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8-K - FORM 8-K - GLOBECOMM SYSTEMS INC | y04957e8vk.htm |
EX-99.1 - EX-99.1 - GLOBECOMM SYSTEMS INC | y04957exv99w1.htm |
Exhibit 99.2
Globecomm Systems Reports Settlement of C2C/Evocomm Earn-Out
HAUPPAUGE, N.Y.(BUSINESS WIRE)June 17, 2011 Globecomm Systems Inc. (NASDAQ:GCOM), a
leading global provider of communications solutions and services, today announced that it has
reached a settlement agreement with Satellite Telecom Holdings Limited (formerly Carrier to
Carrier Telecom Holdings Limited) on the remaining earn-out obligation with respect to Globecomms
previously-announced acquisition of Carrier to Carrier Telecom B.V. and Evolution Communications
Limited. The Company will make a final payment of $4.5 million in July 2011. This will result in
a charge of approximately $1.8 million in Globecomms fourth quarter ending June 30, 2011, or $.08
per diluted share, with no impact on adjusted diluted net income per common share. This settlement
will eliminate any future charges for the change in fair value of the earn-out, will save the
Company up to $1.0 million in potential future charges based on the continued improved results of
the acquired subsidiaries, beyond Globecomms original expectations and will allow the management
to focus on synergies as Globecomm proceeds with integration of the acquired companies.
As a result of the earn out settlement, Globecomm currently expects GAAP diluted net income per
common share for the fiscal year ending June 30, 2011 to be between $0.35 and $0.39, down from
$0.43 to $0.47. Globecomm expects adjusted diluted net income per common share to remain unchanged
at between $0.57 and $0.62 for its 2011 fiscal year end results. Globecomms other expectations
regarding its 2011 fiscal year end results, indicated in its May 9, 2011 press release, remain
current.
Non-GAAP Measure
Adjusted diluted net income per common share excludes acquisition-related transaction expenses,
earn-out fair value adjustments and non-recurring tax adjustments. These amounts are not in
accordance with GAAP. However, Globecomm believes this measure provides greater transparency by
helping illustrate comparability between current and prior periods. Under the new accounting
pronouncement on business combinations, acquisition related transaction expenses are required to be
expensed rather than capitalized and charges to the earn-out fair value adjustments are required to
be expensed rather than capitalized and therefore the exclusion of the earn-out fair value
adjustments is a non-GAAP measure that provides better comparability of results. The non-recurring
tax adjustment relates to research and development tax credits for fiscal 2005 and 2010, therefore
they have been excluded as a non-GAAP measure to provide better comparability of results.
Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for
comparable GAAP measures, and should be read only in conjunction with the Companys consolidated
financial statements prepared in accordance with GAAP. The Companys management regularly uses
supplemental non-GAAP financial measures internally to understand, manage and evaluate the
Companys business and make operating decisions.
About Globecomm Systems
Globecomm Systems Inc., or Globecomm, is a leading global provider of satellite-based managed
network solutions. Employing our expertise in emerging communication technologies we are able to
offer a comprehensive suite of system integration, system products, and network services enabling a
complete end-to-end solution for our customers. We believe our integrated approach of in-house
design and engineering expertise combined with a world-class global network and our 24 by 7 network
operating centers provides us a unique competitive advantage. We are now taking this value
proposition to selective vertical markets, including government, wireless, media, enterprise, and
maritime. As a network solution provider we leverage our global network to provide customers
managed access services to the United States Internet backbone, video content, the public switched
telephone network or their corporate headquarters, or government offices. We currently have
customers for which we are providing such services in the United States, Europe, South America,
Africa, the Middle East, and Asia.
Based in Hauppauge, New York, Globecomm also maintains offices in Maryland, New Jersey, Virginia,
the Netherlands, South Africa, Hong Kong, Germany, Singapore, the United Arab Emirates and
Afghanistan.
This press release contains forward-looking statements made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based
on managements current expectations and observations. You should not place undue reliance on our
forward-looking statements because the matters they describe are subject to certain risks,
uncertainties and assumptions that are difficult to predict. Our forward-looking statements are
based on the information currently available to us and speak only as of the date of this press
release. Over time, our actual results, performance or achievements may differ from those expressed
or implied by our forward-looking statements, and such differences might be significant and
materially adverse to our security holders.
We have identified some of the important factors that could cause future events to differ from our
current expectations and they are described in our most recent Annual Report on Form 10-K,
including without limitation under the captions ''Risk Factors and ''Managements Discussion and
Analysis of Financial Condition and Results of Operations, and in other documents that we may
file with the SEC, all of which you should review carefully. Please consider our forward-looking
statements in light of those risks as you read this press release.
CONTACT: Globecomm Systems Inc.
David Hershberg, 631-231-9800
Investor Relations:
Matthew Byron, 631-457-1301
Fax: 631-231-1557
info@globecommsystems.com
www.globecommsystems.com.
SOURCE: Globecomm Systems Inc.
David Hershberg, 631-231-9800
Investor Relations:
Matthew Byron, 631-457-1301
Fax: 631-231-1557
info@globecommsystems.com
www.globecommsystems.com.
SOURCE: Globecomm Systems Inc.