##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (MARK ONE)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-22839
 Globecomm Systems Inc.
  Delaware
    
    11-3225567(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)45 Oser Avenue,Hauppauge, NY
    
    11788(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (631) 231-9800
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



GLOBECOMM SYSTEMS INC.
  PagePart I  Financial InformationItem 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets  As of March 31, 2010 (unaudited) and June 30, 2009
    
    
    3Consolidated Statements of Operations (unaudited)  For the three and nine months ended
March 31, 2010 and 2009
    
    
    4Consolidated Statement of Changes in Stockholders Equity (unaudited)  For the nine
months ended March 31, 2010
    
    
    5Consolidated Statements of Cash Flows (unaudited)  For the nine months ended
March 31, 2010 and 2009
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    22Item 4.
    
    Controls and Procedures
    
    
    23Part II  Other InformationItem 1.
    
    Legal Proceedings
    
    
    24Item 1A.
    
    Risk Factors
    
    
    24Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    32Item 3.
    
    Defaults Upon Senior Securities
    
    
    32Item 4.
    
    Removed and Reserved
    
    
    32Item 5.
    
    Other Information
    
    
    32Item 6.
    
    Exhibits
    
    
    32Signatures
    
    
    34EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 GLOBECOMM SYSTEMS INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 March 31,
    
    
    June 30,2010
    
    
    2009(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    37,076
    
    
    $
    44,034Restricted cash
    
    
    5,027
    
    
    
    Accounts receivable, net
    
    
    46,748
    
    
    
    45,438Inventories
    
    
    33,648
    
    
    
    17,043Prepaid expenses and other current assets
    
    
    2,632
    
    
    
    2,292Deferred income taxes
    
    
    1,070
    
    
    
    1,058Total current assets
    
    
    126,201
    
    
    
    109,865Fixed assets, net
    
    
    37,691
    
    
    
    33,379Goodwill
    
    
    37,606
    
    
    
    25,613Intangibles, net
    
    
    16,648
    
    
    
    11,020Deferred income taxes
    
    
    8,129
    
    
    
    10,214Other assets
    
    
    1,625
    
    
    
    1,448Total assets
    
    $
    227,900
    
    
    $
    191,539Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    29,446
    
    
    $
    22,468Deferred revenues
    
    
    6,704
    
    
    
    5,259Accrued payroll and related fringe benefits
    
    
    4,893
    
    
    
    4,348Other accrued expenses
    
    
    9,191
    
    
    
    3,146Current portion of long term debt
    
    
    2,500
    
    
    
    Total current liabilities
    
    
    52,734
    
    
    
    35,221Other liabilities
    
    
    2,799
    
    
    
    924Long term debt
    
    
    10,000
    
    
    
    Deferred income taxes
    
    
    582
    
    
    
    582Commitments and contingenciesStockholders equity:Series A Junior Participating, shares
authorized, issued and outstanding: none at
March 31, 2010 and June 30, 2009
    
    
    
    
    
    
    Common stock, $.001 par value, 50,000,000
shares authorized, shares issued: 21,894,303
at March 31, 2010 and 21,339,807 at June 30,
2009
    
    
    21
    
    
    
    21Additional paid-in capital
    
    
    187,858
    
    
    
    184,736Accumulated deficit
    
    
    (23,361
    )
    
    
    (27,248
    )Treasury stock, at cost, 465,351 shares at March 31, 2010 and June 30, 2009
    
    
    (2,781
    )
    
    
    (2,781
    )Accumulated other comprehensive income
    
    
    48
    
    
    
    84Total stockholders equity
    
    
    161,785
    
    
    
    154,812Total liabilities and stockholders equity
    
    $
    227,900
    
    
    $
    191,539
  3




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##### Table of Contents



GLOBECOMM SYSTEMS INC.


CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues from infrastructure solutions
    
    $
    18,782
    
    
    $
    19,396
    
    
    $
    61,362
    
    
    $
    64,269Revenues from services
    
    
    34,018
    
    
    
    19,198
    
    
    
    96,196
    
    
    
    56,657Total revenues
    
    
    52,800
    
    
    
    38,594
    
    
    
    157,558
    
    
    
    120,926Costs and operating expenses:Costs from infrastructure solutions
    
    
    14,853
    
    
    
    15,938
    
    
    
    50,486
    
    
    
    53,124Costs from services
    
    
    24,822
    
    
    
    14,386
    
    
    
    70,907
    
    
    
    42,899Selling and marketing
    
    
    3,943
    
    
    
    2,891
    
    
    
    10,817
    
    
    
    9,220Research and development
    
    
    760
    
    
    
    636
    
    
    
    2,272
    
    
    
    1,456General and administrative
    
    
    6,478
    
    
    
    3,892
    
    
    
    17,209
    
    
    
    11,256Total costs and operating expenses
    
    
    50,856
    
    
    
    37,743
    
    
    
    151,691
    
    
    
    117,955Income from operations
    
    
    1,944
    
    
    
    851
    
    
    
    5,867
    
    
    
    2,971Interest income
    
    
    58
    
    
    
    33
    
    
    
    326
    
    
    
    511Interest (expense)
    
    
    (50
    )
    
    
    
    
    
    
    (50
    )
    
    
    Income before income taxes
    
    
    1,952
    
    
    
    884
    
    
    
    6,143
    
    
    
    3,482Provision for income taxes
    
    
    707
    
    
    
    342
    
    
    
    2,256
    
    
    
    1,164Net income
    
    $
    1,245
    
    
    $
    542
    
    
    $
    3,887
    
    
    $
    2,318Basic net income per common share
    
    $
    0.06
    
    
    $
    0.03
    
    
    $
    0.19
    
    
    $
    0.11Diluted net income per common share
    
    $
    0.06
    
    
    $
    0.03
    
    
    $
    0.19
    
    
    $
    0.11Weighted-average shares used in the
calculation of basic net income
per common share
    
    
    20,601
    
    
    
    20,210
    
    
    
    20,466
    
    
    
    20,184Weighted-average shares used in the
calculation of diluted net income
per common share
    
    
    21,030
    
    
    
    20,357
    
    
    
    20,884
    
    
    
    20,479
  4




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##### Table of Contents



GLOBECOMM SYSTEMS INC.


CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 2010
(In thousands)
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Treasury Stock
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    Shares
    
    
    Amount
    
    
    EquityBalance at June 30, 2009
    
    
    21,340
    
    
    $
    21
    
    
    $
    184,736
    
    
    $
    (27,248
    )
    
    $
    84
    
    
    
    465
    
    
    $
    (2,781
    )
    
    $
    154,812Proceeds from exercise of stock options
    
    
    34
    
    
    
    
    
    
    
    181
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    181Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    1,704
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,704Grant of restricted shares
    
    
    351Tax benefit from stock compensation plan
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Proceeds from  sale of common stock
    
    
    65
    
    
    
    
    
    
    
    497
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    497Grant of shares based upon Telaurus earn out
    
    
    104
    
    
    
    
    
    
    
    738
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    738Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,887
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,887Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36
    )
    
    
    
    
    
    
    
    
    
    
    (36
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,851Balance at March 31, 2010
    
    
    21,894
    
    
    $
    21
    
    
    $
    187,858
    
    
    $
    (23,361
    )
    
    $
    48
    
    
    
    465
    
    
    $
    (2,781
    )
    
    $
    161,785
  5




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##### Table of Contents



GLOBECOMM SYSTEMS INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Nine Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009Operating Activities:Net income
    
    $
    3,887
    
    
    $
    2,318Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    5,391
    
    
    
    4,198Provision for doubtful accounts
    
    
    679
    
    
    
    656Deferred income taxes
    
    
    2,086
    
    
    
    1,121Stock compensation expense
    
    
    1,704
    
    
    
    1,889Tax benefit from stock compensation plan
    
    
    2
    
    
    
    2Changes in operating assets and liabilities,
excluding the effect of acquisition:Accounts receivable
    
    
    1,969
    
    
    
    9,121Inventories
    
    
    (16,191
    )
    
    
    (4,315
    )Prepaid expenses and other current assets
    
    
    362
    
    
    
    (348
    )Other assets
    
    
    (156
    )
    
    
    (203
    )Accounts payable
    
    
    3,410
    
    
    
    (7,254
    )Deferred revenue
    
    
    1,361
    
    
    
    (3,146
    )Accrued payroll and related fringe benefits
    
    
    298
    
    
    
    (2,782
    )Other accrued expenses
    
    
    1,315
    
    
    
    80Other liabilities
    
    
    (131
    )
    
    
    (30
    )Net cash provided by operating activities
    
    
    5,986
    
    
    
    1,307Investing Activities:Purchases of fixed assets
    
    
    (6,823
    )
    
    
    (2,510
    )Acquisition of business, net of cash received
    
    
    (13,901
    )
    
    
    Cash payment for Telaurus earn out
    
    
    (353
    )
    
    
    Restricted cash
    
    
    (5,000
    )
    
    
    (6,170
    )Net cash used in investing activities
    
    
    (26,077
    )
    
    
    (8,680
    )Financing Activities:Proceeds from exercise of stock options
    
    
    181
    
    
    
    110Borrowings under acquisition loan
    
    
    12,500
    
    
    
    Proceeds from  sale of common  stock
    
    
    497
    
    
    
    Net cash provided by financing activities
    
    
    13,178
    
    
    
    110Effect of foreign currency translation on cash
    
    
    (45
    )
    
    
    6Net decrease in cash and cash equivalents
    
    
    (6,958
    )
    
    
    (7,257
    )Cash and cash equivalents at beginning of period
    
    
    44,034
    
    
    
    51,399Cash and cash equivalents at end of period
    
    $
    37,076
    
    
    $
    44,142Supplemental Disclosure of Cash Flow Information:Cash paid for interest
    
    $
    
    
    
    $
    Cash paid for income taxes
    
    
    342
    
    
    
    185
  6




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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010
(Unaudited)
 1. Basis of Presentation
   Principles of Consolidation
  Accounting Estimates
  Revenue Recognition
  7




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Costs from Infrastructure Solutions
  Costs from Services
  Research and Development
    8




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##### Table of Contents



Goodwill and Other Intangible Assets
    March 31,
    
    
    June 30,2010
    
    
    2009
    
    
    Depreciable life(Unaudited)(In thousands)Customer relationships
    
    $
    16,279
    
    
    
    10,574
    
    
    8-15 yearsSoftware
    
    
    1,287
    
    
    
    1,162
    
    
    5 yearsContracts backlog
    
    
    1,771
    
    
    
    971
    
    
    6 months-2 yearsCovenant not to compete
    
    
    125
    
    
    
    125
    
    
    5 yearsTrademarks
    
    
    82
    
    
    
    51
    
    
    3-5 years19,544
    
    
    
    12,883Less accumulated amortization
    
    
    2,896
    
    
    
    1,863Intangibles, net
    
    $
    16,648
    
    
    $
    11,020
   2010 (remainder of fiscal year)
    
    $
    5082011
    
    
    2,0242012
    
    
    1,8892013
    
    
    1,6082014
    
    
    1,582
 Comprehensive Income
  9




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Income Taxes
      Product Warranties
  Foreign exchange contracts
  Restricted Cash
  Subsequent Events
  Recent Accounting Pronouncements
  10




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##### Table of Contents



2. Basic and Diluted Net Income Per Common Share
  3. Inventories
  March 31,2010
    
    
    June 30,(Unaudited)
    
    
    2009(In thousands)Raw materials and component parts
    
    $
    1,447
    
    
    $
    797Work-in-progress
    
    
    33,475
    
    
    
    18,24334,922
    
    
    
    19,040Less progress payments
    
    
    1,274
    
    
    
    1,997$
    33,648
    
    
    $
    17,043
 4. Segment Information
   11




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009(Unaudited)(In thousands)Revenues:Infrastructure solutions
    
    $
    18,849
    
    
    $
    19,589
    
    
    $
    62,193
    
    
    $
    64,585Services
    
    
    35,834
    
    
    
    19,360
    
    
    
    102,831
    
    
    
    57,426Intercompany eliminations
    
    
    (1,883
    )
    
    
    (355
    )
    
    
    (7,466
    )
    
    
    (1,085
    )Total revenues
    
    $
    52,800
    
    
    $
    38,594
    
    
    $
    157,558
    
    
    $
    120,926Income (loss) from operations:Infrastructure solutions
    
    $
    (2,388
    )
    
    $
    (1,593
    )
    
    $
    (5,327
    )
    
    $
    (4,124
    )Services
    
    
    4,330
    
    
    
    2,440
    
    
    
    11,248
    
    
    
    7,078Interest income
    
    
    58
    
    
    
    33
    
    
    
    326
    
    
    
    511Interest expense
    
    
    (50
    )
    
    
    
    
    
    
    (50
    )
    
    
    Intercompany eliminations
    
    
    2
    
    
    
    4
    
    
    
    (54
    )
    
    
    17Income before income taxes
    
    $
    1,952
    
    
    $
    884
    
    
    $
    6,143
    
    
    $
    3,482Depreciation and amortization:Infrastructure solutions
    
    $
    444
    
    
    $
    516
    
    
    $
    1,411
    
    
    $
    1,531Services
    
    
    1,535
    
    
    
    945
    
    
    
    4,006
    
    
    
    2,701Intercompany eliminations
    
    
    (9
    )
    
    
    (11
    )
    
    
    (26
    )
    
    
    (34
    )Total depreciation and amortization
    
    $
    1,970
    
    
    $
    1,450
    
    
    $
    5,391
    
    
    $
    4,198Expenditures for long-lived assets:Infrastructure solutions
    
    $
    193
    
    
    $
    252
    
    
    $
    735
    
    
    $
    792Services
    
    
    747
    
    
    
    623
    
    
    
    6,088
    
    
    
    1,718Total expenditures for long-lived assets
    
    $
    940
    
    
    $
    875
    
    
    $
    6,823
    
    
    $
    2,510
 March 31,2010
    
    
    June 30,(Unaudited)
    
    
    2009(In thousands)Assets:Infrastructure solutions
    
    $
    196,682
    
    
    $
    191,677Services
    
    
    114,260
    
    
    
    72,544Intercompany eliminations
    
    
    (83,042
    )
    
    
    (72,682
    )Total assets
    
    $
    227,900
    
    
    $
    191,539
 5. Long Term Debt
   12




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6. Acquisition
      Total current assets
    
    $
    7,920Fixed assets
    
    
    1,828Other assets
    
    
    30Goodwill
    
    
    10,877Customer relationships
    
    
    5,705Software
    
    
    125Contracts backlog
    
    
    800Trademarks
    
    
    31Liabilities
    
    
    (6,975
    )Total Purchase Price
    
    $
    20,341
 13




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Nine MonthsEndedMarch 31, 2010(in thousands)(unaudited)Revenues
    
    $
    171,970Net income
    
    $
    4,568Basic net income per common share
    
    $
    0.22Diluted net income per common share
    
    $
    0.22
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview
   14




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Critical Accounting Policies
  Revenue Recognition
  15




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Costs from Infrastructure Solutions
  Goodwill and Other Intangible Assets Impairment
  16




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##### Table of Contents



Deferred tax assets
    Stock-Based Compensation
   Allowances for Doubtful Accounts
  Inventories
  17




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Recent Accounting Pronouncements
    Results of Operations
 Three and Nine Months Ended March 31, 2010 and 2009
  Revenues from Infrastructure Solutions.
 Revenues from Services.
 Costs from Infrastructure Solutions.
 18




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##### Table of Contents



Costs from Services.
 Selling and Marketing.
 Research and Development
 General and Administrative
 Interest Income
 19




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##### Table of Contents



Interest Expense
 Provision for Income Taxes
 Liquidity and Capital Resources
       20




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##### Table of Contents



Contractual Obligations
    
    Payments Due by PeriodMoreLess than 1
    
    
    
    
    
    
    
    
    
    
    than 5Total
    
    
    year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsOperating leases
    
    $
    63,779
    
    
    $
    34,100
    
    
    $
    21,912
    
    
    $
    6,889
    
    
    $
    878Long term debt
    
    $
    12,500
    
    
    $
    2,500
    
    
    $
    7,500
    
    
    $
    2,500Total contractual cash
obligations
    
    $
    76,279
    
    
    $
    36,600
    
    
    $
    29,412
    
    
    $
    9,389
    
    
    $
    878
 Amount of Commitment Expiration Per PeriodTotal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MoreAmounts
    
    
    Less than 1
    
    
    1-3
    
    
    4-5
    
    
    Than 5Other Commercial Commitments
    
    Committed
    
    
    year
    
    
    years
    
    
    years
    
    
    yearsStandby letters of credit
    
    $
    9,779
    
    
    $
    5,002
    
    
    $
    4,301
    
    
    $
    476
    
    
    $
    Total commercial
commitments
    
    $
    9,779
    
    
    $
    5,002
    
    
    $
    4,301
    
    
    $
    476
    
    
    $
    
 21




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Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    22




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
 Changes in Internal Control Over Financial Reporting.
 23




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Part II  Other Information
 
 Item 1. Legal Proceedings
 None
 
 Item 1A. Risk Factors
 Risk Related to our Business
 Reductions in telecommunications equipment and systems spending have negatively affected our
revenues and profitability of our infrastructure solutions segment.
  A limited number of customer contracts account for a significant portion of our revenues, and the
inability to replace a key customer contract or the failure of the customer to implement its plans
would adversely affect our results of operations, business and financial condition.
  We derive a substantial portion of our revenues from the government marketplace, and a downturn in
this marketplace would adversely affect us.
   Risks associated with operating in international markets, including areas of conflict, could
restrict our ability to expand globally and harm our business and prospects.
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
    
    general political and economic instability in international markets, including the
hostilities in Iraq and Afghanistan, could impede our ability to deliver our products
and services to customers;
    
    difficulties in collecting accounts receivable;
    
    changes in regulatory requirements could restrict our ability to deliver services to
our international customers, including the addition of a country to the list of
sanctioned countries under the International Emergency Economic Powers Act or similar
legislation;
    
    export restrictions, tariffs, licenses and other trade barriers could prevent us
from adequately equipping our network facilities;
    
    differing technology standards across countries may impede our ability to integrate
our products and services across international borders;
    
    protectionist laws and business practices favoring local competition may give
unequal bargaining leverage to key vendors in countries where competition is scarce,
significantly increasing our operating costs;
    
    increased expenses associated with marketing services in foreign countries could
affect our ability to compete;
    
    relying on local subcontractors for installation of our products and services could
adversely impact the quality of our products and services;
    
    difficulties in staffing and managing foreign operations could affect our ability
to compete;
    
    complex foreign laws and treaties could affect our ability to compete; and
    
    potentially adverse taxes could affect our results of operations.
  We derive a substantial portion of our revenues from fixed-price projects, under which we assume
greater financial risk if we fail to accurately estimate the costs of the projects.
  Our service revenue has increased as a percentage of total revenue and if our service revenue
decreases or margins decrease, our results of operations will be harmed
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Future acquisitions and strategic investments may divert our resources and managements attention,
results may fall short of expectations and, as a result, our operating results may be difficult to
forecast and may be volatile.
  
    
    failure of the acquisition or investment to meet
the expectations upon which we made a decision to
proceed;
    
    difficulties in the integration of the operations,
technologies, products and personnel of an acquired
business;
    
    diversion of managements attention from other business concerns;
    
    substantial transaction costs;
    
    the potential of significant goodwill and
intangibles write-offs in the future in the event that
an acquisition does not meet expectations;
    
    increased expenses associated with the consummation and integration of the acquisition; and
    
    loss of key employees, customers or suppliers of any acquired business.
  In the event of a catastrophic loss affecting our operations in Hauppauge, New York, Laurel,
Maryland or the Netherlands, our results of operations would be harmed.
  Our markets are highly competitive and we have many established competitors, and we may lose market
share as a result.
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If our products and services are not accepted in developing countries with emerging markets, our
revenues will be impaired.
  
    
    the speed at which communications infrastructure, including terrestrial microwave,
coaxial cable and fiber optic communications systems, which compete with
satellite-based services, is built;
    
    the effectiveness of our local resellers and sales representatives in marketing and
selling our products and services; and
    
    the acceptance of our products and services by customers.
  Since sales of satellite communications equipment are dependent on the growth of communications
networks, if market demand for these networks does not increase from recent depressed levels, our
revenue and profitability are likely to decline.
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We depend upon certain key personnel and may not be able to retain these employees. If we lose the
services of these individuals or cannot hire additional qualified personnel, our business will be
harmed.
   Satellites upon which we rely may malfunction or be damaged or lost.
  We depend on our suppliers, some of which are our sole or a limited source of supply, and the loss
of these suppliers could materially adversely affect our business, results of operations and
financial condition.
  Our network may experience security breaches, which could disrupt our services.
  If the satellite communications industry fails to continue to develop or new technology makes it
obsolete, our business and financial condition will be harmed.
  We may not be able to keep pace with technological changes, which would make our products and
services become non-competitive and obsolete.
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Unauthorized use of our intellectual property by third parties may damage our business.
    Defending against intellectual property infringement claims could be time consuming and expensive,
and if we are not successful, could cause substantial expenses and disrupt our business.
  Risks Related to the Securities Markets and Ownership of Our Common Stock
 Our stock price is volatile.
  
    
    quarterly variations in operating results;
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
    
    announcements of new technology, products or services by us or any of our
competitors;
    
    changes in financial estimates or recommendations by securities analysts;
    
    general market conditions; or
    
    domestic and international economic factors unrelated to our performance.
   Because our common stock is thinly traded, it may be difficult to sell shares of our common stock
into the markets without experiencing significant price volatility.
  A third party could be prevented from acquiring shares of our stock at a premium to the market
price because of our anti-takeover provisions.
  We have not paid dividends in the past and do not expect to pay dividends in the future, and any
return on investment may be limited to the value of our stock.
  Risks Related to Government Approvals
 We are subject to many government regulations, and failure to comply with them will harm our
business.
 Operations and Use of Satellites
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Foreign Regulations
  Regulation of the Internet
  Telecommunications Taxation, Support Requirements, and Access Charges
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Export of Telecommunications Equipment
  Foreign Ownership
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Removed and Reserved
 
 Item 5. Other Information
  
 Item 6. Exhibits
 Index to Exhibits:
 Exhibit No.3.1
    
    Amended and Restated Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to
the Annual Report on Form 10-K dated September 28, 1998 (Reg. No. 000-22839) (the Annual
Report), and hereby incorporated by reference.3.2
    
    Amended and Restated By-Laws of the Registrant, filed as Exhibit 3.3 to the Annual Report,
and hereby
incorporated by reference.
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Exhibit No.31.1
    
    Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as amended (filed herewith).31.2
    
    Chief Financial Officer Certification required by Rules 13a- 14 and 15d- 14 under the
Securities Exchange Act of 1934, as amended (filed herewith).32
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
 
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SIGNATURES
  GLOBECOMM SYSTEMS INC
(Registrant)Date: May 10, 2010
    /s/ DAVID E. HERSHBERGDavid E. HershbergChairman of the Board and
Chief Executive Officer
(Principal Executive Officer)Date: May 10, 2010
    /s/ ANDREW C. MELFIAndrew C. MelfiSenior Vice President, Chief Financial
Officer and Treasurer (Principal
Financial and Accounting Officer) 34




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Index to Exhibits:
 Exhibit No.31.1
    
    Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as amended (filed herewith).31.2
    
    Chief Financial Officer Certification required by Rules 13a- 14 and 15d- 14 under the
Securities Exchange Act of 1934, as amended (filed herewith).32
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
 35