8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
November 5, 2008

GLOBECOMM SYSTEMS INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)

000-22839
(COMMISSION FILE NUMBER) 11-3225567
(I.R.S. EMPLOYER IDENTIFICATION NO.)

45 Oser Avenue
Hauppauge, New York 11788
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(631) 231-9800
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     On November 5, 2008, Globecomm Systems Inc. (the “Registrant”) reported its financial results for its fiscal 2009 first quarter ended September 30, 2008. A copy of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

     The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit Number		Description
	99.1	Press Release, dated November 5, 2008, reporting the financial results of the Registrant for its fiscal 2009 first quarter ended September 30, 2008.

SIGNATURES

     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 hereunto duly authorized.

Globecomm Systems Inc. (Registrant)
By:	/s/ Andrew C. Melfi
	Name:	Andrew C. Melfi
	Title:	Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Dated: November 5, 2008

EX-99.1

Exhibit 99.1

Globecomm Systems Reports Fiscal 2009 First Quarter Financial Results

HAUPPAUGE, N.Y.—(BUSINESS WIRE)—November 5, 2008—Globecomm Systems Inc. (NASDAQ: GCOM), a leading provider of satellite-based communications infrastructure solutions and services on a global basis, today announced financial results for the fiscal 2009 first quarter ended September 30, 2008. Globecomm is reporting its financial results on a generally accepted accounting principles (GAAP) basis as well as adjusted EBITDA, a non-GAAP financial measure. In the attached table the Company provides a detailed reconciliation of GAAP earnings to adjusted EBITDA. A summary of the Company’s results are:

• Service revenues increased 21.0% to a record $18.8 million as compared to $15.5 million in the same period last year.

• Revenues from infrastructure solutions decreased by 12.2% to $23.5 million as compared to $26.8 million in the same period last year.

• Consolidated revenues were $42.4 million in the first quarter of fiscal 2009 as compared to $42.3 million in the same period last year.

• GAAP earnings per diluted share of $0.04 in the first quarter of fiscal 2009 as compared to GAAP earnings per diluted share of $0.16 in the same period last year.

• Adjusted EBITDA was $3.0 million in the first quarter of fiscal 2009 as compared to $4.6 million in the same period last year.

Fiscal Year 2009 First Quarter Results

Revenues for the Company’s fiscal 2009 first quarter were $42.4 million compared to $42.3 million in the same period last year. Revenues from infrastructure solutions decreased by 12.2% to $23.5 million compared to $26.8 million in the same period last year. Revenues from services increased 21.0% to a record $18.8 million as compared to $15.5 million in the same period last year. The increase in service revenues was driven by an increase in managed network service revenue within the content distribution service offering and life cycle support revenues. This was offset by a decrease in infrastructure solution revenues from the government marketplace.

Net income for the Company’s fiscal 2009 first quarter decreased to $0.8 million, or $0.04 per diluted share, compared to net income of $3.0 million, or $0.16 per diluted share, in the first quarter of fiscal 2008. Adjusted EBITDA for the first quarter of 2009 decreased to $3.0 million as compared to $4.6 million in the first quarter of 2008. The decrease in net income and EBITDA was primarily driven by lower infrastructure solutions revenues to the government marketplace and increased selling and marketing expenses.

Management’s Review of Results and Expectations

David Hershberg, Chairman and CEO of the Company, said, “While the economic backdrop presents challenges in the Company’s infrastructure business, Globecomm continues to invest in the sales force and technological platforms. The Company completed the first quarter with $56 million of cash, zero debt and with greater technological diversification than any time in the Company’s history. The Company’s service segment helps

provide stability to navigate through difficult business cycles. Investing in the service segment has been a critical element of our strategic plan since the last major economic downturn.

In the first quarter of fiscal 2009, Globecomm experienced a slowdown in government marketplace infrastructure bookings. The Company has not experienced order cancellations or lost any major projects in the bookings pipeline. However, the Company is having difficulty gauging the timing of certain infrastructure orders. For example, yesterday Globecomm announced a $27 million dollar infrastructure order which we anticipated booking approximately six months ago. Accordingly, while the Company was ultimately awarded the project, Globecomm does not anticipate recognizing any significant revenue in the current fiscal year. With that said the Company’s services business is ahead of plan.

The Company will remain profitable, but in view of the volatile and unpredictable market dynamics, has chosen to withdraw its previously issued specific annual guidance. Globecomm hopes to be able to provide more definitive fiscal year guidance as the timing of anticipated infrastructure bookings becomes clearer. In the meantime, the Company is taking steps to address the related fixed cost base supporting the business levels experienced in the first quarter.”

Actual results for fiscal year 2009 will remain susceptible to a number of variable factors. These include, but are not limited to, major disruptions in the marketplaces in which the Company operates due to political unrest, local violence, global economic recession and changes in United States Government foreign policy or spending levels. Results will also remain susceptible to possible cost overruns on projects, unfavorable product mix and timing of or failure to book and turn certain projects.

Non-GAAP Measures

Adjusted EBITDA is a non-GAAP measure which represents net income before interest income, interest expense, provision for income taxes, depreciation and amortization expense and non-cash stock compensation expense. Adjusted EBITDA does not represent cash flows defined by GAAP. Globecomm discloses adjusted EBITDA since it is a financial measure commonly used in its industry. Adjusted EBITDA is not meant to be considered a substitute or replacement for net income as prepared in accordance with GAAP. Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Reconciliation between adjusted EBITDA and GAAP net income is provided in a table immediately following the Condensed Consolidated Balance Sheets.

Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP. The Company’s management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate the Company’s business and make operating decisions.

About Globecomm Systems

Globecomm Systems Inc. provides end-to-end value-added satellite-based communication products, services and solutions by leveraging its core satellite ground segment systems and network capabilities, with its satellite communication services capabilities. The products and services Globecomm offers include pre-engineered systems, systems design and integration services, managed network services and life cycle support services. Globecomm’s customers include communications service providers, commercial enterprises, broadcast and other media and content providers and government and government-related entities.

Based in Hauppauge, New York, Globecomm Systems also maintains offices in Washington, DC, Maryland, Hong Kong, the United Kingdom, the United Arab Emirates and Afghanistan.

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on management’s current expectations and observations. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties and assumptions that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date of this press release. Over time, our actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. In particular, the impact of the current economic downturn and the unpredictability of government spending programs make assessment of future performance extremely difficult. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in our most recent Annual Report on Form 10-K, including without limitation under the captions ‘‘Risk Factors’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’ and in other documents that we may file with the SEC, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this press release.

CONTACT: Globecomm Systems Inc.
David Hershberg, 631-231-9800
Investor Relations:
Matthew Byron, 631-457-1301
Fax: 631-231-1557
info@globecommsystems.com
www.globecommsystems.com.
SOURCE: Globecomm Systems Inc.

-Financial tables follow-

Globecomm Systems Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	Three Months Ended
	September 30,		September 30,
	2008		2007
Revenues from infrastructure solutions	$	23,539	$	26,798
Revenues from services		18,816		15,544
Total revenues		42,355		42,342
Costs and operating expenses:
Costs from infrastructure solutions		20,300		21,184
Costs from services		14,205		11,106
Selling and marketing		3,113		2,525
Research and development		311		497
General and administrative		3,661		4,075
Total costs and operating expenses		41,590		39,387
Income from operations		765		2,955
Interest income		264		520
Interest (expense)		—		(285	)
Income before income taxes		1,029		3,190
Provision for income taxes		201		167
Net income	$	828	$	3,023
Basic net income per common share	$	0.04	$	0.17
Diluted net income per common share	$	0.04	$	0.16
Weighted-average shares used in the calculation of basic net income per common share		20,152		17,829
Weighted-average shares used in the calculation of diluted net income per common share		20,690		18,815

Globecomm Systems Inc.
Condensed Consolidated Balance Sheets
(In thousands)

	September 30,		June 30,
	2008		2008
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	56,612	$	51,399
Accounts receivable, net		34,551		52,106
Inventories		16,888		16,444
Prepaid expenses and other current assets		1,485		1,402
Deferred income taxes		829		1,017
Total current assets		110,365		122,368
Fixed assets, net		33,071		33,379
Goodwill		22,197		22,197
Intangibles, net		2,500		2,599
Deferred income taxes		11,496		11,496
Other assets		1,066		1,053
Total assets	$	180,695	$	193,092
Liabilities and Stockholders’ Equity
Current liabilities	$	29,207	$	43,359
Other liabilities		947		957
Total stockholders’ equity		150,541		148,776
Total liabilities and stockholders’ equity	$	180,695	$	193,092

Globecomm Systems Inc
Reconciliation of Net Income to adjusted EBITDA
(In thousands)
(Unaudited)

	Three Months Ended
	September 30,			September 30,
	2008			2007
Net income	$	828		$	3,023
Adjustments:
Interest (income)		(264	)		(520	)
Interest expense		—			285
Provision for income taxes		201			167
Depreciation and amortization		1,371			1,559
Stock compensation expense (A)		881			85
Adjusted EBITDA	$	3,017		$	4,599

(A) Includes one-time charge of $675 related to accelerated vesting of the restricted stock of the Company’s former President, who passed away on July 20, 2008.