Re:
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Gilat Satellite Networks LTD
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Form 20-F for the Fiscal Year Ended December 31, 2021
filed May 16, 2022
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Form 6-K Filed August 9, 2022
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File No. 000-21218
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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.
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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.
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3. |
We note the following disclosures related to when and how you recognize revenue:
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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;
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revenue from the sale of equipment is recognized at a point in time when the customer obtains control or when acceptance occurs;
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products revenue includes construction of networks; and
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revenue from periodic services are recognized ratably over the term services are provided.
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a) |
Disclosures presented outside the financial statements (for example, in earnings releases, annual reports, or investor presentations)
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b) |
Information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments
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c) |
Other information that is similar to the types of information identified in (a) and (b) and that is used by the entity or users of the entity’s financial statements to evaluate the entity’s financial performance or make resource
allocation decisions.
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earnings releases, annual reports, investor presentations;
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b) |
information regularly reviewed by the Company’s CEO, which was identified as the chief operating decision maker;
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c) |
other information that is similar to the types of information identified in (a) and (b) and that is used by the entity or users of the entity’s financial statements, such as management meetings, presentations to the board of directors
and its committees, transaction approval processes, compensation plans for employees etc.
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“long-term contracts”, which represent, as mentioned in the Note,“contracts under which the Company provides significant construction to the customer's specifications and networks operation and
maintenance”, as well as “contracts relating to the design, development or manufacture of complex equipment or technology platforms to a buyer’s specification (or to provide services related to
the performance of such contracts)”. Revenues from these two types of performance obligations, although not similar in their business substance, are recognized over time based on a cost-to-cost measure of progress.
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“sale of equipment”, which according to the Note, “recognized at a point in time, once the customer has obtained control over the items purchased”. It
should be noted that the Company sells different and diverse types of equipments, with different business essence.
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“revenue from periodic services”, which according to the Note, “recognized ratably over the term the services are rendered”. It should be noted that the
Company provides different and diverse “periodic services”, with different business essence, which are recognized as revenue ratabely over time.
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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.
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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 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&D is related to Non-GAAP Financial Measures.
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a) |
the Company unintentionally shifted an amount of USD 49 thousand in the individual adjustment tables, between the gross profit adjustments and the operating expenses adjustments.
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the Company assesses the income tax effect in accordance with Question 102.11 of the C&D, and such adjustments were not found to be material in the six and three months ended June 30, 2022.
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