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TMCNet:  GLOBECOMM SYSTEMS INC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations.

[February 11, 2013]

GLOBECOMM SYSTEMS INC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations.

(Edgar Glimpses Via Acquire Media NewsEdge) You should read the following discussion of our financial condition and results of operations with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, based on our current expectations, assumptions, estimates and projections. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors which are described in the "Risk Factors" section of this Quarterly Report and in our other filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


Overview Our business is global and subject to technological and business trends in the telecommunications marketplace. We derive much of our revenue from the government marketplace and developing countries. Our business is therefore affected by geopolitical developments involving areas of the world in which our customers are located, particularly in developing countries and areas of the world involved in armed conflicts, which directly impacts our military-related business. Our business may also be affected by the government's budgetary issues and its recent efforts to reduce the national deficit and defense spending, which may have a significant effect on our results of operations.

The services and products we offer include: access, hosted, professional services and lifecycle support services, pre-engineered and systems design and integration products. To provide these services and products, we engineer all the necessary satellite and terrestrial facilities as well as provide the integration services required to implement those facilities. We also operate and maintain managed networks and provide life cycle support services on an ongoing basis. Our customers generally have network service requirements that include point-to-point or point-to-multipoint connections via a hybrid network of satellite and terrestrial facilities. In addition to government entities, our customers are communications service providers, commercial enterprises and media and content broadcasters.

Since our services and products are often sold into areas of the world which do not have fiber optic land-based networks, a substantial portion of our revenues are derived from, and are expected to continue to be derived from, developing countries. These countries carry with them more enhanced risks of doing business than in developed areas of the world, including the possibility of armed conflicts or the risk that more advanced land-based telecommunications will be implemented over time, and less developed legal protection for intellectual property.

During the past several years many businesses including ours, have faced uncertain economic environments. If the long-term growth in demand for communications networks does not increase from recent depressed levels, the demand for our infrastructure solutions may continue to decline or grow more slowly than we expect. The demand for communications networks and the products used in these networks is affected by various factors, many of which are beyond our control. For example, many companies have found it difficult to raise capital to finish building their communications networks and, therefore, have placed fewer orders. Our infrastructure solutions segment in particular was impacted by this decreased demand and capital spending by our customers, and we incurred operating losses in this segment over the past several years. We cannot predict the extent to which demand will increase, nor the timing of such demand.

The growth and profitability of our services segment in recent periods may not be sufficient to offset any prolonged continuation of a decline in business in our infrastructure segment.

16 -------------------------------------------------------------------------------- Table of Contents In the three months ended December 31, 2012, 13% of our revenues were derived from services rendered to each of the US Army CECOM and Inmarsat Government. In the six months ended December 31, 2012, 18% and 13% of our revenues were derived from services rendered to the US Army CECOM and Inmarsat Government, respectively. A significant portion of this revenue with US Army CECOM is derived from a multi-year, $74 million agreement ("Contract A") which is a pass-through subcontract entailing little risk of unexpected costs and under which we earn comparatively lower profit margins. In addition we performed work as a subcontractor to Inmarsat Government since February 2012 for services for the U.S. Government. Previously, similar services were provided to Northrop Grumman Information Technologies Inc. ("Northrop") which had a prime contract with the U.S. Government. Our contract for these services as a subcontractor to Inmarsat Government has an initial term ending December 31, 2013 at a somewhat lower profit margin than our prior agreement with Northrop. This subcontract is expected to continue to be material to our results of operations and has provided profit margin significantly above our norm. Although the identity of customers and contracts may vary from period to period, we have been, and expect to continue to be, dependent on revenues from a small number of customers or contracts in each period in order to meet our financial goals. From time to time our services to these customers are located in developing countries or otherwise subject to unusual risks.

In a majority of cases, revenues related to contracts for infrastructure solutions and services have been fixed-price contracts. The profitability of such contracts is subject to inherent uncertainties as to the cost of performance. 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 our business is frequently concentrated in a limited number of large contracts, a significant cost overrun on any single contract could have a material adverse effect on our business, financial condition and results of operations. In the years ended June 30, 2012 and June 30, 2011, we recorded $1.5 million and $2.1 million, respectively, for additional costs incurred on a fixed-price contract in the infrastructure segment ("Contract B"). In the three and six months ended December 31, 2012, we recorded $1.0 million for additional costs incurred on Contract B. In addition, in the three and six months ended December 31, 2012, we recorded $0.1 million and $1.0 million, respectively for additional costs incurred on another fixed-price contract. The additional costs were due in large part to unexpected difficulties resulting in unexpected substantial costs associated with engineering and production issues. The revenues associated with both loss programs are expected to be recognized in fiscal years 2013 and 2014 and will have no profit margin associated with them, which will negatively impact our gross margin percentages in fiscal years 2013 and 2014 as milestones are reached, as they have negatively impacted our gross margin percentage in the three and six months ended December 31, 2012 and the fiscal year ended June 30, 2012.

Contract costs generally include purchased material, direct labor, overhead and other direct costs. Anticipated contract losses are recognized, as they become known. Costs from infrastructure solutions consist primarily of the costs of purchased materials (including shipping and handling costs), direct labor and related overhead expenses, project-related travel and living costs and subcontractor costs. Costs from services consist primarily of satellite space segment charges, voice termination costs, network operations expenses and Internet connectivity fees. 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 satellites leased from operators.

Network operations expenses consist primarily of costs associated with the operation of the network operations center on a twenty-four hour a day, seven-day a week basis, including personnel and related costs and depreciation.

Selling and marketing expenses consist primarily of salaries, travel and living costs for sales and marketing personnel. Research and development expenses consist primarily of salaries and related overhead expenses. General and administrative expenses consist of expenses associated with our management, finance, contract and administrative functions, as well as amortization of intangible assets.

Critical Accounting Policies Certain of our accounting policies require judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate. Actual results may differ from these judgments under different assumptions or conditions. Our accounting policies that require management to apply significant judgment include: 17 -------------------------------------------------------------------------------- Table of Contents Revenue Recognition-Infrastructure Solutions We recognize revenue for our production-type contracts that are sold separately as standard satellite ground segment systems when persuasive evidence of an arrangement exists, the selling price is fixed or determinable, collectability is reasonably assured, delivery has occurred and the contractual performance specifications have been met. Our standard satellite ground segment systems produced in connection with these contracts are typically short-term (less than twelve months in term) and manufactured using a standard modular production process. Such systems require less engineering, drafting and design efforts than our long-term complex production-type projects. Revenue is recognized on our standard satellite ground segment systems upon shipment and acceptance of factory performance testing which is when title transfers to the customer. The amount of revenues recorded on each standard production-type contract is reduced by the customer's contractual holdback amount, which typically requires 10% to 30% of the contract value to be retained by the customer until installation and final acceptance is complete. The customer generally becomes obligated to pay 70% to 90% of the contract value upon shipment and acceptance of factory performance testing. Installation is not deemed to be essential to the functionality of the system since installation does not require significant changes to the features or capabilities of the equipment, does not require complex software integration and interfacing and we have not experienced any difficulties installing such equipment. In addition, the customer or other third party vendors can install the equipment. The estimated value of the installation services is determined by management, which is typically less than the customer's contractual holdback percentage. If the holdback is less than the estimated value of installation, we will defer recognition of revenues, determined on a contract-by-contract basis equal to the estimated value of the installation services. Payments received in advance by customers are deferred until shipment and are presented as deferred revenues.

We recognize revenue using the percentage-of-completion method of accounting upon the achievement of certain contractual milestones, for our non-standard, complex production-type contracts for the production of satellite ground segment systems and equipment that are generally integrated into the customer's satellite ground segment network. The equipment and systems produced in connection with these contracts are typically long-term (in excess of twelve months in term) and require significant customer-specific engineering, drafting and design effort in order to effectively integrate all of the customizable earth station equipment into the customer's ground segment network. These contracts generally have larger contract values, greater economic risks and substantive specific contractual performance requirements due to the engineering and design complexity of such systems and related equipment. Progress payments received in advance by customers are netted against the inventories balance.

The timing of our revenue recognition is primarily driven by achieving shipment, final acceptance or other contractual milestones. Project risks including project complexity, political and economic instability in certain regions in which we operate, export restrictions, tariffs, licenses and other trade barriers which may result in the delay of the achievement of revenue milestones.

A delay in achieving a revenue milestone may negatively impact our results of operations.

We enter into multiple-element arrangements with our customers including hardware, engineering solutions, professional services and maintenance services.

For arrangements involving multiple deliverables, we evaluate and separate each deliverable to determine whether it represents a separate unit of accounting based on whether the delivered item has value to the customer on a stand-alone basis. Consideration is allocated to each deliverable based on the item's relative selling price. We use a hierarchy to determine the selling price to be used to allocate revenue to each deliverable as follows: (i) vendor-specific objective evidence of the selling price; (ii) third party evidence of selling price; and (iii) best estimate of selling price.

Costs from Infrastructure Solutions Costs related to our production-type contracts and our non-standard, complex production-type contracts rely on estimates based on total expected contract costs. Typically, these contracts are fixed price projects. We use estimates of the costs applicable to various elements which we believe are reasonable. Our estimates, are assessed continually during the term of these contracts and costs are subject to revisions as the contract progresses to completion. These estimates are subjective based on management's assessment of project risk. These risks may include project complexity and political and economic instability in certain regions in which we operate. Revisions in cost estimates are reflected in the period in which they become known. A significant revision in an estimate may negatively impact our results of operations. In the event an estimate indicates that a loss will be incurred at completion, we record the loss as it becomes known.

18 -------------------------------------------------------------------------------- Table of Contents Goodwill and Other Intangible Assets Impairment Goodwill represents the excess of the purchase price of businesses over the fair value of the identifiable net assets acquired. The amount of goodwill recorded in our balance sheet has significantly increased over the recent past as we have made several acquisitions. Goodwill and other indefinite life intangible assets are 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 charge. The impairment test is dependent upon estimated future cash flows of the services segment. There have been no events during the six months ended December 31, 2012 that would indicate that the goodwill and indefinite life intangible assets were impaired.

Deferred tax assets We regularly estimate our ability to recover deferred income taxes, report such deferred tax assets at the amount that is determined to be more-likely-than-not recoverable, and we have to estimate our income taxes in each of the taxing jurisdictions in which we operate. This process involves estimating our current tax expense together with assessing any temporary differences resulting from the different treatment of certain items, such as the timing for recognizing revenue and expenses for tax and accounting purposes. These differences may result in deferred tax assets and liabilities, which are included in our consolidated balance sheets.

We are required to assess the likelihood that our deferred tax assets, which include net operating loss carry forwards and temporary differences that are expected to be deductible in future years, will be recoverable from future taxable income or other tax planning strategies. If recovery is not likely, we have to provide a valuation allowance based on our estimates of future taxable income in the various taxing jurisdictions, and the amount of deferred taxes that are ultimately realizable. The provision for current and deferred taxes involves evaluations and judgments of uncertainties in the interpretation of complex tax regulations. This evaluation considers several factors, including an estimate of the likelihood of generating sufficient taxable income in future periods, the effect of temporary differences, the expected reversal of deferred tax liabilities and available tax planning strategies.

At December 31, 2012 and June 30, 2012 we had a liability for unrecognized tax benefits of approximately $1,475,000, which if recognized in the future, would favorably impact our effective tax rate.

Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the appropriate vesting period.

Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term of stock options, and the expected volatility of our stock. In addition, judgment is required in estimating the amount of stock-based awards that are expected to be forfeited.

If actual results differ significantly from these estimates or different key assumptions were used, it could have a material effect on our consolidated financial statements.

As of December 31, 2012, there was approximately $6,917,000 of unrecognized compensation cost related to non-vested restricted shares and restricted share units. The cost is expected to be recognized over a weighted-average period of 2.2 years. As of December 31, 2012, there was approximately $107,000 of unrecognized compensation cost related to non-vested outstanding stock options.

The cost is expected to be recognized over a weighted-average period of 2.0 years.

19 -------------------------------------------------------------------------------- Table of Contents Allowances for Doubtful Accounts We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We assess the customer's ability to pay based on a number of factors, including our past transaction history with the customer and the creditworthiness of the customer.

An assessment of the inherent risks in conducting our business with foreign customers is also made since a significant portion of our revenues is international. Management specifically analyzes accounts receivable, historical bad debts, customer concentrations, customer creditworthiness and current economic trends. If the financial condition of our customers were to deteriorate in the future, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories Inventories consist primarily of work-in-progress from costs incurred in connection with specific customer contracts, which are stated at the lower of cost or market value. In assessing the realizability of inventories, we are required to make estimates of the total contract costs based on the various elements of the work-in-progress. It is possible that changes to these estimates could cause a reduction in the net realizable value of our inventories.

Valuation of contingent consideration Contingent consideration relates to the fair value of the earn-out accrual for acquisitions. We estimate this accrual by using an analysis of projected results as compared to targets in the related acquisition agreement. This analysis is performed using an income approach valuation method based on unobservable inputs including revenues, gross profit and discount rate, along with the underlying entity's history and outlook. As of December 31, 2012 and June 30, 2012, we have estimated the fair value of the earn-out for the ComSource acquisition for the twelve month period ending March 31, 2013 to be zero.

Recent Accounting Pronouncements In September 2011, the FASB issued amended guidance related to Intangibles-Goodwill and Other: Testing Goodwill for Impairment. The amendment is intended to simplify how entities test goodwill for impairment. The amendment permits an entity to first assess qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. This amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The adoption of this guidance did not have a material impact on our consolidated financial condition or results of operations.

In June 2011, the FASB issued amended guidance related to Comprehensive income-"Comprehensive Income: Presentation of Comprehensive Income". This amendment revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used today, and the second statement would include components of other comprehensive income ("OCI"). The ASU does not change the items that must be reported in OCI. For public entities, the ASU's amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance did not have a material impact on our consolidated financial condition or results of operations.

Results of Operations Three and Six Months Ended December 31, 2012 and 2011 Revenues from Services. Revenues decreased by $4.5 million, or 8.2%, to $50.2 million for the three months ended December 31, 2012 and decreased by $7.5 million, or 7.2%, to $97.3 million for the six months ended December 31, 2012, compared to $54.7 million and $104.9 million for the three and six months ended December 31, 2011, respectively. The decrease in revenues was primarily due to a decrease in our access service offering in the government marketplace due to the reduction of services in Iraq.

20-------------------------------------------------------------------------------- Table of Contents Revenues from Infrastructure Solutions. Revenues decreased by $11.0 million, or 27.1%, to $29.6 million for the three months ended December 31, 2012 and increased by $2.3 million, or 3.7%, to $63.6 million for the six months ended December 31, 2012, compared to $40.5 million and $61.3 million for the three and six months ended December 31, 2011, respectively. The decrease in revenues in the three months ended December 31, 2012 was primarily driven by the decrease in achievement of revenue milestones under Contact A which was substantially complete as of December 31, 2012 with remaining backlog of approximately $1.1 million. The increase in revenue in the six months ended December 31, 2012 was due to increase in milestones achieved under Contract A in the three months ended September 30, 2012 as compared to September 30, 2011.

Costs from Services. Costs from services decreased by $2.0 million, or 5.7%, to $33.8 million for the three months ended December 31, 2012 and decreased by $4.0 million, or 5.7%, to $65.8 million for the six months ended December 31, 2012, compared to $35.8 million and $69.8 million for the three and six months ended December 31, 2011, respectively. Gross margin decreased to 32.7% of revenues for the three months ended December 31, 2012 and decreased to 32.4% of revenues for the six months ended December 31, 2012, compared to 34.5% and 33.5% for the three and six months ended December 31, 2011, respectively. The decrease in the gross margin was primarily driven by a decrease in revenue in the government marketplace due to a reduction of services in Iraq and a reduction in margin due to the customer change from Northrop to Inmarsat Government on a government program for which we provide subcontracting services. The gross margin in the services segment has been a key driver of our consolidated income from operations. The future relationship between the revenue and margin growth of our operating segments will depend on a variety of factors, including the timing of major contracts, which are difficult to predict.

Costs from Infrastructure Solutions. Costs from infrastructure solutions decreased by $9.7 million, or 26.6%, to $26.7 million for the three months ended December 31, 2012 and increased by $4.3 million, or 7.9%, to $58.8 million for the six months ended December 31, 2012, compared to $36.4 million and $54.5 million for the three and six months ended December 31, 2011, respectively. The gross margin decreased to 9.7% in the three months ended December 31, 2012 and decreased to 7.5% for the six months ended December 31, 2012, compared to 10.3% and 11.1% for the three and six months ended December 31, 2011, respectively.

The decrease in gross margin was mainly attributable to significant proportion of revenue from Contract A, which has lower than normal margin. The Company expects a significant portion of previously delayed shipments on Contract B, which carries no margin to be made in the remainder of fiscal 2013 and fiscal 2014 which in each case will negatively impact our gross margin percentage in the remainder of fiscal 2013 and fiscal 2014 as milestones are reached under that contract.

Selling and Marketing. Selling and marketing expenses decreased by $0.4 million, or 9.0%, to $4.4 million for the three months ended December 31, 2012 and decreased by $0.7 million, or 7.9%, to $8.7 million for the six months ended December 31, 2012, compared to $4.9 million and $9.4 million for the three and six months ended December 31, 2011, respectively. The decrease was a result of cost cutting initiatives.

Research and Development. Research and development expenses decreased by $0.8 million, or 43.6%, to $1.0 million for the three months ended December 31, 2012 and decreased by $1.6 million, or 44.7%, to $1.9 million for the six months ended December 31, 2012, compared to $1.7 million and $3.5 million for the three and six months ended December 31, 2011, respectively. The decrease was principally due to higher than normal costs in the three and six months ended December 31, 2011 associated with the Tempo Enterprise Media Platform and infrastructure program-related development that has been completed.

General and Administrative. General and administrative expenses decreased by $0.5 million, or 5.7%, to $7.9 million for the three months ended December 31, 2012 and decreased by $1.1 million, or 6.7%, to $15.6 million for the six months ended December 31, 2012 compared to $8.4 million and $16.7 million for the three and six months ended December 31, 2011, respectively. The decrease was a result of a decrease in amortization of intangibles in the three and six months ended December 31, 2012 of approximately $0.3 million and $0.7 million, respectively, a decrease in accruals for our management incentive plan and other cost cutting initiatives.

21 -------------------------------------------------------------------------------- Table of Contents Earn-out Fair Value Adjustments. The earn-out fair value adjustment in the three and six months ended December 31, 2011 was due to the reduction in the estimated earn-out accrual related to the acquisition of ComSource due to reduction in the forecasted results.

Interest Income. Interest income remained consistent for the three and six months ended December 31, 2012, as compared to the prior period.

Interest Expense. Interest expense decreased by $0.1 million for the three and six months ended December 31, 2012, as a result of a decrease in outstanding debt resulting from the monthly repayments.

Provision for Income Taxes. The provision for income taxes decreased by $0.7 million, or 24.2%, to $2.1 million for the three months ended December 31, 2012 and decreased by $0.4 million, or 11.3%, to $3.5 million for the six months ended December 31, 2012, compared to $2.8 million and $4.0 million for the three and six months ended December 31, 2011, respectively. The effective tax rate increased to 35% from 23% and 18% for the three and six months ended December 31, 2011, respectively, due to the impact in the prior year of an earn-out fair value gain which was not subject to tax.

Liquidity and Capital Resources At December 31, 2012, we had working capital of $115.2 million, including cash and cash equivalents of $73.6 million, net accounts receivable of $56.0 million, inventories of $36.4 million and prepaid expenses and other current assets of $4.8 million and deferred income taxes of $3.6 million, offset by $34.7 million in accounts payable, $6.9 million in other accrued expenses, $6.7 million in deferred revenue, $6.1 million in current portion of long term debt, and $4.5 million in accrued payroll and related fringe benefits.

At June 30, 2012, we had working capital of $109.8 million, including cash and cash equivalents of $72.2 million, net accounts receivable of $59.2 million, inventories of $30.7 million, prepaid expenses and other current assets of $4.1 million and deferred income taxes of $7.0 million, offset by $34.0 million in accounts payable, $4.6 million in deferred revenues, $6.7 million in accrued payroll and related fringe benefits, $11.9 million in accrued expenses and $6.1 million in current portion of long term debt.

Net cash provided by operating activities during the six months ended December 31, 2012 was $14.7 million. This primarily related to net income of $6.5 million, a non-cash item representing depreciation and amortization expense of $5.8 million comprised of depreciation expense related to the network operations center and satellite earth station equipment and amortization expense related to acquisitions, a decrease in deferred income taxes of $3.5 million due to net income generated in the period, a decrease in accounts receivable of $3.4 million due to the timing of billings and collections from customers, an increase in deferred revenue of $2.0 million due to timing differences between project billings and revenue recognition milestones resulting from specific customer contracts and non-cash stock compensation expense of $1.9 million, offset by an increase in inventory of $5.7 million due to the timing of shipments and purchases of equipment for milestones to be reached in future periods and a decrease in accrued payroll and related fringe benefits of $2.2 million due to payment of awards under our management incentive plan.

Net cash provided by operating activities during the six months ended December 31, 2011 was $14.6 million. This primarily related to net income of $18.6 million, an increase in accounts payable of $11.2 million due to the increase in inventories and timing of payments to vendors, a non-cash item representing depreciation and amortization expense of $6.2 million comprised of depreciation expense related to the network operations center and satellite earth station equipment and amortization expense related to acquisitions, a decrease in deferred income taxes of $3.7 million due to net income generated in the period, an increase in deferred revenue of $3.3 million due to timing differences between project billings and revenue recognition milestones resulting from specific customer contracts, and non-cash stock compensation expense of $1.8 million, partially offset by an increase in accounts receivable of $11.5 million due to the timing of billings and collections from customers, a non-cash earn-out fair value adjustments of $10.6 million and an increase in inventory of $7.3 million due to the timing of shipments and purchases of equipment for milestones to be reached in future periods.

Net cash used in investing activities during the six months ended December 31, 2012 was $10.6 million, which related to the purchase of Tempo Enterprise Media Platform assets, network operations center and teleport assets, hosted mobile core switch assets and the implementation of an enterprise resource planning software system of $5.9 million and the payment for the ComSource earn-out of $4.7 million for the earn-out period ended March 31, 2012.

22-------------------------------------------------------------------------------- Table of Contents Net cash used in investing activities during the six months ended December 31, 2011 was $9.6 million, which related to the cash portion of the payment for the C2C and Evocomm earn-out of $4.5 million and the purchase of network operations center assets, teleport assets, and the implementation of an enterprise resource planning software system of $5.1 million.

Net cash used in financing activities during the six months ended December 31, 2012 was $2.7 million, which primarily related to repayment of long term debt of $3.1 million partially offset by $0.3 million of proceeds from the exercise of stock options.

Net cash used in financing activities during the six months ended December 31, 2011 was $2.4 million, which primarily related to repayment of long term debt of $3.1 million partially offset by $0.6 million of proceeds from the exercise of stock options.

On July 18, 2011, we entered into a new secured credit facility with Citibank N.A. which expires October 31, 2014. The credit facility is comprised of a $72.5 million line of credit (the "Line") which includes the following sublimits: (a) $30 million available for standby letters of credit; (b) $10 million available for commercial letters of credit; (c) a line for term loans, each having a term of no more than five years, in the aggregate amount of up to $50 million that can be used for acquisitions; and (d) $15 million available for revolving credit borrowings. We are required to pay a commitment fee on the average daily unused portion of the total commitment based on our consolidated leverage ratio (currently 25 basis points per annum) payable quarterly in arrears.

At our discretion, advances under the Line bear interest at the prime rate or LIBOR plus applicable margin based on our leverage ratio and are collateralized by a first priority security interest on all of our personal property. At December 31, 2012, the applicable margin on the LIBOR rate was 200 basis points.

We are required to comply with various ongoing financial covenants, including with respect to our leverage ratio, minimum cash balance, fixed charge coverage ratio and EBITDA minimums, with which we were in compliance at December 31, 2012. As of December 31, 2012, $17.6 million was outstanding under acquisition loans, of which $6.1 million was due within one year. In addition, there were standby letters of credit of approximately $8.1 million, which were applied against and reduced the amounts available under the credit facility as of December 31, 2012.

We lease satellite space segment services and other equipment under various operating lease agreements, which expire in various years through fiscal year ending June 30, 2021. Future minimum lease payments due on these leases through December 31, 2013 are approximately $38.1 million.

At December 31, 2012, we had contractual obligations and other commercial commitments as follows (in thousands): Contractual Obligations and Commercial Commitments Payments Due by Period More Contractual Less than 1 than 5 Obligations Total year 1-3 years 4-5 years years Operating leases $ 38,372 $ 23,678 $ 12,277 $ 2,398 $ 19 Long term debt 17,625 6,100 10,325 1,200 - Total contractual obligations $ 55,997 $ 29,778 $ 22,602 $ 3,598 $ 19 23 -------------------------------------------------------------------------------- Table of Contents Amount of Commitment Expiration Per Period Total More Amounts Less than 1 Than Other Commercial Commitments Committed year 1-3 years 4-5 years 5 years Standby letters of credit $ 8,083 $ 7,419 $ 664 $ - $ - Total commercial commitments $ 8,083 $ 7,419 $ 664 $ - $ - Our tax liability for uncertain tax positions was approximately $1.5 million at December 31, 2012. Until formal resolutions are reached between us and the tax authorities, the timing and amount of possible audit settlements for uncertain tax benefits is not practicable. Therefore, we do not include this obligation in the table of contractual obligations.

As part of the acquisition of ComSource, the former ComSource shareholders are also entitled to receive additional cash payments of up to $12.1 million for the twelve months ending March 31, 2013, subject to an earn-out based upon the acquired business achieving certain earnings milestones in the twelve month period. As of December 31 and June 30, 2012, the Company has estimated the fair value of the earn-out to be zero for the earn-out period ending March 31, 2013.

In July 2012, $4.7 million was paid to the former shareholders of ComSource for the earn-out period ended March 31, 2012.

We expect that our cash and working capital requirements for operating activities may increase as we continue to implement our business strategy.

Management anticipates additional working capital requirements for work in progress for orders as obtained and that we may periodically experience negative cash flows due to variances in quarter to quarter operating performance and if cash is used to fund any future acquisitions of complementary businesses, technologies and intellectual property. We will use existing working capital and, if required, use our credit facility to meet these additional working capital requirements.

Our future capital requirements will depend upon many factors, including the success of our marketing efforts in the services and infrastructure solutions business, the nature and timing of customer orders and the level of capital requirements related to the expansion of our service offerings. Based on current plans, we believe that our existing capital resources will be sufficient to meet working capital requirements at least through December 31, 2013. However, we cannot assure you that there will be no unforeseen events or circumstances that would consume available resources significantly before that 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 our existing stockholders. If adequate funds are unavailable, we may be required to delay, scale back or eliminate some of our operating activities, including, without limitation, capital expenditures, research and development activities, the timing and extent of our marketing programs, and we may be required to reduce headcount. We cannot assure you that additional financing will be available to us on acceptable terms, or at all.

Off-Balance Sheet Arrangements We have not entered into any off-balance sheet arrangements.

Related Party Transactions None.

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