA
US dollars in thousands

Three months ended
March 31,

2008
2007
Unaudited
Unaudited
 
Operating income      3,953    3,751  
Add:  
Non-cash stock option expenses    209    426  
Deprecation and amortization    3,131    4,850  


EBITDA     7,293    9,027