8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

MAY 2, 2007

GLOBECOMM SYSTEMS INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

(STATE OR OTHER JURISDICTION OF INCORPORATION)

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

45 Oser Avenue

Hauppauge, New York 11788

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(631) 231-9800

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Not Applicable

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.01 Completion of Acquisition or Disposition of Assets.

Globecomm Systems Inc. (the “Company”) is filing this current report on Form 8-K/A to file certain audited and unaudited combined financial statements and unaudited pro forma combined financial information relating to the acquisition of substantially all of the assets and the assumption of certain liabilities of GlobalSat, LLC (the “Assets”), and the acquisition of 100% of the equity interests of Lyman Maryland Properties, LLC, a Utah limited liability company, and Turbo Logic Associates, LLC, a Delaware limited liability company, each a wholly-owned subsidiary of Lyman Bros., Inc. (“Lyman”) (the “Companies”). Together, the Assets and the Companies comprised the GlobalSat Division of Lyman.

The closing of the acquisition occurred on May 2, 2007. The Company filed a current report on Form 8-K on May 8, 2007 to report the acquisition. The Company is filing the required audited and unaudited combined financial statements and unaudited pro forma combined financial information relating to the acquisition in this Form 8-K/A.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Audited combined financial statements of GlobalSat, LLC as of and for the year ended December 31, 2006 and unaudited interim combined financial statements of GlobalSat, LLC as of March 31, 2007 and for the three months ended March 31, 2007 and 2006.

(b) Pro forma financial information.

Pro forma combined financial statements of Globecomm Systems Inc. as of March 31, 2007 and for the nine months ended March 31, 2007 and fiscal year ended June 30, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GLOBECOMM SYSTEMS INC. (Registrant)
By:	/s/ Andrew C. Melfi
	Name:	Andrew C. Melfi
	Title:	Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Dated: July 16, 2007

Index to Exhibits:

Exhibit No.

2.1 Asset Purchase Agreement, dated as of April 23, 2007, by and between, Globecomm Systems Inc., Lyman Bros., Inc., GlobalSat, LLC and Globecomm Services Maryland LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on May 8, 2007).

2.2 Audited combined financial statements of GlobalSat, LLC as of and for the year ended December 31, 2006 and unaudited interim combined financial statements of GlobalSat, LLC as of March 31, 2007 and for the three months ended March 31, 2007 and 2006.

2.3 Pro forma combined financial statements of Globecomm Systems Inc. as of March 31, 2007 and for the nine months ended March 31, 2007 and fiscal year ended June 30, 2006.

23.1 Consent of Ernst & Young LLP

EX-2.2

Report of Independent Auditors

To the Board of Directors and Shareholders of

Globecomm Systems Inc.

We have audited the accompanying combined balance sheet of GlobalSat, LLC (the “Company”) as of December 31, 2006 and the related combined statements of operations and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of GlobalSat, LLC at December 31, 2006 and the combined results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Melville, New York

July 10, 2007

GLOBALSAT, LLC

COMBINED BALANCE SHEET

	December 31, 2006
Assets
Current assets:
Cash and cash equivalents	$	8,991
Accounts receivable, net		9,484,710
Inventories		400,113
Prepaid expenses and other current assets		1,675,473
Total current assets		11,569,287
Fixed assets, net		2,928,877
Goodwill		251,605
Other assets		18,938
Total assets	$	14,768,707
Liabilities and Parent’s Equity
Current liabilities:
Accounts payable	$	887,045
Deferred revenues		8,300,901
Other accrued expenses		847,849
Current portion of long term debt		581,116
Total current liabilities		10,616,911
Long term debt		1,670,871
Other liabilities		35,207
Commitments and contingencies
Parent’s equity		2,445,718
Total liabilities and parent’s equity	$	14,768,707

See accompanying notes.

GLOBALSAT, LLC

COMBINED STATEMENT OF OPERATIONS

	Year ended December 31, 2006
Revenue	$	20,906,906
Costs and operating expenses:
Cost of sales		16,260,274
Selling and marketing		787,952
General and administrative		2,157,285
Total costs and operating expenses		19,205,511
Income from operations		1,701,395
Interest expense		264,042
Net income	$	1,437,353

See accompanying notes

GLOBALSAT, LLC

COMBINED STATEMENT OF CASH FLOWS

	Year ended December 31, 2006
Operating Activities:
Net income	$	1,437,353
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		444,902
Provision for doubtful accounts		46,999
Changes in operating assets and liabilities:
Accounts receivable		(7,814,057	)
Inventories		(327,670	)
Prepaid expenses and other current assets		(1,554,985	)
Accounts payable		813,322
Deferred revenues		8,300,901
Accrued expenses		648,058
Other liabilities		33,160
Net cash provided by operating activities		2,027,983
Investing Activities:
Purchases of fixed assets		(1,174,761	)
Acquisition of business		(25,000	)
Net cash used in investing activities		(1,199,761	)
Financing Activities:
Net transactions with parent		(1,543,346	)
Borrowings under notes		1,803,800
Repayments of notes		(1,088,212	)
Net cash used in financing activities		(827,758	)
Net increase in cash and cash equivalents		464
Cash and cash equivalents at beginning of year		8,527
Cash and cash equivalents at end of year	$	8,991

See accompanying notes

GLOBALSAT, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

December 31, 2006

1. Description of Business

The combined financial statements of GlobalSat LLC (the “Company” or “GlobalSat”) include GlobalSat, Lyman Maryland Properties, LLC and Turbo Logic Associates, LLC. These companies are 100% owned by Lyman Bros., Inc. (the “Parent”). The Company is a global provider of satellite-based telecommunications services. Headquartered in metropolitan Washington D.C., it employs approximately 70 employees worldwide of which a majority are U.S. Government cleared and has a high concentration of recurring service revenues in the government marketplace.

2. Significant Accounting Policies

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes service revenue ratably over the period in which services are provided. Payments received in advance are deferred until the period such services are provided and are presented as deferred revenues in the accompanying balance sheet. Revenue from product sales is recognized when title and risk of loss pass to the customer.

Costs of Sales

Costs consist primarily of satellite space segment charges, network operations expenses, purchased materials, voice termination costs, direct labor and related overhead expenses, and customer related travel and living costs. Satellite space segment charges consist of the costs associated with obtaining satellite bandwidth (the measure of capacity) used in the transmission of services to and from the satellite leased from operators. Network operations expenses consist primarily of costs associated with the operation of the Network Operation Center (the “NOC”), on a twenty-four hour a day, seven-day a week basis, including personnel and related costs and depreciation.

Cash and Cash Equivalents

The Company classifies highly liquid financial instruments with a maturity, at the purchase date, of three months or less as cash equivalents. The Company had no cash equivalents as of December 31, 2006.

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.

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized and repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from three to forty years. Amortization of leasehold improvements and leased equipment is calculated using the straight-line method over the shorter of the lease term or estimated useful life of the asset.

Fair Value of Financial Instruments

The recorded amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and debt approximate their fair values principally because of the short-term nature of these items.

GLOBALSAT, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

(Continued)

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price of businesses over the fair value of the identifiable tangible net assets acquired. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other indefinite life intangible assets are no longer amortized, but instead tested for impairment at least annually. The impairment test for goodwill uses a two-step approach, which is performed at the reporting unit level. Step one compares the fair value of the reporting unit (calculated using a discounted cash flow method) to its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Step two compares the carrying value of the reporting unit’s goodwill to its implied fair value (i.e., fair value of the reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as an impairment. The net carrying value of goodwill is $251,605 at December 31, 2006. No impairment exists at December 31, 2006.

Long-Lived Assets

For other than goodwill and indefinite life intangibles, when impairment indicators are present, the Company reviews the carrying value of its assets in determining the ultimate recoverability of their unamortized values using future undiscounted cash flows expected to be generated by the assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds the future discounted cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less cost to sell.

The Company evaluates the periods of amortization in determining whether later events and circumstances warrant revised estimates of useful lives. If estimates are changed, the unamortized cost will be allocated to the increased or decreased number of remaining periods in the revised lives.

Income Taxes

The Company’s Parent has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal and state corporate income taxes on its taxable income; instead, the shareholders are liable for individual income taxes on their respective shares of the Company’s taxable income.

3. Accounts Receivable

Accounts receivable are reported in the combined balance sheet net of an allowance for doubtful accounts of $46,999. The balance at December 31, 2006 includes $170,470 of unbilled receivables which represent revenue for which billings have not been presented to customers at December 31, 2006 and the Company has no remaining obligation to the customer. These amounts are expected to be billed and collected within one year.

4. Inventories

Inventories consist of the following:

	December 31, 2006
Raw materials and component parts	$	97,648
Work-in-progress		302,465
	$	400,113

GLOBALSAT, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

(Continued)

5. Fixed Assets

Fixed assets consist of the following:

	December 31, 2006
Land	$	366,029
Building and improvements		1,417,312
Furniture and fixtures		145,263
Computer equipment		218,473
Machinery and equipment		87,347
Satellite earth station equipment		642,867
Network Operations Center		2,140,865
		5,018,156
Less accumulated depreciation and amortization		2,089,279
	$	2,928,877

6. Goodwill

On October 13, 2006, the Company acquired certain assets and rights under specific contracts of Virtue Technologies, Inc. (“Virtue”) for $25,000 in cash and a $300,000 note. Located in Maryland, Virtue designs, implements, maintains and supports network and security technologies. The acquisition was accounted for using the purchase method in accordance with SFAS No.141, Business Combinations. The aggregate purchase price was allocated as $73,395 of fixed assets and $251,605 to goodwill. The note accrues interest at 7% and is payable in equal monthly installments through November 2007. As of December 31, 2006, the remaining balance on this note, including accrued interest, was approximately $256,772.

7. Debt

Debt consists of the following:

	December 31, 2006
7.5% Note due September 2009 (a)	$	93,928
8.25% Note due November 2008 (a)		132,777
7.99% Note due June 2011 (b)		1,327,713
9.75% Note due July 2009 (a)		401,180
Promissory note related to acquisition of Virtue (a)		256,772
Related party notes at 10% (a)		19,849
Other note (a)		19,768
		2,251,987
Less current portion		581,116
Long Term Debt	$	1,670,871

(a) Balances are paid in equal monthly installments.

(b) Balance is paid in monthly installments of $12,937 with a final payment of $1,074,129 due at maturity.

Approximately $1,964,734 of the debt was used to purchase equipment and is collateralized by the Company’s facility and equipment and personally guaranteed by the largest shareholder of the Parent.

GLOBALSAT, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

(Continued)

Future minimum payments under these debt agreements, excluding interest, consisted of the following at December 31, 2006:

2007	$	581,116
2008		324,549
2009		187,477
2010		63,702
2011		1,095,143
	$	2,251,987

8. Related Party Transactions

A portion of the general corporate overhead related to the Parent’s corporate and common support services was allocated to the Company. This corporate overhead allocated to the Company of $901,232, primarily consisted of executive management salaries and related expenses, professional fees and accounting support. These allocations were based on actual costs incurred by the Parent. The Company believes that these cost allocations are reasonable for the services provided. Additionally, the Parent collected all payments from customers and funded all working capital requirements and capital expenditures. The net effect of these transactions resulted in an amount payable to the Parent which is included in Parent’s equity.

There are two notes payable to shareholders of the Parent totaling approximately $19,849, which bear interest at 10%.

9. Concentration of Credit Risk

The Company derived 76% of their revenue from one U.S. Government prime contractor. Although there are currently no indications of significant changes in the status of government funding of certain programs, should this occur, the results of operations, financial position and liquidity of the Company could be materially impacted.

10. Retirement Plan

The Parent company maintains a 401(k) plan, which covers substantially all employees of the Company. The plan allows for a matching contribution by the Company equal to the discretionary percentage of a participating employee’s contribution. The Board of Directors authorized a 100% matching contribution for the year ended December 31, 2006. The Company contributed approximately $122,827 to the 401(k) plan during the year ended December 31, 2006, which is included in other accrued expenses in the accompanying combined balance sheet.

11. Commitments and Contingencies

Lease Commitments

The Company currently leases satellite space segment services, office space, teleport services and other equipment under various operating leases, which expire in various years through 2011. As leases expire, it can be expected that in the normal course of business they will be renewed or replaced.

Future minimum lease payments under non-cancelable operating leases with terms of one year or more consisted of the following at December 31, 2006:

2007	$	6,317,413
2008		2,343,683
2009		406,673
2010		109,314
2011		55,464
	$	9,232,547

GLOBALSAT, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

(Continued)

12. Subsequent Events

On April 23, 2007, the Company entered into an asset purchase agreement to sell substantially all the assets and certain liabilities to Globecomm Systems Inc. for $18.4 million subject to certain working capital adjustments. The transaction closed on May 2, 2007.

In April 2007, the Company repaid all of its outstanding debt obligations except for the Virtue note of approximately $256,772.

GLOBALSAT, LLC

COMBINED BALANCE SHEET

(UNAUDITED)

		March 31, 2007
Assets
Current assets:
Cash and cash equivalents	$	17,450
Accounts receivable, net		2,850,869
Inventories		332,126
Prepaid expenses and other current assets		246,479
Total current assets		3,446,924
Fixed assets, net		3,067,725
Goodwill		251,605
Other assets		18,938
Total assets	$	6,785,192
Liabilities and Parent’s Equity
Current liabilities:
Accounts payable	$	469,509
Deferred revenues		7,719,265
Other accrued expenses		654,259
Current portion of long term debt		507,531
Total current liabilities		9,350,564
Long term debt		1,590,658
Other liabilities		42,892
Commitments and contingencies
Parent’s equity (deficit)		(4,198,922	)
Total liabilities and parent’s equity	$	6,785,192

See accompanying notes.

GLOBALSAT, LLC

COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31,

(UNAUDITED)

	2007		2006
Revenue	$	6,908,515	$	4,415,964
Costs and operating expenses:
Cost of sales		5,167,882		3,380,106
Selling and marketing		207,822		109,780
General and administrative		524,350		431,304
Total costs and operating expenses		5,900,054		3,921,190
Income from operations		1,008,461		494,774
Interest expense		31,096		77,420
Net income	$	977,365	$	417,354

See accompanying notes

GLOBALSAT, LLC

COMBINED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31,

(UNAUDITED)

	2007			2006
Operating Activities:
Net income	$	977,365		$	417,354
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		156,264			99,611
Provision for doubtful accounts		—			8,825
Changes in operating assets and liabilities:
Accounts receivable		6,633,841			(722,270	)
Inventories		67,987			(135,904	)
Prepaid expenses and other current assets		1,428,994			(11,575	)
Accounts payable		(417,536	)		607,679
Deferred revenues		(581,636	)		16,411
Accrued expenses		(193,590	)		76,977
Other liabilities		7,685			23,482
Net cash provided by operating activities		8,079,374			380,590
Investing Activities:
Purchases of fixed assets		(295,112	)		(209,269	)
Net cash used in investing activities		(295,112	)		(209,269	)
Financing Activities:
Net transactions with parent		(7,622,005	)		16,597
Repayments of notes		(153,798	)		(193,455	)
Net cash used in financing activities		(7,775,803	)		(176,858	)
Net increase (decrease) in cash and cash equivalents		8,459			(5,537	)
Cash and cash equivalents at beginning of period		8,991			8,527
Cash and cash equivalents at end of period	$	17,450		$	2,990

See accompanying notes

GLOBALSAT, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 2007

(Unaudited)

1. Basis of Presentation

The combined financial statements of GlobalSat LLC (the “Company” or “GlobalSat”) include GlobalSat, Lyman Maryland Properties, LLC and Turbo Logic Associates, LLC. These companies are 100% owned by Lyman Bros., Inc. (the “Parent”). The Company is a global provider of satellite-based telecommunications services. Headquartered in metropolitan Washington D.C., it employs approximately 70 employees worldwide of which a majority are U.S. Government cleared and has a high concentration of recurring service revenues in the government marketplace.

The accompanying unaudited combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States 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 such periods have been included. The combined results of operations for the three months ended March 31, 2007, are not necessarily indicative of the results that may be expected for the full fiscal year.

The accompanying combined financial statements should be read in conjunction with the audited combined financial statements of the Company for the fiscal year ended December 31, 2006 and the accompanying notes thereto.

2. Significant Accounting Policies

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes service revenue ratably over the period in which services are provided. Payments received in advance are deferred until the period such services are provided and are presented as deferred revenues in the accompanying balance sheet. Revenue from product sales is recognized when title and risk of loss pass to the customer.

Costs of Sales

Costs consist primarily of satellite space segment charges, network operations expenses, purchased materials, voice termination costs, direct labor and related overhead expenses, and customer related travel and living costs. Satellite space segment charges consist of the costs associated with obtaining satellite bandwidth (the measure of capacity) used in the transmission of services to and from the satellite leased from operators. Network operations expenses consist primarily of costs associated with the operation of the Network Operation Center (the “NOC”), on a twenty-four hour a day, seven-day a week basis, including personnel and related costs and depreciation.

Cash and Cash Equivalents

The Company classifies highly liquid financial instruments with a maturity, at the purchase date, of three months or less as cash equivalents. The Company had no cash equivalents as of March 31, 2007.

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.

GLOBALSAT, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

(Continued)

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized and repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from three to forty years. Amortization of leasehold improvements and leased equipment is calculated using the straight-line method over the shorter of the lease term or estimated useful life of the asset.

Fair Value of Financial Instruments

The recorded amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and debt approximate their fair values principally because of the short-term nature of these items.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price of businesses over the fair value of the identifiable tangible net assets acquired. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other indefinite life intangible assets are no longer amortized, but instead tested for impairment at least annually. The impairment test for goodwill uses a two-step approach, which is performed at the reporting unit level. Step one compares the fair value of the reporting unit (calculated using a discounted cash flow method) to its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Step two compares the carrying value of the reporting unit’s goodwill to its implied fair value (i.e., fair value of the reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as an impairment. No impairment exists at March 31, 2007.

Long-Lived Assets

For other than goodwill and indefinite life intangibles, when impairment indicators are present, the Company reviews the carrying value of its assets in determining the ultimate recoverability of their unamortized values using future undiscounted cash flows expected to be generated by the assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds the future discounted cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less cost to sell.

The Company evaluates the periods of amortization in determining whether later events and circumstances warrant revised estimates of useful lives. If estimates are changed, the unamortized cost will be allocated to the increased or decreased number of remaining periods in the revised lives.

Income Taxes

The Company’s Parent elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal and state corporate income taxes on its taxable income; instead, the shareholders are liable for individual income taxes on their respective shares of the Company’s taxable income.

3. Accounts Receivable

Accounts receivable at March 31, 2007 includes $59,497 of unbilled receivables which represent revenue for which billings have not been presented to customers at March 31, 2007 and the Company has no remaining obligation to the customer. These amounts are expected to be billed and collected within one year.

GLOBALSAT, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

(Continued)

4. Inventories

Inventories consist of the following:

	March 31, 2007
Raw materials and component parts	$	124,297
Work-in-progress		207,829
	$	332,126

5. Related Party Transactions

A portion of the general corporate overhead related to the Parent’s corporate and common support services was allocated to the Company. This corporate overhead allocated to the Company of $130,196 and $181,981 for the three months ended March 31, 2007 and 2006, respectively, primarily consisted of executive management salaries and related expenses, professional fees and accounting support. These allocations were based on actual costs incurred by the Parent. The Company believes that these cost allocations are reasonable for the services provided. Additionally, the Parent collected all payments from customers and funded all working capital requirements and capital expenditures. The net effect of these transactions resulted in an amount due from the Parent which is included in Parent’s equity.

There are two notes payable to shareholders of the Parent totaling $13,504, which bear interest at 10%.

6. Subsequent Events

On April 23, 2007, the Company entered into an asset purchase agreement to sell substantially all the assets and certain liabilities to Globecomm Systems Inc. for $18.4 million subject to certain working capital adjustments. The transaction closed on May 2, 2007.

In April 2007, the Company repaid all of its outstanding debt obligations except for the Virtue note of approximately $184,338.

EX-2.3

Pro forma Financial Statements

On April 23, 2007, Globecomm Systems Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Lyman Bros., Inc., a Utah corporation (“Lyman”), and GlobalSat, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Lyman Bros., Inc. (“GlobalSat”). The Purchase Agreement provides for the acquisition of substantially all of the assets and the assumption of certain liabilities of GlobalSat (the “Assets”), and the acquisition of 100% of the equity interests of Lyman Maryland Properties, LLC, a Utah limited liability company, and Turbo Logic Associates, LLC a Delaware limited liability company, each a wholly-owned subsidiary of Lyman, comprising the GlobalSat Division of Lyman Bros. The transaction closed on May 2, 2007.

Pursuant to the terms of the Purchase Agreement, the Company acquired the GlobalSat Division from Lyman for a purchase price of $18.4 million in cash, subject to certain working capital adjustments. The purchase price was partially funded through a $16 million acquisition term loan provided by Citibank, N.A.

GlobalSat is a privately held global provider of satellite-based telecommunications services. Headquartered in metropolitan Washington D.C., it employed approximately 70 employees worldwide of which a majority are U.S. Government cleared and has a high concentration of recurring service revenues in the government marketplace.

The following unaudited pro forma combined balance sheet as of March 31, 2007 and unaudited pro forma combined statements of operations for nine months ended March 31, 2007 and the year ended June 30, 2006 were prepared by combining the unaudited balance sheets as of March 31, 2007, and the unaudited statements of operations for the nine months ended March 31, 2007 of the Company and the GlobalSat Division and the audited statement of operations of the Company and unaudited statement of operations of the GlobalSat Division for the year ended June 30, 2006. The unaudited combined pro forma statements of operations have been prepared assuming the acquisition occurred on July 1, 2005. The unaudited combined pro forma balance sheet has been prepared assuming the acquisition occurred on March 31, 2007.

The unaudited pro forma condensed combined financial information is presented in accordance with Article 11 of Regulation S-X. The acquisition has been accounted for under the purchase method of accounting in accordance with Statements of Financial Accounting Standards No. 141, Business Combinations. Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 2 to these unaudited pro forma combined financial statements, is allocated to the net tangible and intangible assets acquired and liabilities assumed of GlobalSat in connection with the acquisition, based on their estimated fair values at the acquisition date. The Company has not yet completed its analysis of the fair value of the acquired assets and liabilities. The amounts recorded have been estimated and are subject to change.

The unaudited pro forma condensed combined financial statements have been prepared by management for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had the Company and the GlobalSat Division been a combined company during the specified periods. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and cost savings the Company may achieve with respect to the combined companies. The pro forma adjustments are based upon available information and assumptions that the Company believes are reasonable at this point in time. The unaudited pro forma condensed combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, Globecomm Systems Inc.’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2006 and its unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2007 and the GlobalSat combined financial statements for the year ended December 31, 2006, included herein.

GLOBECOMM SYSTEMS INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

MARCH 31, 2007

(in thousands)

	Globecomm Systems Inc.			GlobalSat			Pro forma adjustments				Combined
Assets
Current assets:
Cash and cash equivalents	$	29,768		$	17		$	(2,400	)	A
								(666	)	C	$	26,719
Accounts receivable, net		26,667			2,851							29,518
Inventories		16,770			332							17,102
Prepaid expenses and other current assets		1,718			247							1,965
Deferred income taxes		22			—							22
Total current assets		74,945			3,447			(3,066	)			75,326
Fixed assets, net		27,368			3,067							30,435
Goodwill		7,204			252			14,950		E
								(252	)	D
								2,952		D		25,106
Intangible assets		—			—			3,700		E		3,700
Other assets		908			19							927
Total assets	$	110,425		$	6,785		$	18,284			$	135,494
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	18,644		$	469		$				$	19,113
Deferred revenues		6,351			7,719							14,070
Accrued payroll and related fringe benefits		3,716			457							4,173
Other accrued expenses		1,921			197							2,118
Deferred liabilities		296			—							296
Current portion of long term debt		—			508			(324	)	B
								3,200		A		3,384
Total current liabilities		30,928			9,350			2,876				43,154
Long term debt		—			1,591			(1,591	)	B
								12,800		A		12,800
Other liabilities		1,077			43							1,120
Commitments and contingencies
Stockholders’ equity:
Series A Junior Participating		—			—							—
Common Stock		17			—							17
Additional paid-in capital		142,022			—							142,022
Accumulated Deficit		(60,838	)		—							(60,838	)
Parent’s equity (deficit)		—			(4,199	)		4,199		D		—
Treasury Stock		(2,781	)		—							(2,781	)
Total stockholders’ equity		78,420			(4,199	)		4,199				78,420
Total liabilities and stockholders’ equity	$	110,425		$	6,785		$	18,284			$	135,494

See accompanying notes.

GLOBECOMM SYSTEMS INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED MARCH 31, 2007

(in thousands, except per share data)

	Globecomm Systems Inc.		GlobalSat		Pro forma adjustments			Combined
Revenues from ground segment systems, networks and enterprise solutions	$	77,630	$					$	77,630
Revenues from data communications services		23,927		18,323					42,250
Total revenues		101,557		18,323					119,880
Costs and operating expenses:
Costs from ground segment systems, networks and enterprise solutions		62,502							62,502
Costs from data communications services		19,694		14,251					33,945
Selling and marketing		5,831		701					6,532
Research and development		963							963
General and administrative		8,398		1,696	296		I		10,390
Total costs and operating expenses		97,388		16,648	296				114,332
Income from operations		4,169		1,675	(296	)			5,548
Other income:
Interest income		1,007			(53	)	G		954
Interest expense		—		166	550		F		716
Income before income taxes		5,176		1,509	(899	)			5,786
Provision for income taxes		122			(1	)	H		121
Net income	$	5,054	$	1,509	(898	)			5,665
Basic net income per common share	$	0.32						$	0.36
Diluted net income per common share	$	0.31						$	0.34
Weighted-average shares used in the calculation of basic net income per common share		15,620							15,620
Weighted-average shares used in the calculation of diluted net income per common share		16,473							16,473

See accompanying notes.

GLOBECOMM SYSTEMS INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2006

(in thousands, except per share data)

	Globecomm Systems Inc.		GlobalSat		Pro forma adjustments			Combined
Revenues from ground segment systems, networks and enterprise solutions	$	97,967						$	97,967
Revenues from data communications services		28,069	$	20,034					48,103
Total revenues		126,036		20,034					146,070
Costs and operating expenses:
Costs from ground segment systems, networks and enterprise solutions		81,410							81,410
Costs from data communications services		23,605		14,692					38,297
Selling and marketing		7,029		340					7,369
Research and development		1,052							1,052
General and administrative		9,589		2,272	1,035		I		12,896
Total costs and operating expenses		122,685		17,304	1,035				141,024
Income from operations		3,351		2,730	(1,035	)			5,046
Other income:
Interest income		965			(71	)	G		894
Interest expense		—		262	961		F		1,223
Gain on liquidation of foreign subsidiary		264							264
Income before income taxes		4,580		2,468	(2,067	)			4,981
Provision for income taxes		88			4		H		92
Net income	$	4,492	$	2,468	(2,071	)			4,889
Basic net income per common share	$	0.30						$	0.33
Diluted net income per common share	$	0.29						$	0.31
Weighted-average shares used in the calculation of basic net income per common share		15,001							15,001
Weighted-average shares used in the calculation of diluted net income per common share		15,608							15,608

See accompanying notes.

GLOBECOMM SYSTEMS INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. Description of transaction

On April 23, 2007, Globecomm Systems Inc (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Lyman Bros., Inc., a Utah corporation (“Lyman”), and GlobalSat, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Lyman Bros., Inc. (“GlobalSat”). The Purchase Agreement provides for the acquisition of substantially all of the assets and the assumption of certain liabilities of GlobalSat (the “Assets”), and the acquisition of 100% of the equity interests of Lyman Maryland Properties, LLC, a Utah limited liability company, and Turbo Logic Associates, LLC a Delaware limited liability company, each a wholly-owned subsidiary of Lyman, comprising the GlobalSat Division of Lyman. The transaction closed on May 2, 2007.

Pursuant to the terms of the Purchase Agreement, the Company acquired the GlobalSat Division from Lyman for a purchase price of $18.4 million in cash, subject to certain working capital adjustments. The purchase price was partially funded through a $16 million acquisition term loan provided by Citibank, N.A.

The unaudited pro forma combined statements of operations have been prepared assuming the acquisition occurred on July 1, 2005. The unaudited pro forma combined balance sheet has been prepared assuming the acquisition occurred on March 31, 2007.

2. Purchase Price

The Company has accounted for the acquisition as a purchase under accounting principles generally accepted in the United States. Under the purchase method of accounting, the assets and liabilities of GlobalSat will be recorded as of the acquisition date at their respective fair values and consolidated with those of the Company.

The Company has not yet completed its analysis of the fair value of the acquired assets and liabilities. The amounts recorded have been estimated and are subject to change.

The preliminary estimate of the purchase price allocation, which includes approximately $666,000 in transaction related costs, is as follows (in thousands):

Total current assets	$	5,784
Fixed assets		3,027
Goodwill		14,950
Customer relationships		3,000
Contracts backlog		640
Covenant not to compete		60
Liabilities		(8,395	)
Total Purchase Price	$	19,066

3. Pro Forma Adjustments

A) To reflect long term debt of $16.0 million used to partially fund the acquisition and a reduction of cash of $2.4 million comprising the $18.4 million purchase price.

B) To reflect reduction in debt of approximately $1,915,000 not assumed by the Company.

C) To reflect cash paid of approximately $666,000 for transaction related costs.

D) Eliminate equity and adjust the goodwill of GlobalSat as part of the acquisition. The combined goodwill amount of $25,106,000 is $2,952,000 higher than the aggregate goodwill of the Company and GlobalSat at the date of acquisition, as reflected in the estimated purchase price allocation in Note 2, because the amount of net assets of GlobalSat at the pro forma date of March 31, 2007 was that amount less than the estimated amount at the date of closing (May 2, 2007).

E) To reflect goodwill of $14,950,000 and intangible assets of $3,700,000 resulting from the purchase price allocation.

F) To reflect an increase in interest expense of approximately $669,000 and $1,105,000 for the nine months ended March 31, 2007 and year ended June 30, 2006, respectively, due to the $16.0 million term loan used to partially fund the acquisition, partially offset by the decrease in interest expense of approximately $119,000 and $144,000 for the nine months ended March 31, 2007 and year ended June 30, 2006, respectively, related to debt not assumed by the Company.

G) To reflect reduction in interest income of approximately $53,000 and $71,000 for the nine months ended March 31, 2007 and year ended June 30, 2006, respectively, due to assumed use of $2.4 million of the Company’s existing cash to partially fund the acquisition and approximately $666,000 of cash paid for transaction related costs.

H) To reflect an income tax (benefit) provision of approximately $(1,000) and $4,000 for the nine months ended March 31, 2007 and year ended June 30, 2006, respectively, using the Company’s effective tax rate of approximately 2% on the pro forma adjustments including impact of book to tax differences. In addition, this rate was applied to the pretax net income of GlobalSat as GlobalSat operated as a subsidiary of an S Corp and was not subject to income taxes.

I) To reflect amortization expense of approximately $296,000 and $1,035,000 for the nine months ended March 31, 2007 and year ended June 30, 2006, respectively, related to the intangible assets acquired. Included in the amortization expense for the year ended June 30, 2006 is $640,000 of amortization expense related to the contract backlog, which will be amortized in the first eight months subsequent to the acquisition date.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-8 No. 333-70527) pertaining to the Globecomm Systems Inc. 1997 Stock Incentive Plan and the 1999 Employee Stock Purchase Plan,

(2) Registration Statement (Form S-8 No. 333-112351) pertaining to the Globecomm Systems Inc. 1997 Stock Incentive Plan,

(3) Registration Statement (Form S-8 No. 333-138915) pertaining to the Globecomm Systems Inc. 2006 Stock Incentive Plan, and

(4) Registration Statement (Form S-3 No. 333-141464) pertaining to the shelf registration of common shares and in the related prospectus;

of our report dated July 10, 2007, with respect to the financial statements of GlobalSat, LLC included in the Current Report (Form 8-K/A) of Globecomm Systems Inc. dated July 16, 2007.

	/s/ Ernst & Young LLP
Melville, New York July 13, 2007