<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
------------------------------------------------
OR
[ ] 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.
(Exact name of Registrant as specified in its charter)
DELAWARE 11-3225567
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
45 OSER AVENUE, 11788
HAUPPAUGE, NY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 231-9800
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of February 4, 2000, there were 9,650,298 shares outstanding of the
registrant's Common Stock, par value $.001.
1
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GLOBECOMM SYSTEMS INC.
Index to the December 31, 1999 Form 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I -- Financial Information
Item 1. Consolidated Financial Statements .................................................. 3
Consolidated Balance Sheets -- As of December 31, 1999 and June 30, 1999............ 3
Consolidated Statements of Operations -- For the three and six months ended
December 31, 1999 and 1998........................................................ 5
Consolidated Statement of Changes in Stockholders' Equity -- For the six months
ended December 31, 1999........................................................... 6
Consolidated Statements of Cash Flows -- For the six months ended December 31, 1999
and 1998.......................................................................... 7
Notes to Consolidated Financial Statements.......................................... 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..................................... 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......................... 23
Part II -- Other Information
Item 1. Legal Proceedings................................................................... 24
Item 2. Changes in Securities and Use of Proceeds........................................... 24
Item 3. Defaults Upon Senior Securities..................................................... 24
Item 4. Submission of Matters to a Vote of Security Holders................................. 24
Item 5. Other Information................................................................... 24
Item 6. Exhibits and Reports on Form 8-K.................................................... 24
Signatures.......................................................................... 26
</TABLE>
2
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PART I -- FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
GLOBECOMM SYSTEMS INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
------------ --------
1999 1999
---- ----
(UNAUDITED) (1)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 23,071 $ 11,944
Restricted cash................................................ 832 3,486
Accounts receivable, net....................................... 15,419 18,147
Inventories, net............................................... 4,832 6,419
Prepaid expenses and other current assets...................... 1,685 1,207
---------- --------
Total current assets............................................. 45,839 41,203
Fixed assets, net................................................ 25,250 12,684
Investments...................................................... 2,961 2,961
Other assets, net................................................ 1,840 1,162
---------- --------
Total assets..................................................... $ 75,890 $ 58,010
========== ========
</TABLE>
See accompanying notes.
3
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GLOBECOMM SYSTEMS INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
------------ --------
1999 1999
---- ----
(UNAUDITED) (1)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................................ $ 11,672 $ 18,749
Deferred revenue........................................................ 591 299
Accrued payroll and related fringe benefits............................. 676 859
Accrued commissions..................................................... 14 72
Other accrued expenses.................................................. 2,349 1,774
Deferred liability...................................................... 420 -
Capital lease obligations............................................... 375 -
-------- --------
Total current liabilities................................................. 16,097 21,753
Capital lease obligations, less current................................... 10,736 -
Deferred liability, less current.......................................... 1,680 -
Minority interests in consolidated subsidiary............................. 1,963 -
Series A Participating Preferred stock of consolidated subsidiary, at
redemption value........................................................ 5,000 -
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value, 3,000,000 shares authorized:
Class A Convertible, shares authorized, issued and outstanding: none
at December 31, 1999 and June 30, 1999.............................. - -
Class B Convertible, shares authorized, issued and outstanding: none
at December 31 1999 and June 30, 1999............................... - -
Series A Junior Participating, shares authorized, issued and
outstanding: none at December 31, 1999 and June 30, 1999........... - -
Common stock, $.001 par value, 22,000,000 shares authorized, shares
issued: 9,712,988 at December 31, 1999 and 9,365,489 at June 30, 1999. 10 9
Additional paid-in capital.............................................. 55,781 52,061
Accumulated deficit..................................................... (14,319) (14,717)
Deferred compensation................................................... (255) (293)
Treasury stock at cost, 139,638 shares at December 31, 1999 and June 30,
1999.................................................................. (803) (803)
-------- --------
Total stockholders' equity................................................ 40,414 36,257
-------- --------
Total liabilities and stockholders' equity................................ $ 75,890 $ 58,010
======== ========
</TABLE>
See accompanying notes.
(1) The consolidated balance sheet at June 30, 1999 has been derived from the
audited consolidated financial statements at that date but does not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
4
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GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues....................... $ 17,373 $ 11,882 $ 36,798 $ 25,175
Costs of revenues.............. 14,968 10,246 31,885 21,919
------------ ----------- ------------ ------------
Gross profit................... 2,405 1,636 4,913 3,256
------------ ----------- ------------ ------------
Operating expenses:
Network operations.......... 442 106 718 204
Selling and marketing....... 1,381 1,293 2,426 2,324
Research and development.... 225 259 355 550
General and administrative.. 2,130 1,366 4,114 2,656
Terminated acquisition costs - - - 972
----------- ----------- ------------ ------------
Total operating expenses....... 4,178 3,024 7,613 6,706
------------ ----------- ------------ ------------
Loss from operations........... (1,773) (1,388) (2,700) (3,450)
Other income (expense):
Interest income............. 277 272 448 610
Interest expense............ (258) - (317) -
Gain on sale of subsidiary's
common stock.............. 2,353 - 2,353 -
------------ ----------- ------------ ------------
Income (loss) before minority
interests.................... 599 (1,116) (216) (2,840)
Minority interests in
operations of consolidated
subsidiary ................... 538 - 614 -
------------ ----------- ------------ ------------
Net income (loss).............. $ 1,137 $ (1,116) $ 398 $ (2,840)
------------ ----------- ------------ ------------
Basic net income (loss) per
common share................. $ 0.12 $ (0.12) $ .04 $ (0.31)
------------ ----------- ------------ ------------
Diluted net income (loss) per
common share................. $ 0.11 $ (0.12) $ .04 $ (0.31)
------------ ----------- ------------ ------------
Weighted-average shares used in
the calculation of net income
(loss) per common share:
Basic........................ 9,266 9,092 9,268 9,127
------------ ----------- ------------ ------------
Diluted...................... 10,298 9,092 10,157 9,127
------------ ----------- ------------ ------------
</TABLE>
See accompanying notes.
5
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GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TREASURY STOCK TOTAL
------------- PAID-IN ACCUMULATED DEFERRED --------------- STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT COMPENSATION SHARES AMOUNT EQUITY
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1999....... 9,365 $ 9 $ 52,061 $ (14,717) $ (293) 140 $ (803) $ 36,257
Net proceeds from issuance of
consolidated subsidiary's
common stock................. 3,398 3,398
Minority interests resulting
from issuance of consolidated
subsidiary's common stock.... (1,903) (1,903)
Proceeds from exercise of stock
options ..................... 334 1 2,069 2,070
Issuance of common stock in
connection with employee
stock purchase plan ......... 14 119 119
Options granted to employees
and directors 37 37
Amortization of deferred
compensation......... 38 38
Net income............. 398 398
---------------------------------------------------------------------------------------
Balance at December 31, 1999 9,713 $ 10 $ 55,781 $ (14,319) $ (255) 140 $ (803) $ 40,414
---------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
6
<PAGE>
GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------------------------
DECEMBER 31, DECEMBER 31,
1999 1998
------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)......................................... $ 398 $ (2,840)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization......................... 1,108 812
Stock compensation expense............................ 75 37
Provision (credit) for doubtful accounts.............. 153 (13)
Minority interests in operations of consolidated (614) -
subsidiary............................................
Gain on sale of subsidiary's common stock............. (2,353) -
Changes in operating assets and liabilities:
Accounts receivable................................. 2,575 (150)
Inventories, net.................................... 1,238 (980)
Prepaid expenses and other current assets........... (478) (218)
Other assets........................................ (760) (24)
Accounts payable.................................... (7,077) 1,962
Deferred revenue.................................... 292 (8)
Accrued payroll and related fringe benefits......... (183) (218)
Accrued commissions and other accrued expenses...... 393 305
Deferred liability.................................. 2,100 -
------------------------------------
Net cash used in operating activities..................... (3,133) (1,335)
------------------------------------
INVESTING ACTIVITIES:
Purchases of investments.................................. - (1,559)
Purchases of fixed assets................................. (2,393) (1,152)
Restricted cash........................................... 2,654 (371)
Proceeds from sale of consolidated subsidiary's common stock 3,500 -
------------------------------------
Net cash provided by (used in) investing activities....... 3,761 (3,082)
------------------------------------
FINANCING ACTIVITIES:
Proceeds from sale of consolidated subsidiary common
stock, net of issuance costs of $1,002.................. 3,398 -
Proceeds from sale of consolidated subsidiary's preferred 5,000 -
stock...................................................
Proceeds from exercise of stock options................... 2,070 -
Proceeds from sale of common stock in connection with
employee stock purchase plan............................ 119 -
Purchases of treasury stock............................... - (545)
Payments under capital leases............................. (88) (17)
------------------------------------
Net cash provided by (used in) financing activities....... 10,499 (562)
------------------------------------
Net increase (decrease) in cash and cash equivalents..... 11,127 (4,979)
Cash and cash equivalents at beginning of period.......... 11,944 21,342
------------------------------------
Cash and cash equivalents at end of period................ $ 23,071 $ 16,363
====================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest.................................... $ 317 $ 1
====================================
</TABLE>
See accompanying notes.
7
<PAGE>
Globecomm Systems Inc.
Notes to Consolidated Financial Statements
December 31, 1999
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and in accordance with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all material
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation of the results for the periods have been included. The
results of operations for the three and six months ended December 31, 1999 are
not necessarily indicative of the results that may be expected for the full
fiscal year ended June 30, 2000, or for any future period. The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates and assumptions.
The accompanying consolidated financial statements should be read in
conjunction with the audited consolidated financial statements of the Company
for the fiscal year ended June 30, 1999 and the accompanying notes thereto
contained in the Company's Annual Report on Form 10-K, filed with the Securities
and Exchange Commission on September 28, 1999.
Reclassifications
Certain balances in the second quarter of fiscal year ended June 30,
1999 have been reclassified to conform to the second quarter fiscal year ended
June 30, 2000 and fiscal year ended June 30, 1999 presentation.
In addition, $2.1 million of the proceeds from the sale of a minority
interest in common stock of NetSat Express, Inc. ("NetSat Express"), a
majority-owned subsidiary of the Company, during the first quarter of fiscal
2000 was reclassified during the second quarter of fiscal 2000 ended December
31, 1999 to reflect the value of the Technology Agreement entered into in
connection with NetSat Express' common stock offering (see Note 4.
Subsidiary Equity Transactions).
Comprehensive Income
The Company's comprehensive income (loss) for the three and six months
ended December 31, 1999 and 1998, were equal to the respective net income (loss)
for each of the respective periods presented.
Income Taxes
A valuation allowance has been established to offset deferred tax assets
primarily related to net operating loss carryforwards, as there is no assurance
of future taxable income. Due to the gain on the sale of the subsidiary's common
stock during the fiscal 2000 second quarter ended December 31, 1999, it is
anticipated that the Company will realize taxable income for the fiscal 2000
year ended June 30, 2000. As such, the valuation allowance has been reduced
accordingly.
2. Basic and Diluted Income (Loss) Per Share
Basic income (loss) per share for the three months ended December 31,
1999 and 1998 and the six months ended December 31, 1999 and 1998 is based on
the weighted-average number of common shares outstanding during the period.
Diluted income per share for the three months ended December 31, 1999 and the
six months ended December 31, 1999 included the effect of approximately
1,002,000 and 866,000 stock options and approximately 30,000 and 23,000
warrants, respectively. Diluted loss per share for the three months ended
December 31, 1998 and the six months ended December 31, 1998 excluded the
8
<PAGE>
effect of approximately 119,000 and 235,000 stock options and no warrants,
respectively, since the effect of inclusion would have been anti-dilutive as the
Company reported a net loss for the periods then ended.
3. Inventories
Inventories, which consist primarily of work-in-progress from costs incurred in
connection with specific customer contracts, are stated at the lower of cost
(using the first-in, first-out method of accounting) or market value, less
customer progress payments.
Inventory consists of the following:
DECEMBER 31, JUNE 30,
1999 1999
-------------------------
(UNAUDITED) (AUDITED)
(IN THOUSANDS)
Raw materials and component parts........ $ 100 $ 87
Work-in-progress......................... 8,469 9,975
-------------------------
8,569 10,062
Less progress payments................... 3,737 3,643
-------------------------
$ 4,832 $ 6,419
=========================
4. Subsidiary Equity Transactions
On August 11, 1999, the Company contributed $3,500,000 of the amount it
was owed at June 30, 1999 from NetSat Express as additional paid-in capital and
entered into a promissory note agreement with NetSat Express for the repayment
of the balance of $3,582,000. The promissory note is due and payable in
seven-years and accrues interest (payable monthly) at a variable rate equal to
the Company's cost of funds, which is currently at the prime rate plus 1%.
Amounts owed by NetSat Express to the Company pursuant to the Master Operating
Agreement and for any advances made subsequent to June 30, 1999 are payable
currently.
On August 11, 1999, NetSat Express issued and sold 1,000,000 shares of
its Series A Participating Preferred Stock ("Preferred Stock") for $5 per share
and 2,000,000 shares of its common stock for $2.50 per share in a private
offering yielding net proceeds of approximately $6,963,000, net of offering
costs of approximately $937,000. In connection with the common stock offering
NetSat Express entered into a Technology Agreement to purchase $5,000,000 of
services from a company participating in the private common stock offering. As a
result, the Company allocated $2.1 million from the proceeds of the common stock
offering to the value of the Technology Agreement based on an independent
valuation and classified such between current and non-current deferred liability
at December 31, 1999 (see Note 1. Reclassifications). The Company's common stock
ownership percentage in NetSat Express was reduced from approximately 95% to
approximately 81% following the issuance and sale of the common stock.
Accordingly, the Company recorded a credit to stockholders' equity of
approximately $1,700,000 reflecting the increase in its share of the net equity
of NetSat Express as a result of the common stock offering and the $3,500,000 of
additional capital contributed by the Company.
The preferred stock has preference in liquidation and each share of
preferred stock is convertible into one share of common stock at the option of
the holder at any time, or automatically following the third anniversary of the
date of issuance, or following the period of 180 days after an initial public
offering ("IPO") plus sixty consecutive days on which the price per share of the
common stock is equal to or greater than $7.5 per share.
Prior to an IPO the holders of Preferred Stock shall be entitled to
receive an annual dividend on the anniversary date of issuance equal to 0.166667
shares of common stock for each share of Preferred Stock until the third
anniversary date of the Preferred Stock issuance provided that if the fair
market value of the common stock issued as dividends is less than $2,500,000,
the holders of the Preferred Stock will be entitled to receive a special
dividend equal to the shortfall. Additionally, the holder of the Preferred Stock
may purchase up to $5,000,000 in services from NetSat Express at cost, as
9
<PAGE>
defined in the agreement, and payment for such services, at the option of the
holder, may be either in dollars or shares of the NetSat Express' common stock
valued at fair market value. In connection with the sale of preferred stock and
common stock, NetSat Express paid an investment advisor a fee of $500,000 and
issued a warrant to purchase 200,000 shares of common stock at $3.00 per share
which expires in five years.
During October 1999, the Company and NetSat Express entered into a
common stock purchase agreement with an investor to purchase 2,000,000 shares of
NetSat Express common stock for $2.50 per share, of which 1,400,000 shares were
purchased directly from the Company and 600,000 shares were issued and sold
directly by NetSat Express, yielding net proceeds of approximately $4,935,000,
net of offering costs of $65,000. As a result, the Company recorded a gain of
approximately $2,353,000 from the sale of its 1,400,000 shares of NetSat Express
common stock during the second quarter of fiscal 2000 ended December 31, 1999.
The Company's common stock ownership percentage in NetSat Express was reduced
from approximately 81% to approximately 68.5% following the issuance and sale of
the NetSat Express common stock. Accordingly, the Company recorded a credit to
stockholders' equity of approximately $830,000 reflecting the increase in its
share of the net equity of NetSat Express as a result of the common stock
offering.
On November 11, 1999, the Board of Directors of NetSat Express
approved, effective on November 11, 1999, a 2-for-1 common stock split in the
form of a stock dividend of NetSat Express. Accordingly, the accompanying
consolidated financial statements and footnotes have been retroactively restated
to reflect the stock dividend.
In order to comply with NetSat Express' Amended and Restated Certificate
of Incorporation to allow for the effectuation of a Preferred Stock dividend,
NetSat Express intends to amend and restate the Amended and Restated Certificate
of Incorporation to provide for a two-for-one stock split of its Preferred
Stock to be effected as a dividend of one share of Preferred Stock for each
share of Preferred Stock outstanding.
5. Commitments and Contingencies
In September 1999, NetSat Express signed a 15-year lease for
satellite space segment on the SatMex 5 satellite. This satellite will provide
NetSat Express the capability of providing its services to the Caribbean Islands
and the North, South and Central America regions covered by the SatMex 5
satellite. In connection with this lease, NetSat Express recorded equipment
under a capital lease of approximately $11,199,000 and the related current and
long-tem portion of the capital lease obligation in the accompanying
consolidated balance sheet. The annual lease payments for this capital lease is
approximately $1,387,000, and has a total lease commitment of approximately
$20.8 million over the 15-year lease term.
6. Segment Information
The Company operates through two business segments. Its Ground Segment
Systems and Networks Segment, through Globecomm Systems Inc., is engaged in the
design, assembly and installation of ground segment systems and network
solutions for the complex and changing communications requirements of its
customers. The Company's ground segment systems typically consist of an earth
station and ancillary subsystems such as microwave links for back-haul of
traffic to a central office or generators for emergency power restoral. An earth
station is an integrated system consisting of antennas, transmitting and
receiving equipment, modulation/demodulation equipment, monitor and control
systems and voice, data and video network interface equipment. Its Data
Communications Services Segment, through its majority-owned NetSat Express
subsidiary, is engaged in providing high-speed, satellite-delivered data
communications to developing markets worldwide. NetSat Express is currently
providing Internet access to customers who have limited or no access to
terrestrial network infrastructure capable of supporting the economical delivery
of such services.
The Company's reportable segments are business units that offer different
products and services. The reportable segments are each managed separately
because they provide distinct products and services.
10
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The following is the Company's business segment information as of and for the
three and six months ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
----------------------------- ---------------------------
(IN THOUSANDS) (IN THOUSANDS)
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Ground Segment Systems and
Networks...................... $ 17,845 $ 11,531 $ 36,363 $ 24,482
Data Communications Services 2,300 351 4,089 693
Intercompany eliminations..... (2,772) - (3,654) -
----------------------------- --------------------------
Total revenues.................. $ 17,373 $ 11,882 $ 36,798 $ 25,175
----------------------------- --------------------------
Income (loss) from operations:
Ground Segment Systems and
Networks...................... $ 13 $ (862) $ (79) $ (2,469)
Data Communications Services (1,637) (526) (2,378) (981)
Interest Income................. 277 272 448 610
Interest expense................ (258) - (317) -
Gain on sale of subsidiary
common stock.................... 2,353 - 2,353 -
Minority interests in operations
of consolidated subsidiary.... 538 - 614 -
Intercompany eliminations....... (149) - (243) -
----------------------------- --------------------------
Net income (loss)............... $ 1,137 $ (1,116) $ 398 $ (2,840)
----------------------------- --------------------------
Depreciation and amortization:
Ground Segment Systems and
Networks...................... $ 374 $ 323 $ 752 $ 647
Data Communications Services 179 79 356 165
Intercompany eliminations..... 1 - - -
----------------------------- --------------------------
Total depreciation and
amortization.................. $ 554 $ 402 $ 1,108 $ 812
----------------------------- --------------------------
Expenditures for long-lived
assets:
Ground Segment Systems and
Networks...................... $ 572 $ 759 $ 689 $ 876
Data Communications Services 1,506 272 1,737 276
Intercompany eliminations..... 4 - (33) -
----------------------------- --------------------------
Total expenditures for
long-lived assets.............. $ 2,082 $ 1,031 $ 2,393 $ 1,152
----------------------------- --------------------------
</TABLE>
DECEMBER 31, JUNE 30,
1999 1999
(UNAUDITED) (AUDITED)
-------------------------
(IN THOUSANDS)
Assets:
Ground Segment Systems and Networks........ $ 60,352 $ 62,664
Data Communications Services............... 25,466 3,200
Intercompany eliminations.................. (9,928) (7,854)
-------------------------
Total assets................................. $ 75,890 $ 58,010
-------------------------
11
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This Quarterly Report on Form 10-Q contains certain statements of a
forward-looking nature relating to future events or the future financial
performance of the Company. Such statements are only predictions and the actual
events or results may differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below as well as those discussed in other
filings made by the Company with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K and Quarterly Reports on Form
10-Q.
OVERVIEW
Globecomm Systems Inc. (the "Company" or "GSI"), incorporated in Delaware on
August 17, 1994, designs, assembles and installs satellite ground segment
systems and networks which support a wide range of satellite communications
applications, including fixed, mobile and direct broadcast services as well as
certain military applications. The Company's customers include prime
communications infrastructure contractors, government-owned postal, telephone
and telegraph providers ("PTTs"), Internet Service Providers ("ISPs"),
government entities, other telecommunications carriers, producers and
distributors of news and entertainment content and other corporations. The
Company's ground segment systems typically consist of an earth station, which is
an integrated system designed to transmit and receive signals to and from
satellites, together with ancillary subsystems. The Company's ground segment
networks are typically comprised of two or more ground segment systems
communicating with a satellite and interconnected with a terrestrial network.
During fiscal 1997, the Company established a subsidiary, NetSat Express, Inc.
("NetSat Express"), to develop service revenues by providing high-speed,
satellite-delivered data communications to developing markets worldwide. More
recently, the Company, in concert with NetSat Express, has begun supplying
end-to-end service solutions bundled with the facilities at both ends of the
service provided. These end-to-end services are provided as part of our strategy
to offer enterprise service solutions. The Company's enterprise service
solutions typically are comprised of ground segment systems and networks in
combination with terrestrial and space segment services to provide end-to-end
service solutions.
The combination of GSI as a ground segment systems and network provider, and
NetSat Express as a satellite-delivered data communications services provider,
allows us to provide end-to-end solutions and services to enterprises globally.
Solutions include engineering and implementation of satellite communications and
terrestrial communications technology. Services include provision of Internet
connectivity, Intranet extension, media distribution and other network services
on a global basis. NetSat Express is currently providing Internet access to
customers who have limited or no access to terrestrial network infrastructure
capable of supporting the economical delivery of such services.
RESULTS OF OPERATIONS
Three and Six Months Ended December 31, 1999 and 1998
Revenues. Revenues increased by $5.5 million, or 46.2%, to $17.4 million
for the three months ended December 31, 1999 and increased by $11.6 million, or
46.2% to $36.8 million for the six months ended December 31, 1999 compared to
$11.9 million and $25.2 million for the comparable three and six months ended
December 31, 1998, repectively. The increase reflects increased shipments for
both international and domestic projects and an increase in revenues generated
by NetSat Express. Although the Company experienced increased revenues for the
three and six months ended December 31, 1999, the Company expects the trend in
revenues that adversely affected its results of operations for the fiscal year
ended June 30, 1999 to continue to adversely impact the Company. These trends
include the difficult economic conditions in the Pacific Rim region, Russia and
other international markets and the decrease in bookings received by the Company
from these regions.
Gross Profit. Gross profit increased by $0.8 million, or 47.0%, to $2.4
million, for the three months ended December 31, 1999 and increased by $1.7
million, or 50.9% to $4.9 million, for the six months ended December 31,
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1999 from $1.6 million and $3.3 million for the comparable three and six months
in the preceding year. The increase reflects increased shipments for both
international and domestic projects and an increase in revenues generated by
NetSat Express. Gross profit as a percentage of revenues for the three months
ended December 31, 1999 and 1998 were constant at 13.8 % and increased to 13.4%
for the six months ended December 31, 1999 in comparison to 12.9% for the same
six months ended in the preceding year. This increase is mainly attributable to
an increase in the NetSat Express gross profit for the six months ended December
31, 1999 compared to the comparable period in the prior year.
Network Operations. Network operations expenses increased by $0.3
million or 317.0%, to $0.4 million for the three months ended December 31, 1999
and increased by $0.5 million, or 252.0% to $0.7 million, for the six months
ended December 31, 1999 compared to $0.1 million and $0.2 million for the
comparable three and six months ended December 31, 1998. The increase is due to
the continuing expansion of NetSat Express' Network Operations Center and
related expenses to support the increasing service base.
Selling and Marketing. Selling and marketing expenses increased by $0.1
million or 6.8%, to $1.4 million for the three months ended December 31, 1999
and increased by $0.1 million, or 4.4% to $2.4 million, for the six months ended
December 31, 1999 compared to $1.3 million and $2.3 million for the comparable
three and six months ended December 31, 1998. This slight increase is
attributable to an increase in NetSat Express sales and marketing efforts.
Research and Development. Research and development expenses remained
relatively consistent for the three months ended December 31, 1999 and 1998 and
decreased by $0.2 million, or 35.5% to $0.4 million for the six months ended
December 31, 1999 compared to $0.6 million for the six months ended December 31,
1998. This decrease is due to the Company reducing research and development
efforts in the first quarter ended September 30, 1999.
General and Administrative. General and administrative expenses
increased by $0.8 million or 55.9%, to $2.1 million for the three months ended
December 31, 1999 and increased by $1.5 million, or 54.9% to $4.1 million, for
the six months ended December 31, 1999 compared to $1.4 million and $2.7 million
for the comparable three and six months ended December 31, 1998. General and
administrative expenses as a percentage of revenues increased to 12.3% from
11.5% for the three months ended December 31, 1999 and 1998, respectively and
11.2% from 10.6% for six months ended December 31, 1999 and 1998, respectively.
The increase in general and administrative expenses for the three months and six
months ended mainly resulted from an increase in NetSat Express personnel and
related expenses.
Terminated Acquisition. Terminated acquisition costs of approximately
$1.0 million for the six months ended December 31, 1998 relate to certain legal,
accounting and other expenses associated with the termination of a proposed
acquisition of a mobile satellite communications business during the first
quarter ended September 30, 1998 due to the determination that such acquisition
was not in the best interest of the Company's stockholders.
Interest Income. Interest income remained relatively consistent at $0.3
million for the three months ended December 31, 1999 and 1998 and decreased by
$0.2 million, or 26.6% to $0.4 million for the six months ended December 31,
1999 compared to $0.6 million for the six months ended December 31, 1998. This
decrease was primarily due to the reduction of cash and cash equivalents during
the first quarter ended September 30, 1999 compared to same period in the prior
year.
Interest Expense. Interest expense was $0.3 million for the three and
six months ended December 31, 1999 and minimal for the comparable periods in the
prior year. This increase relates to NetSat Express 15-year capital lease
entered into in September 1999 for satellite space segment on the SatMex 5
satellite.
NetSat Express. The Company's consolidated subsidiary, NetSat Express,
experienced an increase in revenues of $1.6 million or 448.2%, to $1.9 million
for the three months ended December 31, 1999 and increased by $2.9 million, or
420.5% to $3.6 million, for the six months ended December 31, 1999 compared to
$0.4 million and $0.7 million for the comparable three and six months ended
December 31, 1998. The increase resulted from additional service and hardware
revenues derived from new and existing Access Plus customers. The loss from
operations associated with NetSat Express increased by $1.1 million or 206.5%,
to $1.6 million for the three months ended December 31, 1999 and increased by
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$1.4 million, or 142.8% to $2.4 million, for the six months ended December 31,
1999 compared to $0.5 million and $1.0 million for the comparable three and six
months ended December 31, 1998. The increase was primarily associated with an
increase in general and administrative expenses due to an increase in NetSat
Express personnel and the related expenses and an increase in network operation
expenses.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, the Company had working capital of $29.7 million,
including cash and cash equivalents of $23.1 million, restricted cash of $0.8
million, accounts receivable of $15.4 million, inventories of $4.8 million and
prepaid and other current assets of $1.7 million, offset by $11.7 million in
accounts payable and $4.4 million in accrued expenses and other current
liabilities.
Several factors had an effect on the Company's liquidity during the six
months ended December 31, 1999. First, the Company used approximately $3.1
million for operating activities, which primarily relates to a decrease in
accounts payable of $7.1 million reflecting the timing of a large payment to a
major vendor and a gain on sale of subsidiary common A stock of $2.4 million,
offset by a decrease in accounts receivable of $2.6 million due to timing of
receipts from customers, a decrease in inventory of $1.6 million due to an
increase in shipments and an increase in the deferred liability of $2.1 due to
the Technology Agreement entered into in connection with NetSat Express private
placement of common stock.
The second factor affecting liquidity during the six months ended
December 31, 1999 was the Company's financing activities. In August 1999, NetSat
Express completed a private placement of common and preferred stock yielding net
proceeds of approximately $7.0 million, net of issuance costs. These proceeds
will be used to fund NetSat Express' operations, expand marketing initiatives,
engineering efforts and fund capital expansion. In October 1999, the Company and
NetSat Express entered into a common stock purchase agreement with an investor
to purchase two million shares of NetSat Express common stock of which 1,400,000
shares were purchased directly from the Company (see investing activities below)
and 600,000 shares were issued and sold directly by NetSat Express for $1.5
million. The net proceeds received by NetSat Express of $1.4 million, net of
issuance costs, are intended to be used to fund operations, expand marketing
initiatives, engineering efforts and fund capital expansion. Management
anticipates that NetSat Express will experience negative cash flow due to the
capital investment required for continued development of its operations and
continued loss from operating activities for an extended period of time. In
addition, during the six months ended December 31, 1999, the Company received
$2.1 million in proceeds from the exercise of stock options.
The third factor affecting liquidity during the six months ended December
31, 1999, was the Company's investing activities. During the six months ended
December 31, 1999, the Company purchased $2.4 million in fixed assets,
restricted cash decreased $2.7 million due to the expiration of a letter of
credit and the redemption of a certificate of deposit held as collateral, and
the Company received $3.5 million of net proceeds from the sale of the 1,400,000
shares of NetSat Express common stock which are intended to be used for general
corporate purposes.
The Company has a $9.0 million credit facility consisting of a $5.0 million
secured domestic line of credit and a $4.0 million secured export-import
guaranteed line of credit. Each line of credit bears interest at the prime rate
(8.5% as of December 31, 1999) plus 1.0% per annum and is collateralized by a
first security interest on all the Company's assets. No amounts are outstanding
under this credit facility as of February 4, 2000.
The Company expects that its cash and working capital requirements for its
operating activities will continue to increase as the Company expands its
operations.
The Company's future capital requirements will depend upon many factors,
including the success of the Company's marketing efforts in the ground segment
systems, networks, and enterprise service solutions business, and the
satellite-delivered data communications services business, the nature and timing
of customer orders, the extent to which it is able to locate additional
strategic suppliers in whose technology it wishes to invest, the extent to which
it must conduct research and development efforts internally and potential
acquisitions of complementary businesses, products or technologies. Based on
current plans, the Company believes that its existing capital resources will be
sufficient to meet its capital requirements through December 31, 2000. However,
no assurance can be given that there will be no change that would consume
available resources significantly before such time. Additional funds may not be
available when needed and even if available, additional funds may be raised
through financing arrangements and/or the issuance of preferred or common stock
or convertible securities on terms and prices significantly more favorable than
those of the currently outstanding common stock, which could have the effect of
diluting or adversely affecting the holdings or rights of existing stockholders
of the Company. If adequate funds are not available, the Company will be
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required to delay, scale back or eliminate certain of its operating activities,
including without limitation, the timing and extent of its marketing programs,
the extent and timing of hiring additional personnel and its research and
development activities and operating activities of NetSat Express. No assurance
can be given that additional financing will be available to the Company on
acceptable terms, or at all.
YEAR 2000. Prior to January 1, 2000, there were uncertainties regarding the
ability of computers to adequately recognize 21st century dates from 20th
century dates due to the two-digit fields used by many systems. The Company had
conducted a Year 2000 Compliance Plan to ensure readiness of its information
technology and non-information technology systems requiring modification or
conversion, and supplier facilities and other operations (such as financial and
banking systems). Most reports to date are that the Company's computer systems
are functioning normally and the compliance and remediation work accomplished
leading up to 2000 was effective to prevent any problems.
Computer experts have warned that there may still be residual consequences of
the change in centuries and any such difficulties could result in a decrease in
sales of the Company's products, an increase in allocation of resources to
address Year 2000 problems of the Company's customers without additional revenue
commensurate with such dedication of resources, or an increase in litigation
costs relating to losses suffered by the Company's customers due to such Year
2000 problems.
CERTAIN BUSINESS CONSIDERATIONS
RISK FACTORS
HISTORY OF NET LOSSES AND ACCUMULATED DEFICIT
The Company has incurred significant net losses since its inception. The
Company has financed its operations to date primarily from the sale of equity
securities and, to a lesser degree, from stockholder loans. The Company
generated its first revenue from its ground segment systems, and networks
business in June 1995 and has generated only minimal revenues from its
satellite-delivered data communications services business, which commenced
operations in July 1996. The Company has incurred net losses since inception and
has incurred net losses of $8.2 million, $0.5 million and $2.7 million during
the fiscal years ended June 30, 1999, 1998 and 1997, respectively (which amounts
for fiscal years ended June 30, 1999, 1998 and 1997 include net losses of $2.3
million, $1.7 million and $1.5 million, respectively for NetSat Express'
satellite-delivered data communication services business) and will incur further
losses as it attempts to expand its businesses. The Company's ability to expand
its ground segment systems, and networks, and enterprise service solutions
business and satellite-delivered data communication services business and
generate additional revenues and positive operating and net income is dependent,
in large part, on its ability to obtain new contracts and the profitability of
such contracts, and there can be no assurance that the Company will generate
significant additional revenues or report quarterly or annual positive operating
or net income. As of December 31, 1999, the Company had an accumulated deficit
of $14.3 million. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources.
INHERENT RISK OF INTERNATIONAL OPERATIONS
The Company anticipates that foreign sales will continue to account for a
significant portion of total revenues in the foreseeable future. The Company's
foreign sales are generally denominated in U.S. dollars. Consequently, the
decrease in the value of foreign currencies relative to the U.S. dollar, such as
the currency devaluations in the Pacific Rim region, Russia and other
international currencies, has adversely affected and may continue to adversely
affect the demand for the Company's ground segment systems, and networks, and
enterprise network service solutions business and satellite-delivered data
communication services business by increasing the price of the Company's
products and services in the currency of the countries in which they are sold.
The economic and monetary crisis in the Pacific Rim countries, including Korea,
Malaysia, Thailand, Philippines, Indonesia and other countries in the region, as
well as the economic and monetary declines in Russia, has resulted in a
decreased demand in such countries and other foreign regions for capital
equipment such as the ground segment systems, and networks, and enterprise
network service solutions supplied by the Company and NetSat Express'
satellite-delivered data communications services. The difficult economic
conditions in the Pacific Rim region, Russia and other international markets and
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the decrease in bookings received by the Company from these and other foreign
regions have adversely effected the Company's results of operations for the
fiscal year ended June 30, 1999 and the six months ended December 31, 1999 and
the Company expects that these negative trends will continue to adversely impact
it. Additional risks inherent to the Company's international business activities
include various and changing regulatory requirements, costs and risks of relying
upon local subcontractors for the installation of its ground segment systems,
and networks, and enterprise network service solutions, increased sales and
marketing expenses, availability of export licenses, tariffs and other trade
barriers, political and economic instability, difficulties in staffing and
managing foreign operations, potentially adverse taxes, complex foreign laws and
treaties and the possibility of difficulty in accounts receivable collections.
In addition, the Company is subject to the Foreign Corrupt Practices Act (the
"FCPA") which may place the Company at a competitive disadvantage to foreign
companies, which are not subject to the FCPA. There can be no assurance that any
of these factors will not have a material adverse effect on the Company's
business, financial condition and results of operations.
QUARTERLY FLUCTUATIONS
The Company may continue to experience significant quarter to quarter
fluctuations in its results of operations, which may result in volatility in the
price of the Company's Common Stock. Quarterly results of operations may
fluctuate as a result of a variety of factors, including the timing of the
initiation and completion of contracts, delays in the booking of new contracts,
the demand for the Company's ground segment systems, and networks, and
enterprise network service solutions and NetSat Express' satellite-delivered
data communications, the introduction of new or enhanced products and services
by the Company or NetSat Express or their competitors, market acceptance of new
products and services, the mix of revenues between custom-built satellite
communications systems and networks designed for its customers and standard
installations provided to its customers, the growth of demand for Internet
infrastructure-based products and services in developing countries, the timing
of significant marketing programs, the extent and timing of the hiring of
additional personnel, operating expenses incurred in connection with NetSat
Express, competitive conditions in the industry and general economic conditions
in the U.S. and abroad, such as the difficult economic conditions and currency
devaluations in the Pacific Rim region, Russia and other international markets
which have adversely impacted, and may continue to, adversely impact the
Company's quarterly results. See "Inherent Risk of International Operations".
Due to the foregoing factors, it is likely that in one or more future quarters
the Company's operating results will be below the expectations of public market
analysts and investors. Such an event could have a material adverse effect on
the price of the Company's Common Stock.
INTENSE COMPETITION; LIMITED BARRIERS TO ENTRY
The markets for ground segment systems, networks, enterprise network service
solutions and satellite-delivered data communication services businesses are
highly competitive. Many of the Company's competitors have greater market
presence, engineering and marketing capabilities, and financial, technological
and personnel resources than those available to the Company. As a result, such
competitors may be able to develop and expand their products and services more
quickly, adapt more swiftly to new or emerging technologies and changes in
customer requirements, take advantage of acquisition and other opportunities
more readily, and devote greater resources to the marketing and sale of their
products and services than can the Company. In addition, there are limited
barriers to entry in the Company's markets and certain of the Company's
strategic suppliers and customers have technologies and capabilities in the
Company's product areas and could choose to compete with the Company or to
replace the Company's products or services with their own. The entry of new
competitors, the decision by a strategic ally to compete with the Company or the
decision by a customer to develop and employ in-house capability to satisfy its
satellite communications needs could have a material adverse effect on the
Company's business, financial condition and results of operations.
The Company anticipates that its competitors may develop or acquire
competing products or products that provide functionality that is similar to
that provided by the Company's products and may be offered at significantly
lower prices or bundled with other products. In addition, current and potential
competitors in both markets in which the Company competes have established or
may establish cooperative relationships among themselves or with third parties
to increase the ability of their products and services to address the needs of
the Company's current and prospective customers. Accordingly, it is possible
that new competitors or alliances among competitors may emerge and rapidly
acquire significant market share. Increased competition is likely to result in
price reductions, reduced gross profit margins and loss of market share, any of
which would have a material adverse effect on the Company's business, results of
operations and financial condition. There can be no assurance that the Company
will be able to compete successfully against current or future competitors or
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that competitive pressures will not have a material adverse effect on the
Company's business, financial condition and results of operations.
The Company also is dependent on the continued success and development of
the satellite communications industry, which itself competes with other
technologies such as terrestrial microwave, copper wire and fiber optic
communications systems. Any failure of the satellite communications industry to
continue to develop, or any technological development which significantly
improves the capacity, cost or efficiency of such competing systems relative to
satellite systems, could have a material adverse effect on the Company's
business, financial condition and results of operations. See "Rapid Industry
Change; Technological Obsolescence."
ADDITIONAL FINANCING REQUIREMENTS; UNCERTAINTY OF ADDITIONAL FUNDING
The Company has incurred negative cash flows from operations in each year
since its inception. The Company expects that its cash and working capital
requirements for its operating activities will continue to increase as the
Company expands its operations. The Company anticipates that its capital
resources are adequate to satisfy its capital requirements through December 31,
2000 at its current level of operations. However, no assurance can be given that
there will be no change that would consume available resources significantly
before such time. Additional funds may not be available when needed and even if
available, additional funds may be raised through financing arrangements and/or
the issuance of preferred or common stock or convertible securities on terms and
prices significantly more favorable than those of the currently outstanding
common stock, which could have the effect of diluting or adversely affecting the
holdings or rights of existing stockholders of the Company. If adequate funds
are not available, the Company will be required to delay, scale back or
eliminate certain of its operating activities, including without limitation, the
timing and extent of its marketing programs, the extent and timing of hiring
additional personnel and its research and development activities and operating
activities of NetSat Express. No assurance can be given that additional
financing will be available to the Company on acceptable terms, or at all.
RELIANCE ON STRATEGIC RELATIONSHIPS
The Company is dependent on certain customers and suppliers for the
development and expansion of its ground segment systems, networks, enterprise
network service solutions business and satellite-delivered data communication
services business. However, such relationships are not governed by any contract
and, accordingly, neither the Company nor such customers or suppliers are
obligated to maintain such strategic relationships. There can be no assurance
that the Company will be able to maintain such strategic relationships, that its
strategic customers and suppliers will continue to assist the Company by
developing and expanding its business and by providing research and development
expertise, or that such strategic customers and suppliers will not actually
compete with the Company in the future. See "Intense Competition; Limited
Barriers to Entry."
Because the Company intends to provide its satellite-delivered data
communications services almost entirely in developing markets where the Company
has little or no market experience, the Company will also be dependent on local
partners in such markets to provide marketing expertise and knowledge of the
local regulatory environment in order to facilitate the acquisition of necessary
licenses and access to existing customers. The Company's failure to form and
maintain alliances with local partners, or the preemption or disruption of such
alliances by the actions of the Company's competitors or otherwise, would
adversely affect the Company's ability to penetrate and compete successfully in
such emerging markets. There can be no assurance that the Company will be able
to compete successfully in the future in such markets or that competition will
not have a material adverse effect on the Company's business, financial
condition and results of operations.
RISK OF CUSTOMER CONCENTRATION
The Company typically relies upon a small number of customers for a large
portion of its revenues. The Company expects that in the near term a significant
portion of its revenues will continue to be derived from a limited number of
customers (the identity of whom may vary from period to period) as the Company
seeks to expand its business and its customer base. The reduction, delay, or
cancellation of orders from one or more of such significant customers would have
a material adverse effect on the Company's business, financial condition and
results of operations.
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RISK OF MANAGEMENT OF RAPID GROWTH
The Company has been significantly and rapidly expanding its operations
since its inception. In order to pursue successfully the opportunities presented
by the ground segment systems, and networks, and enterprise network service
solutions business and satellite-delivered data communication services business,
the Company will be required to continue to expand its operations. Such
expansion has placed, and is expected to continue to place, a significant strain
on the Company's personnel, management, and financial and other resources. In
order to manage any future growth effectively, the Company will, among other
things, be required to attract, train, motivate and manage a significantly
larger number of employees successfully to conduct product engineering and
management, product implementation, sales activity and customer support
activities; manage higher working capital requirements; and improve its
operating and financial systems. Any failure to manage any future growth in an
efficient manner and at a pace consistent with the Company's business could have
a material adverse effect on the Company's business, financial condition and
results of operations.
RISKS ASSOCIATED WITH THE CD RADIO CONTRACT
The Company has been awarded a contract by CD Radio Inc, ("CD Radio") to
provide equipment for the terrestrial repeater segment of CD Radio's digital
satellite radio transmission system. Operations for the system are scheduled to
commence at the end of the fourth quarter of 2000. The inability of CD Radio and
its other suppliers to effectuate CD Radio's plan to build a nationwide digital
radio broadcast system, the health of the overall economy and the specific
market for digital radio, and CD Radio's ability to terminate or modify the
contract in certain circumstances would have a material adverse effect on the
Company's future business, financial condition and results of operations.
RISK OF FIXED-PRICE CONTRACTS
Virtually all of the Company's contracts for installation of ground segment
systems, networks, and enterprise network service solutions are on a fixed-price
basis. Profitability of such contracts is subject to inherent uncertainties as
to the cost of performance. In addition to possible errors or omissions in
making initial estimates, cost overruns may be incurred as a result of
unforeseen obstacles, including both physical conditions and unexpected problems
encountered in engineering, design and testing. Since the Company's business may
at certain times be concentrated in a limited number of large contracts, a
significant cost overrun on any one contract could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Risk of Customer Concentration."
EMPHASIS ON DEVELOPING MARKETS; UNCERTAIN MARKET POTENTIAL
The Company believes a substantial portion of the growth in demand for its
ground segment systems, networks, enterprise network service solutions business
and satellite-delivered data communication services business will come from
customers in developing countries. There can be no assurance that such increases
in demand will occur or that prospective customers will accept such products and
services in sufficient quantities or at all. The degree to which the Company is
able to penetrate potential markets in developing countries will be affected in
major part by the speed with which other competing elements of the
communications infrastructure, such as telephone lines, other
satellite-delivered solutions and fiber optic cable and television cable, are
installed in the developing countries and with respect to the Company's
satellite-delivered data communication services business, also on the
effectiveness of the Company's local partners in such markets. The failure to
have its products and services accepted in developing countries would have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Intense Competition; Limited Barriers to Entry" and
"Reliance on Strategic Relationships."
TRANSPONDER SPACE ON SATELLITES
The Company leases transponder space on satellites in order to provide
telecommunications and internet services to its customers. The supply of
transponder space serving a geographic region on earth is limited by the number
of satellites that are orbiting that geographic region. If companies that own
and deploy satellites in orbit underestimate the demand for transponder space in
a given geographic area or they are simply unable to build and launch enough
satellites to keep up with increasing demand, the price for leasing transponder
space could rise, increasing our cost of operations, or the Company may not be
able to lease enough transponder space to meet the demands of its customers. The
Company currently anticipates that the rapid growth in the demand for satellite
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based communications could lead to a short-term shortage of transponder space. A
shortage could have a material adverse effect on the Company's financial
condition, results of operation and business.
RAPID INDUSTRY CHANGE; TECHNOLOGICAL OBSOLESCENCE
The telecommunications industry, including the ground segment systems,
networks, enterprise network service solutions business and satellite-delivered
data communication services business, is characterized by rapid and continuous
technological change. Future technological advances in the telecommunications
industry may result in the availability of new products or services that could
compete with the satellite ground segment products and services and
satellite-delivered data communications services provided by the Company or
render the Company's products and services obsolete. There can be no assurance
that the Company will be successful in developing and introducing new products
and services that meet changing customer needs or in responding to technological
changes or evolving industry standards in a timely manner, if at all, or that
services or technologies developed by others will not render the Company's
products or services noncompetitive. Any failure by the Company to respond to
changing market conditions, technological developments, evolving industry
standards or changing customer requirements, or the development of competing
technology or products that render the Company's products and services
noncompetitive or obsolete would have a material adverse effect on the Company's
business, financial condition and results of operations.
YEAR 2000 COMPLIANCE
Prior to January 1, 2000, there were uncertainties regarding the ability of
computers to adequately recognize 21st century dates from 20th century dates due
to the two-digit fields used by many systems. The Company had conducted a Year
2000 Compliance Plan to ensure readiness of its information technology and
non-information technology systems requiring modification or conversion, and
supplier facilities and other operations (such as financial and banking
systems). Most reports to date are that the Company's computer systems are
functioning normally and the compliance and remediation work accomplished
leading up to 2000 was effective to prevent any problems.
Computer experts have warned that there may still be residual consequences
of the change in centuries and any such difficulties could result in a decrease
in sales of the Company's products, an increase in allocation of resources to
address Year 2000 problems of the Company's customers without additional revenue
commensurate with such dedication of resources, or an increase in litigation
costs relating to losses suffered by the Company's customers due to such Year
2000 problems. Any of the foregoing could result in a material adverse effect on
the Company's business, financial condition and results of operations.
DEPENDENCE UPON SUPPLIERS; SOLE AND LIMITED SOURCES OF SUPPLY
The Company currently procures most of the critical components and services
for its products from single or limited sources in connection with specific
contracts and does not otherwise carry significant inventories or have long-term
or exclusive supply contracts with its source vendors. The Company has from time
to time experienced delays in receiving products from certain of its vendors due
to quality control or manufacturing problems, shortages of materials or
components or product design difficulties. There can be no assurance that
similar problems will not recur or that replacement products will be available
when needed at commercially reasonable rates, or at all. If the Company were to
change certain of its vendors, the Company would be required to perform
additional testing procedures upon the components supplied by such new vendors,
which could prevent or delay product shipments. Additionally, prices could
increase significantly in connection with changes of vendors. Any inability of
the Company to obtain timely deliveries of materials of acceptable quality or
timely services, or any significant increase in the prices of materials or
services, could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Risk of Fixed-Price
Contracts" and "Quarterly Fluctuations".
RISK OF FAILURE TO COMPLY WITH GOVERNMENT REGULATIONS
The Company is subject to various federal laws and regulations, which may
have negative effects on the Company. The Company operates earth stations in
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Hauppauge, New York, subject to FCC Rules and Regulations. The Company has
obtained certain licenses from the FCC for both domestic and international
operation of its earth stations and must operate it in compliance with FCC Rules
and Regulations for the terms of the licenses. These licenses generally should
be renewed by the FCC so long as the Company is in compliance with the FCC Rules
and Regulations. The Company cannot offer assurances that any necessary
additional licenses will be granted by the FCC.
The Company is also required to comply with FCC regulations regarding the
exposure of humans to radio frequency radiation from each of its earth stations.
These regulations, as well as local land use regulations restrict the Company's
ability to choose where it may locate its earth stations.
NetSat Express does not currently hold and FCC licenses, permits or
authorizations, nor does it currently provide any FCC regulated services.
Therefore, it is not subject to the rules and regulations of the FCC. However,
NetSat Express may hold such licenses, permits or authorizations, or provide
such services in the future, and would then be required to comply with the FCC
requirements mentioned herein.
The Company currently provide services to its customers on a private carrier
basis and not as a common carrier. However, the Company does have FCC authority
to operate as a common carrier, if it choose to do so. If the Company's business
methods or the federal regulatory structure were to change such that operating
as a common carrier becomes desirable, the Company would be required to comply
with the FCC's requirements for common carriers. Such requirements include,
filing tariffs setting forth our rates and service terms, being forbidden from
unjust and unreasonable discrimination among customers, notifying the FCC before
discontinuing service, and complying with FCC equal employment opportunity (EEO)
regulations and reporting requirements.
The Company not currently provide telecommunications services between points
in the same state and so are exempt from state regulation of its services, but
could become subject to state telecommunications regulations if it did provide
certain intrastate services which it does not presently provide.
Generally, non-U.S. citizens or their representatives, foreign governments,
or corporations otherwise subject to control by non-U.S. citizens may not
directly own more than 20% of a licensee or may not indirectly own more than 25%
of a licensee, through a parent corporation or other controlling entity, under
the FCC Rules and Regulations. The FCC may grant waivers of its foreign
ownership policy to allow for increased indirect investment in a licensee by an
entity based in a World Trade Organization ("WTO") member country. For an entity
based in a non-WTO member country, the FCC will allow increased indirect
investment only if a licensee can show that the non-WTO member country allows
"effective competitive opportunities" for U.S. based entities. Failure to comply
with these policies may result in an order to divest the offending alien
ownership, fines, denial of license renewal, and or license revocation
proceedings against the licensee by the FCC. The Company has no knowledge of any
present foreign ownership, which would result in a violation of the FCC Rules
and Regulations. The Company may, in the future, be required to seek a waiver of
the FCC Rules and Regulations regarding foreign ownership, if such ownership
exceeds the aforementioned benchmarks.
Regulatory schemes in countries in which the Company may seek to provide its
satellite-delivered data communications services may impose impediments on the
Company's operations. Certain countries in which the Company intends to operate
have telecommunications laws and regulations that do not currently contemplate
technical advances in broadcast technology such as Internet/intranet
transmission by satellite. There can be no assurance that the present regulatory
environment in any such country will not be changed in a manner, which may have
a material adverse impact on the Company's business. The Company or its local
partners typically must obtain authorization for each country in which the
Company provides its satellite-delivered data communications services. Although
the Company believes that it or its local partners will be able to obtain the
requisite licenses and approvals from the countries in which the Company intends
to provide service, the regulatory schemes in each country are different and
thus there may be instances of noncompliance of which the Company is not aware.
Although the Company believes these regulatory schemes will not prevent the
Company from pursuing its business plan, there can be no assurance such licenses
and approvals are or will remain sufficient in the view of foreign regulatory
authorities, or that necessary licenses and approvals will be granted on a
timely basis or at all, in all jurisdictions in which the Company wishes to
offer its services or that restrictions applicable thereto will not be unduly
burdensome.
The Company's Internet operations (other than the operation of a teleport)
are not currently subject to direct government regulation in most countries, and
there are currently few laws or regulations directly applicable to access to
20
<PAGE>
or commerce on the Internet. However, due to the increasing popularity and use
of the Internet, it is likely that a number of laws and regulations may be
adopted at the local, national or international levels with respect to the
Internet, covering issues such as user privacy and expression, pricing of
products and services, taxation, advertising, intellectual property rights,
information security or the convergence of traditional communication services
with Internet communications. For example, the Child Online Protection Act,
enacted in the United States in 1998, imposes civil and criminal penalties on
Internet content providers who fail to restrict minor's access to material that
is deemed "harmful" to them. However, this act is currently enjoined and its
constitutionality is being adjudicated. It is anticipated that a substantial
portion of the Company's Internet operations will be carried out in countries
which may impose greater regulation of the content of information coming into
the country than that which is generally applicable in the United States. To the
extent that the Company provides content as a part of its Internet services, it
will be subject to any such laws regulating content. Moreover, the adoption of
any such laws or regulations may decrease the growth of the Internet, which
could in turn decrease the demand for the Company's Internet services or
increase the Company's cost of doing business or in some other manner have a
material adverse effect on the Company's business, operating results and
financial condition. In addition, the applicability to the Internet of existing
laws governing issues such as property ownership, copyrights and other
intellectual property issues, taxation, libel and personal privacy is uncertain.
The vast majority of such laws were adopted prior to the advent of the Internet
and related technologies and, as a result, do not contemplate or address the
unique issues of the Internet and related technologies. Changes to such laws
intended to address these issues, including some recently proposed changes,
could create uncertainty in the marketplace which could reduce demand for the
Company's services, could increase the Company's cost of doing business as a
result of costs of litigation or increased product development costs, or could
in some other manner have a material adverse effect on the Company's business,
financial condition and results of operations.
All telecommunications carriers providing domestic services in the United
States are required to contribute a portion of their gross revenues for the
support of universal telecommunications services; and certain telecommunications
services are subject to special taxation and to contribution requirements to
support services to special groups, such as persons with disabilities. The
Company's services may be subject to new or increased taxes and contribution
requirements that could affect its profitability, particularly if it is unable
to pass them through to customers for either competitive or regulatory reasons.
Internet services are currently exempt from charges that long distance
telephone companies pay for access to the networks of local telephone companies
in the U.S. Efforts have been made from time to time, and may be made again in
the future, to eliminate this exemption. If these access charges are imposed on
telephone lines used to reach Internet service providers, and/or if flat rate
telephone services for Internet access are eliminated or curtailed, the cost to
customers who access the Company's satellite facilities using telephone
company-provided facilities could increase to an extent that could discourage
the demand for the Company's services. Likewise, the demand for its services in
other countries may be affected by the availability and cost of local telephone
or other telecommunications facilities to reach its facilities.
The sale of the Company's ground segment systems, and networks, and
enterprise network service solutions outside the United States is subject to
compliance with the regulations of the United States Export Administration
Regulations. The absence of comparable restrictions on competitors in other
countries may adversely affect the Company's competitive position. In addition,
in order to ship the Company's products into certain other countries, the
products must satisfy the technical requirements of that particular country. If
the Company were unable to comply with such requirements with respect to a
significant quantity of the Company's products, the Company's sales in Europe
could be restricted, which could have a material adverse effect on the Company's
business, financial condition and results of operations.
DEPENDENCE ON KEY PERSONNEL
The Company's future success depends to a significant extent on its
executive officers and certain technical, managerial and marketing personnel.
The loss of the services of any of these individuals or group of individuals
could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company maintains term life insurance
in the amount of $1.0 million on David E. Hershberg, the Chairman and Chief
Executive Officer of the Company and term life insurance in the amount of $0.5
million for each of Messrs. Miller, Woodring, Yablonski and Melfi, all of whom
are officers of the Company. The Company believes that its future success also
will depend significantly upon its ability to attract, motivate and retain
21
<PAGE>
additional highly skilled technical, managerial and marketing personnel.
Competition for such personnel is intense, and there can be no assurance that
the Company will be successful in attracting, assimilating and retaining the
personnel it requires to grow and operate profitably.
PROPRIETARY TECHNOLOGY; RISK OF INFRINGEMENT
The Company relies heavily on the technological and creative skills of its
personnel, new product developments, computer programs and designs, frequent
product enhancements, reliable product support and proprietary technological
expertise in maintaining its competitive position, and lacks patent protection
for its products and services. There can be no assurance that others will not
independently develop or acquire substantially equivalent techniques or
otherwise gain access to the Company's proprietary and confidential
technological expertise or disclose such technologies or that the Company can
ultimately protect its rights to such proprietary technological expertise.
The Company generally relies on confidentiality agreements with its
consultants, key employees and sales representatives to protect its proprietary
technological expertise, and generally controls access to and distribution of
its technology, software and other proprietary information. Despite these
precautions, there can be no assurance that such agreements will not be
breached, that the Company will have adequate remedies for any such breach or
that a third party will not copy or otherwise obtain and use the Company's
products or technology without authorization or develop similar products or
technology independently. Failure by the Company to maintain protection of its
proprietary technological expertise for any reason could have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company is subject to the risk of alleged infringement of intellectual
property rights of others. Most of the Company's officers and employees were
formerly officers or employees of other companies in the industry. The Company
believes that neither it nor its officers or employees have violated any
agreements with, or obligations to, prior employers. Although the Company is not
aware of any pending or threatened infringement claims with respect to the
Company's current or future products, there can be no assurance that third
parties, including previous employers, will not assert such claims or that any
such claims will not require the Company to enter into license arrangements or
result in protracted and costly litigation, regardless of the merits of such
claims. No assurance can be given that any necessary licenses will be available
or that, if available, such licenses can be obtained on commercially reasonable
terms. Furthermore, litigation may be necessary to enforce or protect the
Company's intellectual property rights, to determine the validity and scope of
the proprietary rights of others, or to defend against claims of infringement or
invalidity. Such litigation could result in substantial costs and diversion of
resources and could have a material adverse effect on the Company's business,
financial condition and results of operations.
The Company currently has two patents in the United States, a patent pending
in the United States and a PCT application, corresponding to one of the United
States patents, is pending in a number of foreign jurisdictions. The Company
also intends to seek further patents on its technology, if appropriate. There
can be no assurance that patents will issue from any of the Company's pending or
any future applications or that any claims allowed from such applications will
be of sufficient scope or strength, or be issued in all countries where the
Company's products can be sold, to provide meaningful protection or any
commercial advantage to the Company. Also, competitors of the Company may be
able to design around the Company's patents. The laws of certain foreign
countries in which the Company's products are or may be developed, manufactured
or sold may not protect the Company's products or intellectual property rights
to the same extent as do the laws of the United States and thus make the
possibility of piracy of the Company's technology and products more likely.
The Company has filed applications for trademark registration of Globecomm
Systems Inc. in the United States and various other countries, has received
trademark registrations for NetSat Express in the United States, the European
Community, Russia, and Brazil. The Company has also received trademark
registrations in the United States for MBB2001 and CTF2001. The Company intends
to seek registration of other trademarks and service marks in the future. The
Company cannot assure you that registrations will be granted from any of its
pending or future applications, or that any registrations that are granted will
prevent others from using similar trademarks in connection with related goods
and services.
The Company cannot be certain that its products, services, technologies, and
advertising its employs in its business do not or will not infringe valid
patents, trademarks, copyrights or other intellectual property rights held by
third parties. The Company may be subject to legal proceedings and claims from
22
<PAGE>
time to time relating to the intellectual property of others in the ordinary
course of business. The Company may incur substantial expenses in defending
against these third party claims, regardless of their merit. Successful
infringement claims against the Company may result in substantial monetary
liability and/or may have a material adverse effect on the Company's financial
condition and business.
RISK OF CONCENTRATED OWNERSHIP
As of February 4, 2000, the Company's officers and directors, and their
affiliates beneficially own approximately 1.8 million shares, constituting
approximately 18% of the Company's outstanding Common Stock. These stockholders,
if acting together, may be able to exert significant influence over the election
of directors and other corporate actions requiring stockholder approval.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock could be subject to wide
fluctuations in response to quarterly variations in operating results,
announcements of technological innovations or new products by the Company or its
competitors, acceptance of satellite communication services in developing
countries, and other events or factors. In addition, the stock market has
experienced extreme price and volume fluctuations, which have affected the
market price of securities of many companies in the telecommunications and high
technology industries. These broad market fluctuations may adversely affect the
market price of the Company's Common Stock. See "Quarterly Fluctuations".
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to a variety of risks, including foreign currency
exchange rate fluctuations relating to certain purchases from foreign vendors.
In the normal course of business, the Company assesses these risks and has
established policies and procedures to manage its exposure to fluctuations in
foreign currency values.
The Company's objective to managing its exposure to foreign currency
exchange rate fluctuations is to reduce the impact of adverse fluctuations in
earnings and cash flows associated with foreign currency exchange rates for
certain purchases from foreign vendors, if applicable. Accordingly, the Company
utilizes from time to time foreign currency forward contracts to hedge its
exposure on firm commitments denominated in foreign currency. As of December 31,
1999, the Company had no such foreign currency forward contracts.
The Company's earnings and cash flows are subject to fluctuations due to
changes in interest rates primarily from its investment of available cash
balances in money market funds with portfolios of investment grade corporate and
government securities. Under its current positions, the Company does not use
interest rate derivative instruments to manage exposure to interest rate
changes.
23
<PAGE>
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company's Annual Meeting of Stockholders was held on November 17,
1999 (the "Annual Meeting").
(b) The matters voted upon at the Annual Meeting and the results of the
voting were as follows:
(i) The following individuals were elected by the Stockholders to
serve as Directors:
Board Member In Favor Against
------------ -------- -------
BenjaminDuhov 7,912,002 5,250
Herman Fialkov 7,912,002 5,250
David E. Hershberg 7,912,002 5,250
Kenneth A. Miller 7,912,002 5,250
A. Robert Towbin 7,912,002 5,250
C.J. Waylan 7,912,002 5,250
Donald G. Woodring 7,912,002 5,250
Stephen C. Yablonski 7,912,002 5,250
(ii) The appointment of Ernst & Young LLP as independent auditors of
the Company to serve for the year ending June 30, 2000 was voted
voted upon as follows: 7,903,490 shares in favor; 7,606
shares against; and 6,156 shares abstaining.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Index to Exhibits:
Exhibit No.
3.1 Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1999).
3.2 Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.3 of the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1999).
4.2 See Exhibits 3.1 and 3.3 for provisions of the Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws of the
Registrant defining rights of holders of Common Stock of the
Registrant (incorporated by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-1, File No.
333-22425 (the "Registration Statement")).
10.1 Form of Registration Rights Agreement dated as of February 1997
(incorporated by reference to exhibit 10.1 of the Registration
Statement).
24
<PAGE>
10.2 Form of Registration Rights Agreement dated May 30, 1996
(incorporated by reference to exhibit 10.2 of the Registration
Statement).
10.3 Form of Registration Rights Agreement dated December 31, 1996, as
amended (incorporated by reference to exhibit 10.3 of the
Registration Statement).
10.4 Letter Agreement for purchase and sale of 199,500 shares of Common
Stock dated November 9, 1995 between the Registrant and Thomson-CSF
(incorporated by reference to exhibit 10.4 of the Registration
Statement).
10.5 Investment Agreement dated February 12, 1996 by and between Shiron
Satellite Communications (1996) Ltd. and the Registrant
(incorporated by reference to exhibit 10.5 of the Registration
Statement).
10.6* Stock Purchase Agreement dated as of August 30, 1996 by and between
C-Grams Unlimited Inc. and the Registrant (incorporated by reference
to exhibit 10.6 of the Registration Statement).
10.7 Memorandum of Understanding dated December 18, 1996 by and between
NetSat Express, Inc. and Applied Theory Communications, Inc.
(incorporated by reference to exhibit 10.7 of the Registration
Statement).
10.8 Stock Purchase Agreement dated as of August 23, 1996 by and between
NetSat Express, Inc. and Hughes Network Systems, Inc. (incorporated
by reference to exhibit 10.8 of the Registration Statement).
10.9 Employment Agreement dated as of January 27, 1997 between the
Registrant and David E. Hershberg (incorporated by reference to
exhibit 10.9 of the Registration Statement).
10.10 Employment Agreement dated as of January 27, 1997 between the
Registrant and Kenneth A. Miller (incorporated by reference to
exhibit 10.10 of the Registration Statement).
10.11 Purchase and Sale Agreement, 45 Oser Avenue, Hauppauge, New York,
dated December 12, 1996 by and between Eaton Corporation and the
Registrant (incorporated by reference to exhibit 10.13 of the
Registration Statement).
10.12 1997 Stock Incentive Plan (incorporated by reference to exhibit
99.1 of the S-8 Registration Statement).
10.13 Investment Agreement dated August 21, 1998 by and between McKibben
Communications LLC and the Registrant (incorporated by reference to
Exhibit 10.13 of the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1998).
10.14 1999 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 99.8 of the S-8 Registration Statement).
10.15 Rights Agreement, dated as of December 3, 1998, between the Company
and American Stock Transfer and Trust Company, which includes the
form of Certificate of Designation for the Series A Junior
Participating Preferred Stock as Exhibit A, the form of Rights
Certificate as Exhibit B and the Summary of Rights to Purchase
Series A Preferred Shares as Exhibit C (incorporated by reference to
Exhibit 4 of Company's Current Report on Form 8-K dated December 3,
1998).
10.16 Common Stock Purchase Agreement dated August 11, 1999 between NetSat
Express, Inc. and Globix Corporation (incorporated by reference to
Exhibit 10.16 of the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1999).
10.17 Series A Preferred Stock Purchase Agreement dated August 11, 1999
between NetSat Express, Inc. and George Soros (incorporated by
reference to Exhibit 10.17 of the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1999).
10.18 Common Stock Purchase Agreement dated October 28, 1999 between
NetSat Express, Inc., Globecomm Systems, Inc. and Reuters Holdings
Switzerland SA (incorporated by reference to Exhibit 10.18 of the
Company's Quarterly Report on Form 10-Q, for the quarter ended
September 30, 1999).
27 Financial Data Schedule (filed herewith).
* Confidential treatment granted for portions of this agreement.
(b) Reports on Form 8-K
None
25
<PAGE>
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 thereunto duly authorized.
GLOBECOMM SYSTEMS INC.
----------------------
(Registrant)
Date: February 10, 2000 /s/ David E. Hershberg
----------------------
David E. Hershberg
Chief Executive Officer and
Chairman of the Board of Directors
Date: February 10, 2000 /s/ Andrew C. Melfi
-------------------
Andrew C. Melfi
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
26
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Globecomm Systems Inc. Consolidated Financial Statements, and is qualified in
its entirety by reference to such consolidated financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JUN-30-2000 JUN-30-2000
<PERIOD-END> DEC-31-1999 DEC-31-1999
<CASH> 23,071 23,071
<SECURITIES> 0 0
<RECEIVABLES> 15,680 15,680
<ALLOWANCES> 261 261
<INVENTORY> 4,832 4,832
<CURRENT-ASSETS> 45,839 45,839
<PP&E> 28,566 28,566
<DEPRECIATION> 3,316 3,316
<TOTAL-ASSETS> 75,890 75,890
<CURRENT-LIABILITIES> 16,097 16,097
<BONDS> 0 0
5,000 5,000
0 0
<COMMON> 10 10
<OTHER-SE> 40,404 40,404
<TOTAL-LIABILITY-AND-EQUITY> 75,890 75,890
<SALES> 17,373 36,798
<TOTAL-REVENUES> 17,373 36,798
<CGS> 14,968 31,885
<TOTAL-COSTS> 4,178 7,613
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 101 153
<INTEREST-EXPENSE> 258 317
<INCOME-PRETAX> 1,137 398
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 1,137 398
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,137 398
<EPS-BASIC> 0.12 0.04
<EPS-DILUTED> 0.11 0.04
</TABLE>
