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):
February 9, 2010

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 February 9, 2010, Globecomm Systems Inc. (the “Registrant”) reported its financial results for its fiscal 2010 second quarter and six months ended December 31, 2009. 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 February 9, 2010, reporting the financial results of the Registrant for its fiscal 2010 second quarter ended and six months ended December 31, 2009.

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:	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Dated: February 9, 2010

EX-99.1

Exhibit 99.1

Globecomm Systems Reports Fiscal 2010 Second Quarter
and Six-Month Financial Results

HAUPPAUGE, N.Y.—(BUSINESS WIRE)—February 9, 2010—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 2010 second quarter and six months ended December 31, 2009. 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 80.1% to a record $33.6 million as compared to $18.6 million in the same period last year.

• Revenues from infrastructure solutions increased 10.2% to $23.5 million as compared to $21.3 million in the same period last year.

• Consolidated revenues were a record $57.1 million in the fiscal 2010 second quarter as compared to $40.0 million in the same period last year.

• GAAP earnings per diluted share increased 40.0% to $0.07 in the second quarter of fiscal 2010 as compared to GAAP earnings per diluted share of $0.05 in the same period last year.

• Adjusted EBITDA increased 42.9% to $4.4 million in the second quarter of fiscal 2010 as compared to $3.1 million in the same period last year.

Fiscal Year 2010 Second Quarter Results

Revenues for the Company’s fiscal 2010 second quarter increased 42.8% to a record $57.1 million as compared to $40.0 million in the same period last year. Revenues from infrastructure solutions increased 10.2% to $23.5 million as compared to $21.3 million in the same period last year. Revenues from services increased 80.1% to a record $33.6 million as compared to $18.6 million in the same period last year. The increase in service revenue was driven by the Company’s acquisitions of Mach 6 and Telaurus, which combined contributed $8.3 million, along with an increase in the access services offering primarily due to the government marketplace. The increase in infrastructure solutions revenues was primarily driven by the timing of revenue milestones reached in the systems design and integration offering. Bookings and revenue in the infrastructure solutions segment continue to be adversely impacted by the global economic slowdown.

Net income for the Company’s fiscal 2010 second quarter increased 47.8% to $1.4 million, or $0.07 per diluted share, as compared to net income of $0.9 million, or $0.05 per diluted share, in the second quarter of fiscal 2009 on a GAAP basis. Adjusted EBITDA for the second quarter of 2010 increased 42.9% to $4.4 million compared to $3.1 million in the second quarter of 2009. The increase in net income and adjusted EBITDA was primarily driven by an increase in revenues offset by lower infrastructure gross margins.

Fiscal Year 2010 Six Month Results

Revenues for the Company’s fiscal 2010 six months ended December 31, 2009 increased 27.2% to a record $104.8 million as compared to $82.3 million in the same period last year. Revenues from infrastructure solutions decreased 5.1% to $42.6 million as compared to $44.9 million in the same period last year. Revenues from services increased 66.0% to a record $62.2 million as compared to $37.5 million in the same period last year. The increase in service revenue was primarily driven by the Company’s acquisitions of Mach 6 and Telaurus, which combined contributed $16.5 million, coupled by an increase in access services in the government marketplace. The decrease in

infrastructure solution revenues was primarily caused by the global economic slowdown resulting in government and commercial customers and prospects delaying projects, which in particular affected pre-engineered systems.

Net income for the Company’s first six months of fiscal 2010 increased 48.8% to $2.6 million, or $0.13 per diluted share, compared to net income of $1.8 million, or $0.09 per diluted share, in the same period last year on a GAAP basis. Adjusted EBITDA for the first six months of fiscal 2010 increased 38.1% to $8.4 million compared to $6.1 million in the same period past year. The increase in net income and adjusted EBITDA was primarily driven by an increase in service revenues offset by lower infrastructure gross margins.

Management’s Review of Results and Expectations

David Hershberg, Chairman and CEO of the Company, said, “The Company continues to execute as planned and looks forward to a strong second half of the current fiscal year. The service segment continues to be robust providing stability, predictability and visibility. We are more excited than ever about our future and despite the current economic backdrop that has plagued our infrastructure segment, we look forward to record revenues for the full year. With nearly $50 million of cash and zero debt, we have a balance sheet that affords the Company with financial flexibility to carry out our business plan.”

Keith Hall, President and COO of the Company said, “I am very proud of our team’s execution in meeting the Q2 fiscal results. We remain focused on the growth of our service offerings and have increased our services revenue guidance to $130 million as we explore new market verticals and expand our presence in existing ones. The second quarter was highlighted by the launch of our IP Based cellular switch as we continue to add capability to our Hosted platform in support of the wireless market. We also added X-Band service capability to our Global Network and received initial orders for our X-Band Man-Pack solution, TOM-CAT. Our presence in Afghanistan continues to expand and we are well positioned to support the expansion of troops in the region.”

Management’s Current Expectations for the Fiscal Year Ending June 30, 2010

Globecomm currently expects the following financial results for the fiscal year 2010:

• Consolidated revenues to be between $215 million and $225 million.

• Service segment revenues to be approximately $130 million.

• GAAP earnings per diluted share to be between $0.30 and $0.35.

• Adjusted EBITDA to be approximately $20 million.

Non-GAAP Measures

Adjusted EBITDA is a non-GAAP measure which represents net income before interest income, interest expense, provision for income taxes, depreciation, amortization expense and non-cash stock compensation expense. Adjusted EBITDA does not represent cash flows as defined by GAAP. Globecomm discloses adjusted EBITDA since it is a financial measure commonly used in its industry. Adjusted EBITDA facilitates internal comparisons of our historical financial position and operating performance on a more consistent basis. The Company also uses adjusted EBITDA in measuring performance relative to that of our competitors and in evaluating acquisition opportunities. 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, access services, hosted services and lifecycle support services.

Globecomm’s customers include government and government-related entities, communications service providers, commercial enterprises and broadcast and other media and content providers.

Based in Hauppauge, New York, Globecomm Systems also maintains offices in Maryland, New Jersey, the Netherlands, Hong Kong, Germany, Singapore, 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				Six Months Ended
	December 31,		December 31,		December 31,		December 31,
	2009		2008		2009		2008
Revenues from infrastructure solutions	$	23,512	$	21,334	$	42,580	$	44,873
Revenues from services		33,570		18,643		62,178		37,459
Total revenues		57,082		39,977		104,758		82,332
Costs and operating expenses:
Costs from infrastructure solutions		19,838		17,009		35,633		37,309
Costs from services		25,483		14,185		46,085		28,390
Selling and marketing		3,671		3,216		6,873		6,329
Research and development		762		509		1,513		820
General and administrative		5,216		3,703		10,731		7,364
Total costs and operating expenses		54,970		38,622		100,835		80,212
Income from operations		2,112		1,355		3,923		2,120
Interest income		133		214		268		478
Income before income taxes		2,245		1,569		4,191		2,598
Provision for income taxes		844		621		1,549		822
Net income	$	1,401	$	948	$	2,642	$	1,776
Basic net income per common share	$	0.07	$	0.05	$	0.13	$	0.09
Diluted net income per common share	$	0.07	$	0.05	$	0.13	$	0.09
Weighted-average shares used in the calculation of basic net income per common share		20,437		20,193		20,400		20,172
Weighted-average shares used in the calculation of diluted net income per common share		20,840		20,416		20,812		20,568

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

	December 31,		June 30,
	2009		2009
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	49,694	$	44,034
Accounts receivable, net		38,849		45,438
Inventories		25,001		17,043
Prepaid expenses and other current assets		2,149		2,292
Deferred income taxes		1,058		1,058
Total current assets		116,751		109,865
Fixed assets, net		36,552		33,379
Goodwill		26,728		25,613
Intangibles, net		10,317		11,020
Deferred income taxes		8,749		10,214
Other assets		1,444		1,448
Total assets	$	200,541	$	191,539
Liabilities and Stockholders’ Equity
Current liabilities	$	40,614	$	35,221
Other liabilities		784		924
Deferred income taxes		582		582
Total stockholders’ equity		158,561		154,812
Total liabilities and stockholders’ equity	$	200,541	$	191,539

Globecomm Systems Inc.

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

	Three Months Ended						Six Months Ended
	December 31,			December 31,			December 31,			December 31,
	2009			2008			2009			2008
Net income	$	1,401		$	948		$	2,642		$	1,776
Adjustments:
Interest (income)		(133	)		(214	)		(268	)		(478	)
Provision for income taxes		844			621			1,549			822
Depreciation and amortization		1,643			1,376			3,421			2,747
Stock compensation expense (A)		632			339			1,064			1,220
Adjusted EBITDA	$	4,387			3,070			8,408			6,087

(A) Includes one-time charge of $675 in the three and six months ended December 31, 2008 related to accelerating vesting of the restricted stock of the Company’s former President, who passed away on July 20, 2008.