10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2013

Commission File Number 000-51211

Global Telecom & Technology, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-2096338
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

8484 Westpark Drive

Suite 720

McLean, Virginia 22102

(703) 442-5500

(Address including zip code, and telephone number, including area

code of principal executive officers)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨	Accelerated Filer ¨	Non-Accelerated Filer ¨	Smaller reporting company þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of August 14, 2013, 22,910,426 shares of common stock, par value $.0001 per share, of the registrant were outstanding.

	Page
PART I — FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Comprehensive Loss	5
Condensed Consolidated Statement of Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures about Market Risk	27
Item 4. Controls and Procedures	28
PART II — OTHER INFORMATION	29
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 6. Exhibits	39
SIGNATURES	40
CERTIFICATIONS

2

PART I – Financial Information

ITEM 1. FINANCIAL STATEMENTS

Global Telecom & Technology, Inc.

Condensed Consolidated Balance Sheets

(Amounts in thousands, except for share and per share data) 

	June 30, 2013			December 31, 2012
	(Unaudited)			(Note 1)
ASSETS
Current assets:
Cash and cash equivalents	$	5,593		$	4,726
Accounts receivable, net of allowances of $923 and $748, respectively	23,852			11,003
Deferred contract costs	2,316			1,346
Prepaid expenses and other current assets	2,447			1,877
Total current assets	34,208			18,952
Property and equipment, net	19,880			5,494
Intangible assets, net	47,040			20,903
Other assets	5,570			2,614
Goodwill	74,604			49,793
Total assets	$	181,302		$	97,756
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	20,956		$	12,857
Accrued expenses and other current liabilities	33,278			13,301
Short-term debt	6,542			7,848
Deferred revenue	8,063			6,588
Total current liabilities	68,839			40,594
Long-term debt	81,350			34,981
Deferred revenue	1,729			234
Other long-term liabilities	14,907			4,908
Total liabilities	166,825			80,717
Commitments and contingencies
Stockholders' equity:
Common stock, par value $.0001 per share, 80,000,000 shares authorized, 22,866,676, and 19,129,765 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively	2			2
Additional paid-in capital	73,581			63,207
Accumulated deficit	(58,243		)	(45,437		)
Accumulated other comprehensive loss	(863		)	(733		)
Total stockholders' equity	14,477			17,039
Total liabilities and stockholders' equity	$	181,302		$	97,756

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Global Telecom & Technology, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except for share and per share data)

	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Revenue:
Telecommunications services sold	$	39,729		$	27,163		$	66,162		$	51,881
Operating expenses:
Cost of telecommunications services provided	26,226			19,042			43,883			36,509
Selling, general and administrative expense	8,653			4,959			14,018			9,687
Restructuring costs, employee termination and other items	7,435			701			7,677			701
Depreciation and amortization	4,350			1,590			6,745			2,728
Total operating expenses	46,664			26,292			72,323			49,625
Operating (loss) income	(6,935		)	871			(6,161		)	2,256
Other expense:
Interest expense, net	(1,873		)	(1,155		)	(3,179		)	(2,005		)
Debt extinguishment loss	—			—			(706		)	—
Other expense, net	(1,647		)	(93		)	(2,739		)	(741		)
Total other expense	(3,520		)	(1,248		)	(6,624		)	(2,746		)
Loss before income taxes	(10,455		)	(377		)	(12,785		)	(490		)
(Benefit from) provision for income taxes	(170		)	124			21			261
Net loss	$	(10,285	)	$	(501	)	$	(12,806	)	$	(751	)
Loss per share:
Basic	$	(0.46	)	$	(0.03	)	$	(0.61	)	$	(0.04	)
Diluted	$	(0.46	)	$	(0.03	)	$	(0.61	)	$	(0.04	)
Weighted average shares:
Basic	22,495,071			18,949,666			20,889,992			18,853,013
Diluted	22,495,071			18,949,666			20,889,992			18,853,013

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Global Telecom & Technology, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

(Amounts in thousands)

	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Net loss	$	(10,285	)	$	(501	)	$	(12,806	)	$	(751	)
Other comprehensive loss:
Change in accumulated foreign currency translation loss	(106		)	—			(130		)	(143		)
Comprehensive loss	$	(10,391	)	$	(501	)	$	(12,936	)	$	(894	)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5

Global Telecom & Technology, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(Amounts in thousands, except for share data)

									Accumulated
	Common Stock			Additional Paid -In		Accumulated			Other Comprehensive
	Shares	Amount		Capital		Deficit			Loss			Total
Balance, December 31, 2012	19,129,765	$	2	$	63,207	$	(45,437	)	$	(733	)	$	17,039
Share-based compensation for options issued	—	—		152		—			—			152
Share-based compensation for restricted stock issued	590,585	—		293		—			—			293
Shares issued in connection with nLayer earnout	50,000	—		123		—			—			123
Stock issued in private offering	2,060,595	—		6,182		—			—			6,182
Stock options exercised	53,375	—		38		—			—			38
Stock issued on debt extinguishment	982,356	—		3,586		—			—			3,586
Net loss	—	—		—		(12,806		)	—			(12,806		)
Change in accumulated foreign currency translation loss	—	—		—		—			(130		)	(130		)
Balance, June 30, 2013	22,866,676	$	2	$	73,581	$	(58,243	)	$	(863	)	$	14,477

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Global Telecom & Technology, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

	Six Months Ended
	June 30, 2013			June 30, 2012
Cash flows from operating activities:
Net loss	$	(12,806	)	$	(751	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	6,745			2,728
Shared-based compensation	445			292
Debt discount amortization	240			139
Change in fair value of warrant liability	2,559			698
Loss on debt extinguishment	706			—
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable, net	(1,241		)	354
Deferred contract costs	(998		)	183
Prepaid expenses and other current assets	5,623			1,101
Other assets	(2,507		)	(1,778		)
Accounts payable	2,870			(3,515		)
Accrued expenses and other current liabilities	(1,698		)	(1,372		)
Deferred revenue and other long-term liabilities	2,475			391
Net cash provided by (used in) operating activities	2,413			(1,530		)
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired	(51,884		)	(12,000		)
Purchase of customer list	(1,502		)	—
Purchases of property and equipment	(998		)	(215		)
Net cash used in investing activities	(54,384		)	(12,215		)
Cash flows from financing activities:
Principal payments on promissory note	(237		)	(236		)
Repayment of line of credit, net	—			(3,100		)
Repayment of term loan	(25,294		)	(1,000		)
Issuance of term loan	65,794			14,500
Issuance of mezzanine debt, net of discount	7,151			5,436
Payment of subordinate notes payable	(42		)	(105		)
Exercise of stock options	38			3
Stock issued in private offering	6,182			—
Net cash provided by financing activities	53,592			15,498
Effect of exchange rate changes on cash	(754		)	(39		)
Net increase in cash and cash equivalents	867			1,714
Cash and cash equivalents at beginning of period	4,726			3,249
Cash and cash equivalents at end of period	$	5,593		$	4,963
Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,613		$	1,595
Supplemental disclosure of noncash investing and financing activities:
Fair value of Tinet assets acquired (Note 3)	$	59,925		$	—
Exchange of subordinated notes for equity	2,880			—
Measurement period adjustment related to PacketExchange acquisition	—			744
Adjustment related to August 2010 sales novations	—			2,885
Shares issued in connection with nLayer earnout	123			—

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7

Global Telecom & Technology, Inc.

Notes to Condensed Consolidated Financial Statements

NOTE 1 — ORGANIZATION AND BUSINESS

Organization and Business

Global Telecom & Technology, Inc. (“GTT” or the “Company”) is a Delaware corporation which was incorporated on January 3, 2005. GTT is a premiere cloud network provider delivering simplicity, speed and agility to enterprise, government and carrier customers in approximately 100 countries worldwide. Powered by our global Ethernet and IP backbone, GTT operates one of the most interconnected global networks. GTT’s solutions include cloud networking, high bandwidth IP transit for content delivery and hosting, and network-to-network carrier interconnects.

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K filed on March 19, 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to prevent the information from being misleading. The condensed consolidated financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position and the results of operations. The operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the full fiscal year 2013 or for any other interim period. The December 31, 2012 condensed consolidated balance sheet has been derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP.

There have been no changes in the Company’s significant accounting policies as of June 30, 2013 as compared to the significant accounting policies disclosed in Note 2, “Significant Accounting Policies” in the 2012 Annual Report on Form 10-K.

Use of Estimates and Assumptions

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. 

Accounting for Derivative Instruments

    The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments imbedded in other financial instruments or contracts. The Company also considers the ASC 815 Subtopic 40, Contracts in Entity’s OwnEquity, which provides criteria for determining whether freestanding contracts that are settled in a company’s own stock, including common stock warrants, should be designated as either an equity instrument, an asset or as a liability.

The Company also considers in ASC 815, the guidance for determining whether an equity-linked financial instrument (or embedded feature) issued by an entity is indexed to the entity’s stock, and therefore, qualifying for the first part of the scope exception in paragraph 15-74 of ASC 718, Compensation—Stock Compensation. During the quarter ended June 30, 2013, the Company issued $1.3 million in additional warrants, which is further disclosed in Note 7. During the six months ended June 30, 2013, the warrant liability was marked to market which resulted in a loss of $2.6 million. The warrant liability was $6.2 million and $2.3 million as of June 30, 2013 and December 31, 2012, respectively, which is included in other long-term liabilities.  

Comprehensive Loss

Comprehensive loss consists of net loss and other comprehensive loss. Other comprehensive loss refers to revenues, expenses, gains and losses that are included in comprehensive loss, but that are excluded from net loss. Specifically, foreign currency translation adjustments are included in comprehensive loss and accumulated other comprehensive loss.

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NOTE 2 — RECENT ACCOUNTING PRONOUNCEMENTS

There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

NOTE 3 — ACQUISITIONS

IDC

On February 1, 2013, the Company entered into a stock purchase agreement, with IDC Global Incorporated (“IDC”), a privately held company in Chicago. IDC owns and operates two data co-location facilities and its own metro optical fiber network in Chicago. The two data facilities fiber connects to 350 East Cermak, which is the largest multi-story data center property in the world. IDC provides cloud networking, co-location, and managed cloud services to nearly 100 clients with a focus on providing multi-location enterprises with a complete portfolio of cloud infrastructure services.

Pursuant to the agreement, the Company acquired 100% of the issued and outstanding shares of capital stock of IDC for an aggregate purchase price of $4.6 million, which amount is subject to adjustment to the extent that IDC’s net working capital as of the closing of the transaction is determined to be greater or less than the estimated net working capital as of such date provided by IDC.

The Company accounted for the acquisition using the acquisition method of accounting with GTT treated as the acquiring entity. Accordingly, consideration paid by the Company to complete the acquisition of IDC has been preliminarily allocated to IDC’s assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition, February 1, 2013. The Company estimated the fair value of IDC’s assets and liabilities based on discussions with IDC’s management, due diligence and information presented in financial statements. As part of the purchase agreement, the Company may elect to treat this acquisition as an asset purchase for tax purposes. If the Company makes such an election, there will be additional purchase price paid to the sellers, which could result in reallocation of the purchase price.  The following table summarizes the purchase price and the assets acquired and liabilities assumed as of the acquisition date at estimated fair value:

	Amounts in thousands
Purchase Price:
Cash consideration paid	$	3,593
Fair value of liabilities assumed	1,338
Total consideration	$	4,931
Purchase Price Allocation:
Acquired Assets
Current assets	$	187
Property and equipment	798
Other assets	82
Intangible assets	3,100
Total fair value of assets acquired	4,167
Goodwill	764
Total consideration	$	4,931

Tinet

On April 30, 2013, the Company acquired from Neutral Tandem, Inc. (doing business as Inteliquent) all of the equity interests (the “Interests”) in NT Network Services, LLC and NT Network Services, LLC SCS (collectively, “Tinet”), which, together with the subsidiaries of such companies, comprise the data transport business of Inteliquent.  The acquisition was pursuant to an equity purchase agreement between the Company and Inteliquent on April 30, 2013.

9

Pursuant to the agreement, the Company paid Inteliquent an aggregate purchase price of $52.5 million for the Interests, in cash, subject to a net working capital adjustment and an adjustment based on the cash and cash equivalents and amount of indebtedness of the Tinet immediately prior to the acquisition. In addition, the Company will provide certain services to Inteliquent without charge for up to three years after the closing.  These services will be provided under a separate service agreement that is valued at $2.0 million.

To fund the Company’s acquisition of Tinet, the Company arranged financing with a new senior lender, Webster Bank, N.A. (“Webster”), on April 30, 2013. The Company entered into a credit agreement with Webster that, among other matters, provides for a term loan in the aggregate principal amount of $65.0 million and a revolving line of credit in the aggregate principal amount of $5.0 million. The financing is described in greater detail in Note 7.

The Company accounted for the acquisition using the acquisition method of accounting with GTT treated as the acquiring entity. Accordingly, consideration paid by the Company to complete the acquisition of the Tinet has been preliminarily allocated to Tinet's assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition, April 30, 2013. The Company estimated the fair value of the acquired companies assets and liabilities based on discussions with management, due diligence and information presented in financial statements.

The recorded amounts for acquired assets and liabilities assumed are provisional and subject to change. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analyses. In accordance with US GAAP, the Company expects to finalize these amounts before April 30, 2014. The following table summarizes the purchase price and the assets acquired and liabilities assumed as of the acquisition date at estimated fair value:

	Amounts in thousands
Purchase Price:
Cash consideration paid	$	49,158
Liabilities assumed
Accounts payable	4,179
Accrued expenses and other current liabilities	20,607
Deferred revenue	2,443
Other long-term liabilities	7,585
Total fair value of liabilities assumed	34,814
Total consideration	$	83,972
Purchase Price Allocation:
Acquired Assets
Accounts receivable	$	11,601
Prepaid expenses	1,137
Other current assets	5,101
Property and equipment	15,004
Other assets	1,282
Intangible assets	25,800
Total fair value of assets acquired	59,925
Goodwill	24,047
Total consideration	$	83,972

Intangible assets acquired include $25.0 million related to customer relationships with a weighted-average useful life of 5 years and $0.8 million related to the trade name. Customer relationships are amortized on a straight-line basis based on the expected period of benefit. The trade name is assessed as an indefinite-lived asset and is not amortized, but rather tested for impairment at least annually by comparing the estimated fair values to their carrying values.

10

Amortization expense of $0.8 million has been recorded for the six months ended June 30, 2013. Estimated amortization expense related to customer relationships created as a result of the Tinet acquisition for each of the years subsequent to June 30, 2013 is as follows (amounts in thousands):

2013 remaining	$	2,500
2014	5,000
2015	5,000
2016	5,000
2017 and thereafter	6,667
Total	$	24,167

Goodwill in the amount of $24.0 million was recorded as a result of the acquisition of Tinet. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

The following schedule presents unaudited consolidated pro forma results of operations as if the Tinet acquisition had occurred on January 1, 2012. This information does not purport to be indicative of the actual results that would have occurred if the Tinet acquisition had actually been completed January 1, 2012, nor is it necessarily indicative of the future operating results or the financial position of the combined company. The unaudited pro forma results of operations do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities.

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Amounts in thousands, except per share data
Revenue	$	46,112		$	44,646		$	91,648		$	86,462
Net loss	$	(10,331	)	$	(1,538	)	$	(10,548	)	$	(2,348	)
Net loss per share:
Basic	$	(0.46	)	$	(0.08	)	$	(0.50	)	$	(0.12	)
Diluted	$	(0.46	)	$	(0.08	)	$	(0.50	)	$	(0.12	)
Basic	22,495,071			18,949,666			20,889,992			18,853,013
Diluted	22,495,071			18,949,666			20,889,992			18,853,013

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NOTE 4 — GOODWILL AND INTANGIBLE ASSETS

The Company recorded goodwill in the amount of $0.8 million during the quarter ended March 31, 2013 in connection with the IDC acquisition and in accordance with ASC Topic 350, Intangibles—Goodwill and Other. Additionally, $3.1 million of the IDC purchase price was allocated to intangible assets related to customer relationships which are subject to straight-line amortization.

 The Company entered into a sales novation agreement during the quarter ended March 31, 2013, which assigned and transferred to the Company certain service level agreements and all rights under those agreements, as well as certain supply agreements and obligations thereunder. The Company valued the customer relationships from the novation and recorded $1.5 million in intangible assets.

During the quarter ended June 30, 2013, the Company recorded goodwill in the amount of $24.0 million in connection with the Tinet acquisition and in accordance with ASC Topic 350, Intangibles—Goodwill and Other. Additionally, $25.0 million of the Tinet purchase price was allocated to intangible assets related to customer relationships and $0.8 million to the trade name.

In accordance with US GAAP, goodwill and intangible assets with indefinite lives are not amortized, but rather tested for impairment at least annually by comparing the estimated fair values to their carrying values. Acquired trade names are assessed as indefinite lived assets because there is no foreseeable limit on the period of time over which they are expected to contribute cash flows.

The changes in the carrying amount of goodwill for the six months ended June 30, 2013 are as follows (amounts in thousands):

Balance, December 31, 2012	$	49,793
Goodwill associated with the IDC acquisition	764
Goodwill associated with the Tinet acquisition	24,047
Balance, June 30, 2013	$	74,604

The following table summarizes the Company’s intangible assets as of June 30, 2013 and December 31, 2012 (amounts in thousands):

		June 30, 2013
	Amortization Period	Gross Asset Cost		Accumulated Amortization		Net Book Value
Customer contracts	3-7 years	$	56,071	$	10,593	$	45,478
Carrier contracts	1 year	151		151		—
Noncompete agreements	3-5 years	4,331		3,751		580
Software	7 years	4,935		4,753		182
Trade name (non-amortizing)	N/A	800		—		800
		$	66,288	$	19,248	$	47,040

		December 31, 2012
	Amortization Period	Gross Asset Cost		Accumulated Amortization		Net Book Value
Customer contracts	4-7 years	$	26,471	$	6,802	$	19,669
Carrier contracts	1 year	151		151		—
Noncompete agreements	4-5 years	4,331		3,593		738
Software	7 years	4,935		4,439		496
		$	35,888	$	14,985	$	20,903

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Amortization expense was $2.6 million and $1.1 million for the three months ended June 30, 2013 and 2012, respectively. Amortization expense was $4.3 million and $1.8 million for the six months ended June 30, 2013 and 2012, respectively.

Estimated amortization expense related to intangible assets subject to amortization at June 30, 2013 in each of the years subsequent to June 30, 2013 is as follows (amounts in thousands):

2013 remaining	$	5,922
2014	11,375
2015	10,031
2016	9,121
2017 and thereafter	9,791
Total	$	46,240

NOTE 5 — FAIR VALUE MEASUREMENTS

The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements, as it relates to financial assets and financial liabilities. ASC 820 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America and expands disclosures about fair value measurements. ASC 820 applies under other previously issued accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described as follows:

• Level 1- Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

• Level 2- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

• Level 3- Inputs that are unobservable for the asset or liability.

The following section describes the valuation methodologies that we used to measure financial instruments at fair value.

The Company considers the valuation of its warrant liability as a Level 3 liability based on unobservable inputs. The Company uses the Black-Scholes pricing model to measure the fair value of the warrant liability. The model required the input of highly subjective assumptions including volatility of 60%, expected term of 3 years, risk-free interest rate of 0% and a dividend yield of 0%.

The following table presents the liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 30, 2013 (amounts in thousands):

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	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability	$	—	$	—	$	6,196	$	6,196

Rollforward of Level 3 liabilities are as follows (amounts in thousands):

Balance, December 31, 2012	$	2,288
Issuance of warrants	1,349
Change in fair value of warrant liability	2,559
Balance, June 30, 2013	$	6,196

The carrying amounts of cash equivalents, investments, receivables, accounts payable, and accrued expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The fair value of notes payable is determined using current applicable rates for similar instruments as of the balance sheet date and approximates the carrying value of such debt.

NOTE 6 — EMPLOYEE SHARE-BASED COMPENSATION BENEFITS

The Company adopted its 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”) in October 2006. In addition to stock options, the Company may also grant restricted stock or other stock-based awards under the 2006 Plan. The maximum number of shares issuable over the term of the 2006 Plan is limited to 3,500,000 shares.

The Company adopted its 2011 Employee, Director and Consultant Stock Plan (the “2011 Plan”) in June 2011.  In addition to stock options, the Company may also grant restricted stock or other stock-based awards under the 2011 Plan. The maximum number of shares issuable over the term of the 2011 Plan is limited to 3,000,000 shares.  The 2006 Plan will continue according to its terms.

The Plan permits the granting of stock options and restricted stock to employees (including employee directors and officers) and consultants of the Company, and non-employee directors of the Company. Options granted under the Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than ten years from the grant date. The options generally vest over four years with 25% of the option shares becoming exercisable one year from the date of grant and the remaining 75% annually or quarterly over the following three years. The Compensation committee of the Board of Directors, as administrator of the Plan, has the discretion to use a different vesting schedule.

Stock Options

The Company recognized compensation expense for stock options of approximately $90,000 and $52,000 for the three months ended June 30, 2013 and 2012, respectively, and approximately $152,000 and $103,000 for the six months ended June 30, 2013 and 2012, respectively, related to stock options issued to employees and consultants, which is included in selling, general and administrative expense on the accompanying condensed consolidated statements of operations. The Company granted to employees 306,000 and 83,000 stock options with a total fair value of $571,000 and $110,000 during the three months ended June 30, 2013 and 2012, respectively. For the six months ended June 30, 2013 and 2012, the Company granted to employees 345,000 and 456,000 stock options with a total fair value of $650,000 and $500,000, respectively.

Restricted Stock

During the three and six months ended June 30, 2013, the Company granted to certain employees and members of its Board of Directors restricted stock. This includes shares issued to non-employee members of the Company’s Board of Directors who elected to be paid a portion of their annual fees in restricted stock. Total noncash compensation expense is recorded in selling, general and administrative expenses.

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Amounts in thousands	Employees		Non-Employee Members of Board  of Directors		Total
Three months ended June 30, 2013
Restricted stock shares granted	449		114		563
Fair value of shares granted	$	1,482	$	436	$	1,918
Restricted stock compensation expense	$	145	$	57	$	202

Amounts in thousands	Employees		Non-Employee Members of Board of Directors		Total
Six months ended June 30, 2013
Restricted stock shares granted	496		124		620
Fair value of shares granted	$	1,645	$	473	$	2,118
Restricted stock compensation expense	$	198	$	95	$	293

NOTE 7 — DEBT

The following summarizes the debt activity of the Company during the six months ended June 30, 2013 (amounts in thousands):

	Total Debt			Webster Term Loan		Mezzanine Debt		SVB Term Loan			Line of Credit			Subordinated Notes			Promissory Note
Debt obligation as of December 31, 2012	$	42,829		$	—	$	15,481	$	24,500		$	—		$	2,611		$	237
Issuance, net of discount	75,945			65,000		7,151		794			3,000			—			—
Debt discount amortization	240			—		217		—			—			23			—
Payments	(28,573		)	—		—		(25,294		)	(3,000		)	(42		)	(237		)
Extinguishment of debt	(2,549		)	—		—		—			—			(2,549		)	—
Debt obligation as of June 30, 2013	$	87,892		$	65,000	$	22,849	$	—		$	—		$	43		$	—

 Estimated annual commitments for debt maturities net of unamortized discounts are as follows at June 30, 2013 (amounts in thousands): 

	Total Debt
2013 remaining	$	3,293
2014	6,500
2015	6,500
2016	71,599
	$	87,892

Senior Debt

On April 30, 2013, to fund the Company’s acquisition of Tinet, the Company arranged financing with a new senior lender, Webster Bank, N.A. (“Webster”). The Company entered into an agreement (the "Credit Agreement") with Webster that provides for

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a term loan in the aggregate principal amount of $65.0 million and a revolving line of credit in the aggregate principal amount of $5.0 million.  The obligations of the Company under the Credit Agreement are secured by substantially all of the Company’s tangible and intangible assets. As of June 30, 2013, the Company is in compliance with the reporting and financial covenants stated in the Credit Agreement.

The Term Loan matures on March 31, 2016, unless, on or before December 31, 2015, the maturity date of the mezzanine facility has been extended to (or beyond) September 30, 2018, or repaid in full or refinanced with the written consent of the lenders holding more than 50% of the outstanding obligations  (the “Required Lenders") and replaced with subordinated indebtedness having a maturity date acceptable to the Required Lenders, in which case the maturity date will automatically extend to April 30, 2018.

The Company will repay the Webster term loan in twenty (20) quarterly principal installments with each payment of principal being accompanied by a payment of accrued interest, beginning in September 2013. The interest rate applicable to the Credit Agreement is the higher of LIBOR or 1% plus a margin of 5.5%. As of June 30, 2013, the interest rate was 6.5%.

On April 30, 2013, the Company prepaid in full all indebtedness outstanding under its existing credit facilities with Silicon Valley Bank and terminated the collateral agreements related thereto, including under the syndicated Credit Agreement dated as of May 23, 2012, as amended, by and among the Company and certain of its United States subsidiaries, which consisted of approximately $26.0 million in principal and accrued and unpaid interest, and under the Amended and Restated Loan and Security Agreement dated as of June 29, 2011, as amended, by and among certain of the Company’s foreign subsidiaries, which consisted of approximately $1.5 million in principal and accrued and unpaid interest.  

Mezzanine Debt

On June 6, 2011, the Company entered into a note purchase agreement (the “Purchase Agreement”) with the BIA Digital Partners SBIC II LP (“BIA”).  The Purchase Agreement provided for a total commitment of $12.5 million, of which $7.5 million was immediately funded (the “BIA Notes”).  The BIA Notes were issued at a discount to face value of $0.4 million and the discount is being amortized, into interest expense, over the life of the notes. The remaining $5.0 million of the committed financing was available to be called by the Company on or before August 11, 2011, subject to extension to December 31, 2011 at the sole option of BIA.  On September 19, 2011, BIA agreed to extend the commitment period and funded the Company an additional $1.0 million. The additional funding was issued at a discount to face value of $45,000, due to the warrants issued, and the discount is being amortized, into interest expense, over the life of the notes.

On April 30, 2012, in connection with the nLayer acquisition, the Company entered into an amended and restated note purchase agreement (the "Amended Note Purchase Agreement") with BIA and Plexus Fund II, L.P. (“Plexus”) . The Amended Note Purchase Agreement provided for an increase in the total financing commitment by $8.0 million, of which $6.0 million was immediately funded (the "Plexus Notes"). The Company called on the remaining $2.0 million on December 31, 2012. The funding by Plexus was issued at a total discount to face value of $0.8 million, due to the warrants issued, and the discount is being amortized into interest expense over the life of the notes.

On April 30, 2013, the Company arranged financing through an increase in the Company’s existing mezzanine financing arrangement, in the form of a modification to its existing note purchase agreement (the “Second Amended Note Purchase Agreement”) with BIA and Plexus that expands the amount of borrowing under the Amended Note Purchase Agreement on April 30, 2012 and adds BNY Mellon-Alcentra Mezzanine III, L.P. (“BNY”) as a new note purchaser and lender thereunder (together with BIA and Plexus, the “Note Holders”). The Second Amended Note Purchase Agreement provides for a total financing commitment of $11.5 million, of which $8.5 million was immediately funded (the “BIA Notes” and together with the "Plexus Notes", the “Notes”). The remaining $3.0 million of the committed financing may be called by the Company, subject to certain conditions, on or before December 31, 2013. The additional funding was issued at a discount to face value of $1.3 million, due to the warrants issued, and the discount is being amortized, into interest expense, over the life of the Notes.

The Notes mature on June 6, 2016. The obligations evidenced by the Notes shall bear interest at a rate of 13.5% per annum, of which (i) at least 11.5% per annum shall be payable, in cash, monthly (“Cash Interest Portion”) and (ii) 2.0% per annum shall be, at the Company’s option, paid in cash or paid-in-kind. If the Company achieves certain performance criteria, the obligations evidenced by the Notes shall bear interest at a rate of 12.0% per annum, with a Cash Interest Portion of at least 11.0% per annum.

The obligations of the Company under the Second Amended Note Purchase Agreement are secured by a second lien on substantially all of Company’s tangible and intangible assets. Pursuant to a pledge agreement, dated June 6, 2011, by and between BIA and the Company, the obligations of the Company are also secured by a pledge in all of the equity interests of the Company in

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its respective United States subsidiaries and a pledge of 65% of the voting equity interests and all of the non-voting equity interests of the Company in its respective non-United States subsidiaries.

Concurrent with entering into the Second Amended Note Purchase Agreement, Webster and the Note Holders entered into an intercreditor and subordination agreement which governs, among other things, ranking and collateral access for the respective lenders.

Warrants

On June 6, 2011, pursuant to the Purchase Agreement, the Company issued to BIA a warrant to purchase from the Company 634,648 shares of the Company’s common stock, at an exercise price equal to $1.144 per share (as adjusted from time to time as provided in the Purchase Agreement). Upon the additional $1.0 million funding, the Company issued to BIA an additional warrant to purchase from the Company 63,225 shares of the Company’s common stock, at an exercise price equal to $1.181 per share.

On April 30, 2012, pursuant to the Amended Note Purchase Agreement, the Company issued to Plexus a warrant to purchase from the Company 535,135 shares of the Company’s common stock at an exercise price equal to $2.208 per share (as adjusted from time to time as provided in the warrant). On December 31, 2012, the Company issued to Plexus an additional warrant to purchase from the Company 178,378 shares of the Company’s common stock, at an exercise price equal to $2.542 per share (as adjusted from time to time as provided in the warrant). Upon a change of control (as defined in the Amended Note Purchase Agreement), the repayment of the Notes prior to the maturity date of the Notes, the occurrence of an event of default under the Notes or the maturity date of the Notes, the holder of the warrant shall have the option to require the Company to repurchase from the holder the warrant and any shares received upon exercise of the warrant and then held by the holder, which repurchase would be at a price equal to the greater of the closing price of the Company’s common stock on such date or a price determined by reference to the Company’s adjusted enterprise value on such date, in each case, with respect to any warrant, less the exercise price per share.

On April 30, 2013, pursuant to the Second Amended Note Purchase Agreement, the Company issued to Plexus a warrant to purchase from the Company 246,911 shares of the Company’s common stock, to BIA a warrant to purchase 356,649 shares of the Company’s common stock, and to BNY a warrant to purchase from the Company 329,214 shares of the Company’s common stock, each at an exercise price equal to $3.306 per share.

The Company evaluated the down round ratchet feature embedded in the warrants and after considering ASC 480, Distinguishing Liabilities from Equity, which establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity, and ASC 815,  Derivatives and Hedging, the Company concluded the warrants should be treated as a derivative and recorded a liability for the original fair value amount of $2.6 million on the respective dates of issuance.  During the six months ended June 30, 2013, the warrant liability was marked to market which resulted in a loss of $2.6 million.  The balance of the warrant liability was $6.2 million as of June 30, 2013, which is included in other long-term liabilities.

Subordinated Notes

On February 8, 2010, the Company completed a financing transaction in which it sold debt and common stock (“February 2010 Units”), resulting in $2.4 million of proceeds to the Company.  The February 2010 Units consisted of $1.5 million in aggregated principal amount of the Company’s subordinated promissory notes due February 8, 2012, and $0.9 million of the Company’s common stock. The subordinated promissory notes were issued at a discount to face value of $0.2 million and the discount is being amortized into interest expense over the life of the Notes. Interest on the subordinated promissory notes accrues at 10% per annum. In May 2011, $1.4 million of the February 2010 Units subordinated notes were amended to mature in four equal installments on March 31, June 30, September 30 and December 31, 2013. The remaining $0.1 million of the February 2010 Units subordinated notes were paid off in February 2012.

On December 31, 2010, the Company completed a financing transaction in which it sold debt and common stock (“December 2010 Units”), resulting in $2.2 million of proceeds to the Company.  The December 2010 Units consisted of $1.1 million in aggregate principal amount of the Company’s subordinated promissory notes due December 31, 2013 and $1.1 million of the Company’s common stock. On February 16, 2011, the Company and the holders of the December 2010 Units amended the offering solely to increase the aggregate principal amount available for issuance, resulting in an additional $0.4 million of proceeds to the Company, consisting of $0.2 million in the aggregate principal amount of the Company’s subordinated promissory notes due December 31, 2013, and $0.2 million of the Company’s common stock.  The subordinated promissory notes were issued at a discount to face value of $0.3 million and the discount is being amortized into interest expense over the life of the Notes. Interest on the subordinated promissory notes accrues at 10% per annum. All accrued interest as of December 31, 2012 was paid.

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On March 28, 2013, the Company issued 2,259,617 shares of its common stock in a transaction exempt from registration under the Securities Act of 1933, as amended. The purchase price of the common stock in this private offering was $3.00 per share, representing a 15% discount to the average closing price of the common stock for the 30-day period preceding the closing of the offering. On April 30, 2013, the Company issued 783,334 shares of its common stock for a purchase price of $3.00 per share, representing the average closing price of the stock for that day.

Among the purchasers of the common stock in the private offering on March 28, 2013, were certain of the holders of subordinated promissory notes due 2013, who agreed to accept payment for the principal amount of their notes and the accrued but unpaid interest thereon in the form of common stock. Out of the $2.7 million aggregate principal amount of the Company’s subordinate promissory notes due 2013 outstanding before this private offering, the holders of $2.6 million in aggregate principal amount of the notes accepted common stock in the private offering in full satisfaction of their notes. The Company issued an aggregate of 982,356 shares of common stock to these investors, in payment of the principal amount of their notes and accrued but unpaid interest in the aggregate amount of $0.3 million. The remainder of the common stock issued in the private offering was paid for in cash.

As a result of the 15% discount to the average closing price of the common stock, GTT recorded a loss in the amount of $0.7 million on the 982,356 shares that were issued to extinguish the subordinate promissory notes. In accordance with FASB ASC Section 470-50-40, Derecognition – General, these losses were included in debt extinguishment loss in the condensed consolidated statements of operations for the six months ended June 30, 2013.

The shares of common stock sold in the private offering are restricted securities under the Securities Act of 1933. The Company entered into a Registration Rights Agreement with the purchasers of common stock in the private offering, pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement related to the resale of such common stock by the investors.

The previous balance of the subordinate promissory notes of $2.7 million included $2.3 million due to a related party, Universal Telecommunications, Inc. H. Brian Thompson, the Company’s Executive Chairman of the Board of Directors, is also the head of Universal Telecommunications, Inc., his own private equity investment and advisory firm. Also, included in the previous balance was $0.2 million of the subordinated promissory notes held by officers and directors of the Company.

The remaining total subordinate promissory notes of $43,000 are included in short-term debt as of June 30, 2013. Accrued but unpaid interest was $3,000 as of June 30, 2013.

Promissory Note

As part of the June 2011 acquisition of PacketExchange, the Company assumed a promissory note of approximately $0.7 million. During the quarter ended March 31, 2013, the remaining balance of $0.2 million was paid.

NOTE 8 — INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Valuation allowances are recorded against deferred tax assets when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. The scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies are evaluated in determining whether it is more likely than not that deferred tax assets will be realized.

The Company and certain of its subsidiaries file income tax returns in the U.S. Federal jurisdiction, various states and foreign jurisdictions. The Company’s foreign jurisdictions are primarily the United Kingdom and Germany.

A valuation allowance has been recorded against the Company’s deferred tax assets to the extent those assets are not offset by deferred tax liabilities which have a structural certainty of reversal or those assets that cannot be realized against prior period taxable income.

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NOTE 9 — RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS

During the six months ended June 30, 2013, the Company incurred costs associated with executing and closing the IDC and Tinet acquisition, including payroll and employee severance costs, professional fees, termination costs associated with network grooming, and travel expenses. During the six months ended June 30, 2013, the Company incurred $7.7 million in costs associated with executing and closing the IDC and Tinet acquisition.

The restructuring charges and accruals established by the Company, and activities related thereto, are summarized as follows for the six months ended June 30, 2013 (amounts in thousands):

	Charges Net of Reversals		Cash Payments		Total
Balance, December 31, 2012	$	—	$	—	$	—
Employment costs	4,600		3,370		1,230
Professional fees	1,565		1,157		408
Integration expenses	1,282		345		937
Travel and other expenses	230		193		37
Balance, June 30, 2013	$	7,677	$	5,065	$	2,612

NOTE 10 — LOSS PER SHARE

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect, in periods with earnings and in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options and warrants.

The table below details the calculations of earnings per share (in thousands, except for share amounts):  

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Numerator for basic and diluted EPS – loss available to common stockholders	$	(10,285	)	$	(501	)	$	(12,806	)	$	(751	)
Denominator for basic EPS – weighted average shares	22,495,071			18,949,666			20,889,992			18,853,013
Effect of dilutive securities	—			—			—			—
Denominator for diluted EPS – weighted average shares	22,495,071			18,949,666			20,889,992			18,853,013
Loss per share: basic	$	(0.46	)	$	(0.03	)	$	(0.61	)	$	(0.04	)
Loss per share: diluted	$	(0.46	)	$	(0.03	)	$	(0.61	)	$	(0.04	)

The table below details the anti-dilutive items that were excluded in the computation of earnings per share (amounts in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2013	2012	2013	2012
BIA warrant	1,055	698	1,055	698
Plexus warrant	960	535	960	535
Alcentra warrant	329	—	329	—
Stock options	1,613	1,419	1,613	1,419
Totals	3,957	2,652	3,957	2,652

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NOTE 11 — CONTINGENCIES-LEGAL PROCCEDINGS

The Company filed a civil complaint against Artel, LLC on June 15, 2012 in the Fairfax County Virginia Circuit Court, docket number CL2012-04735, alleging breach of contract with respect to telecommunication services provided by the Company.  In response to the Company's complaint, Artel filed a counterclaim against the Company based on allegations of breach of contract, fraud in the inducement and intentional interference with a business relationship.  Based upon recent rulings in this case and upon the increased current assets of the Company resulting from the Tinet acquisition, the ultimate disposition of this case will not be material to the Company.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS

The following discussion and analysis of our financial condition andresults of operations should be read in conjunction with our financialstatements and related notes that appear elsewhere in this report and in ourannual report on Form 10-K, as amended, for the year ended December 31, 2012. In addition tohistorical consolidated financial information, the following discussioncontains forward-looking statements that reflect plans, estimates and beliefsof management of the Company. When used in this document, the words“anticipate”, “believe”, “plan”, “estimate” and “expect” and similarexpressions, as they relate to the Company or its management, are intended toidentify forward-looking statements. Such statements reflect the current viewsof management with respect to future events and are subject to certain risks,uncertainties and assumptions. Our actual results could differ materially fromthose discussed in the forward-looking statements. For a more detaileddescription of these risks and factors, please see the Company’s 2012 AnnualReport on Form 10-K filed with the Securities and Exchange Commission and Part II Item 1A of this quarterly report on Form 10-Q.

Overview

Global Telecom & Technology, Inc. (“GTT” or the “Company”) is a Delaware corporation which was incorporated on January 3, 2005. GTT is a premiere cloud network provider delivering simplicity, speed and agility to enterprise, government and carrier customers in approximately 100 countries worldwide. Powered by our global Ethernet and IP backbone, GTT operates one of the most interconnected global networks. GTT’s solutions include cloud networking, high bandwidth IP transit for content delivery and hosting, and network-to-network carrier interconnects.

As of June 30, 2013, our customer base was comprised of over 1,000 businesses. Our five largest customers accounted for approximately 22% of consolidated revenues for the six months ended June 30, 2013.

Costs and Expenses

The Company’s cost of revenue consists of the costs for its core network consisting of a global Layer 2 Switched Ethernet mesh network as well as IP Transit/Internet Access through approximately 130 PoPs and for off-net procurement of services associated with customer services across North America, EMEA and Asia. The key off-net terms and conditions appearing in both supplier and customer agreements are substantially the same, with margin applied to the suppliers’ costs, and generally on back-to-back term lengths. There are no wages or overheads included in these costs. From time to time, the Company has agreed to certain special commitments with vendors in order to obtain better rates, terms and conditions for the procurement of services from those vendors. These commitments include volume purchase commitments and purchases on a longer-term basis than the term for which the applicable customer has committed.

Our supplier contracts do not have any market related net settlement provisions. The Company has not entered into, and has no plans to enter into, any supplier contracts which involve financial or derivative instruments. The supplier contracts are entered into solely for the direct purchase of telecommunications capacity, which is resold by the Company in its normal course of business.

Other than cost of revenue, the Company’s most significant operating expenses are employment costs. As of June 30, 2013, the Company had 177 employees and employment costs comprised approximately 10% of total operating expenses.

Locations of Offices and Origins of Revenue

We are headquartered just outside of Washington, DC, in McLean, Virginia, and have offices in London, Chicago, Denver, Frankfurt, Milan and Cagliari, Italy. For the six months ended June 30, 2013, approximately 66% of our consolidated revenue was earned from operations based in the United States. Approximately 16% of our revenue was generated from operations based in Italy, 15% based in the United Kingdom, and 3% from operations in other countries.

Critical Accounting Policies and Estimates

There have been no changes in the Company’s critical accounting policies and estimates as of June 30, 2013, as compared to the critical accounting policies and estimates disclosed in Note 2, “Significant Accounting Policies” in the 2012 Annual Report on Form 10-K.

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Results of Operations of the Company

Three months ended June 30, 2013 compared to three months ended June 30, 2012

Overview. The financial information presented in the tables below is comprised of the unaudited condensed consolidated financial information of the Company for the three months ended June 30, 2013 and 2012 (amounts in thousands):

	Three Months Ended June 30,
	2013			2012
Revenue	$	39,729		$	27,163
Cost of revenue	26,226			19,042
Gross margin	13,503			8,121
	34.0		%	29.9		%
Operating expenses, depreciation and amortization	20,438			7,250
Operating income (loss)	$	(6,935	)	$	871
Net loss	$	(10,285	)	$	(501	)

Revenue. Revenue for the three months ended June 30, 2013 was $39.7 million. Revenue for the three months ended June 30, 2012 was $27.2 million. The increase in revenue is primarily due to the acquisition of nLayer on April 30, 2012 and Tinet on April 30, 2013, as well as increased sales to new and existing customers offset by disconnected services.

Cost of Revenue and Gross Margin. Cost of revenue and gross margin for the three months ended June 30, 2013 were $26.2 million and $13.5 million, respectively. For the three months ended June 30, 2012, cost of revenue and gross margin were $19.0 million and $8.1 million, respectively. The increase is primarily due to the nLayer and Tinet acquisitions, as well as increased sales to new and existing customers offset by disconnected services. The gross margin percentage improvement is due to the higher margins of nLayer and Tinet as well as an increase in network-based sales.

Operating Expenses. Operating expenses, exclusive of cost of revenue, were $20.4 million and $7.3 million for the three months ended June 30, 2013 and 2012, respectively. The increase was due primarily to the depreciation and amortization of the network and intangible assets obtained in the nLayer and Tinet acquisitions.  These changes are illustrated in the table below (amounts in thousands):

	Three Months Ended June 30,
	2013		2012
Selling, general and administrative expenses (excluding noncash compensation)	$	8,361	$	4,811
Noncash compensation	292		148
Restructuring costs, employee termination and other items	7,435		701
Amortization of intangible assets	2,612		1,052
Depreciation	1,738		538
Totals	$	20,438	$	7,250

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Six months endedJune 30, 2013 compared to six months ended June 30, 2012

Overview. The financial information presented in the tables below is comprised of the unaudited condensed consolidated financial information of the Company for the six months ended June 30, 2013 and 2012 (amounts in thousands):

	Six months ended June 30,
	2013			2012
Revenue	$	66,162		$	51,881
Cost of revenue	43,883			36,509
Gross margin	22,279			15,372
	33.7		%	29.6		%
Operating expenses, depreciation and amortization	28,440			13,116
Operating income (loss)	$	(6,161	)	$	2,256
Net loss	$	(12,806	)	$	(751	)

Revenue. Revenue for the six months ended June 30, 2013 was $66.2 million. Revenue for the six months ended June 30, 2012 was $51.9 million. The increase in revenue is primarily due to the acquisitions of nLayer on April 30, 2012 and Tinet on April 30, 2013, as well as increased sales to new and existing customers offset by disconnected services.

Cost of Revenue and Gross Margin. Cost of revenue and gross margin for the six months ended June 30, 2013 were $43.9 million and $22.3 million, respectively. For the six months ended June 30, 2012, cost of revenue and gross margin were $36.5 million and $15.4 million, respectively. The increase is primarily due to the nLayer and Tinet acquisitions, as well as increased sales to new and existing customers offset by disconnected services. The gross margin percentage improvement is due to the higher margins of nLayer and Tinet as well as an increase in network-based sales.

Operating Expenses. Operating expenses, exclusive of cost of revenue, were $28.4 million and $13.1 million for the six months ended June 30, 2013 and 2012, respectively. The increase was due primarily to the depreciation and amortization of the network and intangible assets obtained in the nLayer and Tinet acquisitions.  These changes are illustrated in the table below (amounts in thousands):

	Six Months Ended June 30,
	2013		2012
Selling, general and administrative expenses (excluding noncash compensation)	$	13,572	$	9,395
Noncash compensation	446		292
Restructuring costs, employee termination and other items	7,677		701
Amortization of intangible assets	4,264		1,774
Depreciation	2,481		954
Totals	$	28,440	$	13,116

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Liquidity and Capital Resources

The following summarizes the debt activity of the Company during the six months ended June 30, 2013 (amounts in thousands):

	Total Debt			Webster Term Loan		Mezzanine Debt		SVB Term Loan			Line of Credit			Subordinated Notes			Promissory Note
Debt obligation as of December 31, 2012	$	42,829		$	—	$	15,481	$	24,500		$	—		$	2,611		$	237
Issuance, net of discount	75,945			65,000		7,151		794			3,000			—			—
Debt discount amortization	240			—		217		—			—			23			—
Payments	(28,573		)	—		—		(25,294		)	(3,000		)	(42		)	(237		)
Extinguishment of debt	(2,549		)	—		—		—			—			(2,549		)	—
Debt obligation as of June 30, 2013	$	87,892		$	65,000	$	22,849	$	—		$	—		$	43		$	—

Senior Debt

On April 30, 2013, to fund the Company’s acquisition of Tinet, the Company arranged financing with a new senior lender, Webster Bank, N.A. (“Webster”). The Company entered into an agreement (the "Credit Agreement") with Webster that provides for a term loan in the aggregate principal amount of $65.0 million and a revolving line of credit in the aggregate principal amount of $5.0 million.  The obligations of the Company under the Credit Agreement are secured by substantially all of the Company’s tangible and intangible assets. As of June 30, 2013, the Company is in compliance with the reporting and financial covenants stated in the Credit Agreement.

The Term Loan matures on March 31, 2016, unless, on or before December 31, 2015, the maturity date of the mezzanine facility has been extended to (or beyond) September 30, 2018, or repaid in full or refinanced with the written consent of the lenders holding more than 50% of the outstanding obligations  (the “Required Lenders") and replaced with subordinated indebtedness having a maturity date acceptable to the Required Lenders, in which case the maturity date will automatically extend to April 30, 2018.

The Company will repay the Webster term loan in twenty (20) quarterly principal installments with each payment of principal being accompanied by a payment of accrued interest, beginning in September 2013. The interest rate applicable to the Credit Agreement is the higher of LIBOR or 1% plus a margin of 5.5%. As of June 30, 2013, the interest rate was 6.5%.

On April 30, 2013, the Company prepaid in full all indebtedness outstanding under its existing credit facilities with Silicon Valley Bank and terminated the collateral agreements related thereto, including under the syndicated Credit Agreement dated as of May 23, 2012, as amended, by and among the Company and certain of its United States subsidiaries, which consisted of approximately $26.0 million in principal and accrued and unpaid interest, and under the Amended and Restated Loan and Security Agreement dated as of June 29, 2011, as amended, by and among certain of the Company’s foreign subsidiaries, which consisted of approximately $1.5 million in principal and accrued and unpaid interest.  

Mezzanine Debt

On June 6, 2011, the Company entered into a note purchase agreement (the “Purchase Agreement”) with the BIA Digital Partners SBIC II LP (“BIA”).  The Purchase Agreement provided for a total commitment of $12.5 million, of which $7.5 million was immediately funded (the “BIA Notes”).  The BIA Notes were issued at a discount to face value of $0.4 million and the discount is being amortized, into interest expense, over the life of the notes. The remaining $5.0 million of the committed financing was available to be called by the Company on or before August 11, 2011, subject to extension to December 31, 2011 at the sole option of BIA.  On September 19, 2011, BIA agreed to extend the commitment period and funded the Company an additional $1.0 million. The additional funding was issued at a discount to face value of $45,000, due to the warrants issued, and the discount is being amortized, into interest expense, over the life of the notes.

On April 30, 2012, in connection with the nLayer acquisition, the Company entered into an amended and restated note purchase agreement (the "Amended Note Purchase Agreement") with BIA and Plexus Fund II, L.P. (“Plexus”) . The Amended Note Purchase Agreement provided for an increase in the total financing commitment by $8.0 million, of which $6.0 million was immediately

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funded (the "Plexus Notes"). The Company called on the remaining $2.0 million on December 31, 2012. The funding by Plexus was issued at a total discount to face value of $0.8 million, due to the warrants issued, and the discount is being amortized into interest expense over the life of the notes.

On April 30, 2013, the Company arranged financing through an increase in the Company’s existing mezzanine financing arrangement, in the form of a modification to its existing note purchase agreement (the “Second Amended Note Purchase Agreement”) with BIA and Plexus that expands the amount of borrowing under the Amended Note Purchase Agreement on April 30, 2012 and adds BNY Mellon-Alcentra Mezzanine III, L.P. (“BNY”) as a new note purchaser and lender thereunder (together with BIA and Plexus, the “Note Holders”). The Second Amended Note Purchase Agreement provides for a total financing commitment of $11.5 million, of which $8.5 million was immediately funded (the “BIA Notes” and together with the "Plexus Notes", the “Notes”). The remaining $3.0 million of the committed financing may be called by the Company, subject to certain conditions, on or before December 31, 2013. The additional funding was issued at a discount to face value of $1.3 million, due to the warrants issued, and the discount is being amortized, into interest expense, over the life of the Notes.

The Notes mature on June 6, 2016. The obligations evidenced by the Notes shall bear interest at a rate of 13.5% per annum, of which (i) at least 11.5% per annum shall be payable, in cash, monthly (“Cash Interest Portion”) and (ii) 2.0% per annum shall be, at the Company’s option, paid in cash or paid-in-kind. If the Company achieves certain performance criteria, the obligations evidenced by the Notes shall bear interest at a rate of 12.0% per annum, with a Cash Interest Portion of at least 11.0% per annum.

The obligations of the Company under the Second Amended Note Purchase Agreement are secured by a second lien on substantially all of Company’s tangible and intangible assets. Pursuant to a pledge agreement, dated June 6, 2011, by and between BIA and the Company, the obligations of the Company are also secured by a pledge in all of the equity interests of the Company in its respective United States subsidiaries and a pledge of 65% of the voting equity interests and all of the non-voting equity interests of the Company in its respective non-United States subsidiaries.

Concurrent with entering into the Second Amended Note Purchase Agreement, Webster and the Note Holders entered into an intercreditor and subordination agreement which governs, among other things, ranking and collateral access for the respective lenders.

Warrants

On June 6, 2011, pursuant to the Purchase Agreement, the Company issued to BIA a warrant to purchase from the Company 634,648 shares of the Company’s common stock, at an exercise price equal to $1.144 per share (as adjusted from time to time as provided in the Purchase Agreement). Upon the additional $1.0 million funding, the Company issued to BIA an additional warrant to purchase from the Company 63,225 shares of the Company’s common stock, at an exercise price equal to $1.181 per share.

On April 30, 2012, pursuant to the Amended Note Purchase Agreement, the Company issued to Plexus a warrant to purchase from the Company 535,135 shares of the Company’s common stock at an exercise price equal to $2.208 per share (as adjusted from time to time as provided in the warrant). On December 31, 2012, the Company issued to Plexus an additional warrant to purchase from the Company 178,378 shares of the Company’s common stock, at an exercise price equal to $2.542 per share (as adjusted from time to time as provided in the warrant). Upon a change of control (as defined in the Amended Note Purchase Agreement), the repayment of the Notes prior to the maturity date of the Notes, the occurrence of an event of default under the Notes or the maturity date of the Notes, the holder of the warrant shall have the option to require the Company to repurchase from the holder the warrant and any shares received upon exercise of the warrant and then held by the holder, which repurchase would be at a price equal to the greater of the closing price of the Company’s common stock on such date or a price determined by reference to the Company’s adjusted enterprise value on such date, in each case, with respect to any warrant, less the exercise price per share.

On April 30, 2013, pursuant to the Second Amended Note Purchase Agreement, the Company issued to Plexus a warrant to purchase from the Company 246,911 shares of the Company’s common stock, to BIA a warrant to purchase 356,649 shares of the Company’s common stock, and to BNY a warrant to purchase from the Company 329,214 shares of the Company’s common stock, each at an exercise price equal to $3.306 per share.

The Company evaluated the down round ratchet feature embedded in the warrants and after considering ASC 480, Distinguishing Liabilities from Equity, which establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity, and ASC 815,  Derivatives and Hedging, the Company concluded the warrants should be treated as a derivative and recorded a liability for the original fair value amount of $2.6 million on the respective dates of issuance.  During the six months ended June 30, 2013, the warrant liability was marked to market which resulted in a loss of $2.6 million.  The balance of the warrant liability was $6.2 million as of June 30, 2013, which is included in other long-term liabilities.

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Subordinated Notes

On February 8, 2010, the Company completed a financing transaction in which it sold debt and common stock (“February 2010 Units”), resulting in $2.4 million of proceeds to the Company.  The February 2010 Units consisted of $1.5 million in aggregated principal amount of the Company’s subordinated promissory notes due February 8, 2012, and $0.9 million of the Company’s common stock. The subordinated promissory notes were issued at a discount to face value of $0.2 million and the discount is being amortized into interest expense over the life of the Notes. Interest on the subordinated promissory notes accrues at 10% per annum. In May 2011, $1.4 million of the February 2010 Units subordinated notes were amended to mature in four equal installments on March 31, June 30, September 30 and December 31, 2013. The remaining $0.1 million of the February 2010 Units subordinated notes were paid off in February 2012.

On December 31, 2010, the Company completed a financing transaction in which it sold debt and common stock (“December 2010 Units”), resulting in $2.2 million of proceeds to the Company.  The December 2010 Units consisted of $1.1 million in aggregate principal amount of the Company’s subordinated promissory notes due December 31, 2013 and $1.1 million of the Company’s common stock. On February 16, 2011, the Company and the holders of the December 2010 Units amended the offering solely to increase the aggregate principal amount available for issuance, resulting in an additional $0.4 million of proceeds to the Company, consisting of $0.2 million in the aggregate principal amount of the Company’s subordinated promissory notes due December 31, 2013, and $0.2 million of the Company’s common stock.  The subordinated promissory notes were issued at a discount to face value of $0.3 million and the discount is being amortized into interest expense over the life of the Notes. Interest on the subordinated promissory notes accrues at 10% per annum. All accrued interest as of December 31, 2012 was paid.

On March 28, 2013, the Company issued 2,259,617 shares of its common stock in a transaction exempt from registration under the Securities Act of 1933, as amended. The purchase price of the common stock in this private offering was $3.00 per share, representing a 15% discount to the average closing price of the common stock for the 30-day period preceding the closing of the offering. On April 30, 2013, the Company issued 783,334 shares of its common stock for a purchase price of $3.00 per share, representing the average closing price of the stock for that day.

Among the purchasers of the common stock in the private offering on March 28, 2013, were certain of the holders of subordinated promissory notes due 2013, who agreed to accept payment for the principal amount of their notes and the accrued but unpaid interest thereon in the form of common stock. Out of the $2.7 million aggregate principal amount of the Company’s subordinate promissory notes due 2013 outstanding before this private offering, the holders of $2.6 million in aggregate principal amount of the notes accepted common stock in the private offering in full satisfaction of their notes. The Company issued an aggregate of 982,356 shares of common stock to these investors, in payment of the principal amount of their notes and accrued but unpaid interest in the aggregate amount of $0.3 million. The remainder of the common stock issued in the private offering was paid for in cash.

As a result of the 15% discount to the average closing price of the common stock, GTT recorded a loss in the amount of $0.7 million on the 982,356 shares that were issued to extinguish the subordinate promissory notes. In accordance with FASB ASC Section 470-50-40, Derecognition – General, these losses were included in debt extinguishment loss in the condensed consolidated statements of operations for the six months ended June 30, 2013.

The shares of common stock sold in the private offering are restricted securities under the Securities Act of 1933. The Company entered into a Registration Rights Agreement with the purchasers of common stock in the private offering, pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement related to the resale of such common stock by the investors.

The previous balance of the subordinate promissory notes of $2.7 million included $2.3 million due to a related party, Universal Telecommunications, Inc. H. Brian Thompson, the Company’s Executive Chairman of the Board of Directors, is also the head of Universal Telecommunications, Inc., his own private equity investment and advisory firm. Also, included in the previous balance was $0.2 million of the subordinated promissory notes held by officers and directors of the Company.

The remaining total subordinate promissory notes of $43,000 are included in short-term debt as of June 30, 2013. Accrued but unpaid interest was $3,000 as of June 30, 2013.

Promissory Note

As part of the June 2011 acquisition of PacketExchange, the Company assumed a promissory note of approximately $0.7 million. During the quarter ended March 31, 2013, the remaining balance of $0.2 million was paid.

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Liquidity Assessment

Cash provided by operating activities for the six months ended June 30, 2013 was $2.4 million. Cash used in operating activities for the six months ended June 30, 2012 was $1.5 million.

Cash used in investing activities was approximately $54.4 million for the six months ended June 30, 2013, consisting primarily of the $51.9 million of cash used, net of cash acquired, in the acquisition of Tinet. Cash flows used in investing activities were $12.2 million for the six months ended June 30, 2012.

Net cash provided by financing activities for the six months ended June 30, 2013 was $53.6 million, consisting primarily of the $65.0 million draw on the Webster Term Loan. Cash flows provided by financing activities were $15.5 million for the six months ended June 30, 2012.

Management monitors cash flow and liquidity requirements. Based on the Company’s cash, the Webster Credit Agreement, and analysis of the anticipated working capital requirements, management believes the Company has sufficient liquidity to fund the business and meet its contractual obligations for at least the next twelve months. The Company’s current planned cash requirements for the next twelve months are based upon certain assumptions, including its ability to manage expenses and the growth of revenue from service arrangements. In connection with the activities associated with the services, the Company expects to incur expenses, including provider fees, employee compensation and consulting fees, professional fees, sales and marketing, insurance and interest expense.

If the Company’s operating performance differs significantly from our forecasts, we may be required to reduce our operating expenses and curtail capital spending, and we may not remain in compliance with our debt covenants. In addition, if the Company were unable to fully fund its cash requirements through operations and current cash on hand, the Company would need to obtain additional financing through a combination of equity and subordinated debt financings and/or renegotiation of terms of its existing debt. If any such activities become necessary, there can be no assurance that the Company would be successful in obtaining additional financing or modifying its existing debt terms.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity

Interest due on the Company’s loans is based upon the applicable stated fixed contractual rate with the lender. Interest earned on the Company’s bank accounts is linked to the applicable base interest rate. For the six months ended June 30, 2013 and 2012, the Company had interest expense, net of interest income, of approximately $3.2 million and $2.0 million, respectively. The Company believes that its results of operations are not materially affected by changes in interest rates.

Exchange Rate Sensitivity

Approximately 34% of the Company’s revenues for the six months ended June 30, 2013 are from services provided outside of the United States. As a consequence, a material percentage of the Company’s revenues are billed in British Pounds Sterling or Euros. Since we operate on a global basis, we are exposed to various foreign currency risks. First, our consolidated financial statements are denominated in U.S. Dollars, but a significant portion of our revenue is generated in the local currency of our foreign subsidiaries. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. Dollar will affect the translation of each foreign subsidiary’s financial results into U.S. Dollars for purposes of reporting consolidated financial results.

In addition, because of the global nature of our business, we may from time to time be required to pay a supplier in one currency while receiving payments from the underlying customer of the service in another currency. Although it is the Company’s general policy to pay its suppliers in the same currency that it will receive cash from customers, where these circumstances arise with respect to supplier invoices in one currency and customer billings in another currency, the Company’s gross margins may increase or decrease based upon changes in the exchange rate. Such factors did not have a material impact on the Company’s results in the six months ended June 30, 2013.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management carried out an evaluation required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision of and with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15 and 15d-15 under the Exchange Act (“Disclosure Controls”).

Based on our evaluation, our CEO and CFO concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

The CEO and the CFO, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of June 30, 2013, and based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Management, including our CEO and CFO, does not expect that disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

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PART II – Other Information

ITEM 1. LEGAL PROCEEDINGS

The Company filed a civil complaint against Artel, LLC on June 15, 2012 in the Fairfax County Virginia Circuit Court, docket number CL2012-04735, alleging breach of contract with respect to telecommunication services provided by the Company.  In response to the Company's complaint, Artel filed a counterclaim against the Company based on allegations of breach of contract, fraud in the inducement and intentional interference with a business relationship.  Based upon recent rulings in this case and upon the increased current assets of the Company resulting from the Tinet acquisition, the ultimate disposition of this case will not be material to the Company.

ITEM 1A.   RISK FACTORS

We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. Below are the risks and uncertainties we believe are most important for you to consider. Additional risks and uncertainties not presently known to us, which we currently deem immaterial or which are similar to those faced by other companies in our industry or telecommunications and/or technology companies in general, may also impair our business operations. If any of these risks or uncertainties actually occurs, our business, financial condition and operating results could be materially adversely affected.

Risks Relating to Our Business and Operations

We depend on several large customers, and the loss of one or more of these customers,or a significant decrease in total revenue from any of these customers, wouldlikely reduce our revenue and income.

As of June 30, 2013, our five largest customers accounted for approximately 22% of our total service revenue. If we were to lose all of the underlying services from one or more of our large customers, or if one or more of our large customers were to significantly reduce the services purchased from us or otherwise renegotiate the terms on which services are purchased from us, our revenue could decline and our results of operations would suffer.

If our customers elect to terminate their agreements with us, our business, financialcondition and results of operations may be adversely affected.

Our services are sold under agreements that generally have initial terms of between one and three years. Following the initial terms, these agreements generally automatically renew for successive month-to-month, quarterly or annual periods, but can be terminated by the customer without cause with relatively little notice during a renewal period. In addition, certain government customers may have rights under Federal law with respect to termination for convenience that can serve to minimize or eliminate altogether the liability payable by that customer in the event of early termination. Our customers may elect to terminate their agreements as a result of a number of factors, including their level of satisfaction with the services they are receiving, their ability to continue their operations due to budgetary or other concerns and the availability and pricing of competing services. If customers elect to terminate their agreements with us, our business, financial condition and results of operation may be adversely affected.

Competition in the industry in which we do business is intense and growing, and ourfailure to compete successfully could make it difficult for us to add and retaincustomers or increase or maintain revenue.

The markets in which we operate are rapidly evolving and highly competitive. We currently or potentially compete with a variety of companies, including some of our transport suppliers, with respect to their products and services, including global and regional telecommunications service providers such as AT&T, British Telecom, NTT, Level 3, Qwest and Verizon, among others.

The industry in which we operate is consolidating, which is increasing the size and scope of our competitors. Competitors could benefit from assets or businesses acquired from other carriers or from strategic alliances in the telecommunications industry. New entrants could enter the market with a business model similar to ours. Our target markets may support only a limited number of competitors. Operations in such markets with multiple competitive providers may be unprofitable for one or more of such providers. Prices in the data transmission and internet access business have declined in recent years and may continue to decline.

Many of our potential competitors have certain advantages over us, including:

• substantially greater financial, technical, marketing, and other resources, including brand or corporate name recognition;

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• substantially lower cost structures, including cost structures of facility-based providers who have reduced debt and other obligations through bankruptcy or other restructuring proceedings;

• larger client bases;

• longer operating histories;

• more established relationships in the industry; and

• larger geographic presence.

Our competitors may be able to use these advantages to:

• develop or adapt to new or emerging technologies and changes in client requirements more quickly;

• take advantage of acquisitions and other opportunities more readily;

• enter into strategic relationships to rapidly grow the reach of their networks and capacity;

• devote greater resources to the marketing and sale of their services;

• adopt more aggressive pricing and incentive policies, which could drive down margins; and

• expand their offerings more quickly.

If we are unable to compete successfully against our current and future competitors, our revenue and gross margin could decline and we would lose market share, which could materially and adversely affect our business.

We might require additional capital to support business growth, and this capitalmight not be available on favorable terms, or at all.

Our operations or expansion efforts may require substantial additional financial, operational and managerial resources. As of June 30, 2013, we had approximately $5.6 million in cash, and our current liabilities were $34.6 million greater than current assets. We may have insufficient cash to fund our working capital or other capital requirements and may be required to raise additional funds to continue or expand our operations. If we are required to obtain additional funding in the future, we may have to sell assets, seek debt financing, or obtain additional equity capital. Our ability to sell assets or raise additional equity or debt capital will depend on the condition of the capital and credit markets and our financial condition at such time. Accordingly, additional capital may not be available to us, or may only be available on terms that adversely affect our existing stockholders, or that restrict our operations. For example, if we raise additional funds through issuances of equity or convertible debt securities, our existing stockholders could suffer dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. Also, if we were forced to sell assets, there can be no assurance regarding the terms and conditions we could obtain for any such sale, and if we were required to sell assets that are important to our current or future business, our current and future results of operations could be materially and adversely affected. We have granted security interests in substantially all of our assets to secure the repayment of our indebtedness maturing between 2013 and 2016, and if we are unable to satisfy our obligations, the lenders could foreclose on their security interests.

Because our business is dependent upon selling telecommunications networkcapacity purchased from third parties, the failure of our suppliers and other serviceproviders to provide us with services, or disputes with those suppliers and service providers, could affect our ability to provide quality services to our customers andhave an adverse effect on our operations and financial condition.

Much of our business consists of integrating and selling network capacity purchased from facility-based telecommunications carriers. Accordingly, we will be largely dependent on third parties to supply us with services. Occasionally in the past, our operating companies have experienced delays or other problems in receiving services from third party providers. Disputes also arise from time to time with suppliers with respect to billing or interpretation of contract terms. Any failure on the part of third parties to adequately supply us or to maintain the quality of their facilities and services in the future, or the termination of any significant contracts by a supplier, could cause customers to experience delays in service and lower levels of customer care, which could cause them to switch

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providers. Furthermore, disputes over billed amounts or interpretation of contract terms could lead to claims against us, some of which if resolved against us could have an adverse impact on our results of operations and/or financial condition. Suppliers may also attempt to impose onerous terms as part of purchase contract negotiations. Although we know of no pending or threatened claims with respect to past compliance with any such terms, claims asserting any past noncompliance, if successful, could have a material adverse effect on our operations and/or financial condition. Moreover, to the extent that key suppliers were to attempt to impose such provisions as part of future contract negotiations, such developments could have an adverse impact on the company’s operations. Finally, some of our suppliers are potential competitors. We cannot guarantee that we will be able to obtain use of facilities or services in a timely manner or on terms acceptable and in quantities satisfactory to us.

Industry consolidation may affect our ability to obtain services from suppliers on atimely or cost-efficient basis.

A principal method of connecting with our customers is through local transport and last mile circuits we purchase from incumbent carriers such as AT&T and Verizon, or competitive carriers such as Time Warner Telecom, XO, or Level 3. In recent years, AT&T, Verizon, and Level 3 have acquired competitors with significant local and/or long-haul network assets. Industry consolidation has occurred on a lesser scale as well through mergers and acquisitions involving regional or smaller national or international competitors. Generally speaking, we believe that a marketplace with multiple supplier options for transport access is important to the long-term availability of competitive pricing, service quality, and carrier responsiveness. It is unclear at this time what the long-term impact of such consolidation will be, or whether it will continue at the same pace as it has in recent years; we cannot guarantee that we will continue to be able to obtain use of facilities or services in a timely manner or on terms acceptable and in quantities satisfactory to us from such suppliers.

We may occasionally have certain sales commitments to customers that extend beyondthe Company’s commitments from its underlying suppliers.

The Company’s financial results could be adversely affected if the Company were unable to purchase extended service from a supplier at a cost sufficiently low to maintain the Company’s margin for the remaining term of its commitment to a customer. While the Company has not encountered material price increases from suppliers with respect to continuation or renewal of services after expiration of initial contract terms, the Company cannot be certain that it would be able to obtain similar terms and conditions from suppliers. In most cases where the Company has faced any price increase from a supplier following contract expiration, the Company has been able to locate another supplier to provide the service at a similar or reduced future cost; however, the Company’s suppliers may not provide services at such cost levels in the future.

We may make purchase commitments to vendors for longer terms or in excess of thevolumes committed by our underlying customers.

The Company attempts to match its purchase of network capacity from its suppliers and its service commitments from its customers. However, from time to time, the Company has obligations to its suppliers that exceed the duration of the Company’s related customer contracts or that are for capacity in excess of the amount for which it has Customer commitments. This could arise based upon the terms and conditions available from the Company’s suppliers, from an expectation of the Company that we will be able to utilize the excess capacity, as a result of a breach of a customer’s commitment to us, or to support fixed elements of the Company’s network. Under any of these circumstances, the Company would incur the cost of the network capacity from its supplier without having corresponding revenue from its customers, which could result in a material and adverse impact on the Company’s operating results.

System disruptions, either in our network or in third party networks on which we depend, could cause delays or interruptions of our service, which could cause us to lose customers, or incur additional expenses.

Our customers depend on our ability to provide network availability with minimal interruption or degradation in services. The ability to provide this service depends in part on the networks of third party transport suppliers. The networks of transport suppliers may be interrupted as a result of various events, many of which they cannot control, including fire, human error, earthquakes and other natural disasters, power loss, telecommunications failures, terrorism, sabotage, vandalism, computer viruses or other infiltration by third parties or the financial distress or other event adversely affecting a supplier, such as bankruptcy or liquidation.

Although we have attempted to design our network services to minimize the possibility of service disruptions or other outages, in addition to risks associated with third party provider networks, our services may be disrupted by problems on our own systems, that affect our central offices, corporate headquarters, network operations centers, or network equipment.

Disruptions or degradations in our service, could subject us to legal claims and liability for losses suffered by customers due to our inability to provide service. If our network failure rates are higher than permitted under the applicable customer contracts, we may

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incur significant expenses related to network outage credits, which would reduce our revenue and gross margin. In addition, customers may, under certain contracts, have the ability to terminate services in case of prolonged or severe service disruptions or other outages which would also adversely impact our results of operations. Our reputation could be harmed if we fail to provide a reasonably adequate level of network availability, and as a result we could find it more difficult to attract and retain customers.

If the products or services that we market or sell do not maintain market acceptance,our results of operations will be adversely affected.

Certain segments of the telecommunications industry are dependent on developing and marketing new products and services that respond to technological and competitive developments and changing customer needs. We cannot assure you that our products and services will gain or obtain increased market acceptance. Any significant delay or failure in developing new or enhanced technology, including new product and service offerings, could result in a loss of actual or potential market share and a decrease in revenue.

The communications market in which we operate is highly competitive; we could be forced to reduce prices, may lose customers to other providers that offer lower prices and have problems attracting new customers.

The communications industry is highly competitive and pricing for some of our key service offerings, such as our dedicated IP transport services, have been generally declining. If our costs of service, including the cost of leasing underlying facilities, do not decline in a similar fashion, we could experience significant margin compression, reduction of profitability and loss of business.

If carrier and enterprise connectivity demand does not continue to expand, we mayexperience a shortfall in revenue or earnings or otherwise fail to meet publicmarket expectations.

The growth of our business will be dependent, in part, upon the increased use of carrier and enterprise connectivity services and our ability to capture a higher proportion of this market. Increased usage of enterprise connectivity services depends on numerous factors, including:

• the willingness of enterprises to make additional information technology expenditures;

• the availability of security products necessary to ensure data privacy over the public networks;

• the quality, cost, and functionality of these services and competing services;

• the increased adoption of wired and wireless broadband access methods;

• the continued growth of broadband-intensive applications; and

• the proliferation of electronic devices and related applications.

Our long sales and service deployment cycles require us to incur substantial salescosts that may not result in related revenue.

Our business is characterized by long sales cycles between the time a potential customer is contacted and a customer contract is signed. The average sales cycle can be as little as two to six weeks for existing customers and three to six months or longer for new customers with complicated service requirements. Furthermore, once a customer contract is signed, there is typically an extended period of between 30 and 120 days before the customer actually begins to use the services, which is when we begin to realize revenue. As a result, we may invest a significant amount of time and effort in attempting to secure a customer, which investment may not result in near term, if any, revenue. Even if we enter into a contract, we will have incurred substantial sales-related expenses well before we recognize any related revenue. If the expenses associated with sales increase, if we are not successful in our sales efforts, or if we are unable to generate associated offsetting revenue in a timely manner, our operating results could be materially and adversely affected.

Because much of our business is international, our financial results may be affectedby foreign exchange rate fluctuations.

Approximately 34% of our revenue comes from countries outside of the United States. As such, other currencies, particularly the Euro and the British Pound Sterling can have an impact on the Company’s results (expressed in U.S. Dollars). Currency variations also contribute to variations in sales in impacted jurisdictions. Accordingly, fluctuations in foreign currency rates, most notably the strengthening of the dollar against the euro and the pound, could have a material impact on our revenue growth in future periods. In

32

addition, currency variations can adversely affect margins on sales of our products in countries outside of the United States and margins on sales of products that include components obtained from suppliers located outside of the United States.

Because much of our business is international, we may be subject to local taxes,tariffs, statutory requirements, or other restrictions in foreign countries, which may reduce ourprofitability.

The Company is subject to various risks associated with conducting business worldwide. Revenue from our foreign subsidiaries, or other locations where we provide or procure services internationally, may be subject to additional taxes in some foreign jurisdictions. Additionally, some foreign jurisdictions may subject us to additional withholding tax requirements or the imposition of tariffs, exchange controls, or other restrictions on foreign earnings. The Company is also subject to foreign government employment standards, labor strikes and work stoppages. These risks and any other restrictions imposed on our foreign operations may increase our costs of business in those jurisdictions, which in turn may reduce our profitability.

If our goodwill or amortizable intangible assets become further impaired we may berequired to record a significant charge to earnings.

Under generally accepted accounting principles, we review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include reduced future cash flow estimates, a decline in stock price and market capitalization, and slower growth rates in our industry. During the years ended December 31, 2012 and 2011, the Company recorded no impairment to goodwill and amortizable intangible assets. We may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively impacting our results of operations.

The ability to implement and maintain our databases and management informationsystems is a critical business requirement, and if we cannot obtain or maintainaccurate data or maintain these systems, we might be unable to cost-effectivelyprovide solutions to our customers.

To be successful, we must increase and update information in our databases about network pricing, capacity and availability. Our ability to provide cost-effective network availability and access cost management depends upon the information we collect from our transport suppliers regarding their networks. These suppliers are not obligated to provide this information and could decide to stop providing it to us at any time. Moreover, we cannot be certain that the information that these suppliers share with us is accurate. If we cannot continue to maintain and expand the existing databases, we may be unable to increase revenue or to facilitate the supply of services in a cost-effective manner.

Furthermore, we are in the process of reviewing, integrating, and augmenting our management information systems to facilitate management of client orders, client service, billing, and financial applications. Our ability to manage our businesses could be materially adversely affected if we fail to successfully and promptly maintain and upgrade the existing management information systems.

If we are unable to protect our intellectual property rights, competitors may be ableto use our technology or trademarks, which could weaken our competitive position.

We own certain proprietary programs, software and technology. However, we do not have any patented technology that would preclude competitors from replicating our business model; instead, we rely upon a combination of know-how, trade secret laws, contractual restrictions, and copyright, trademark and service mark laws to establish and protect our intellectual property. Our success will depend in part on our ability to maintain or obtain (as applicable) and enforce intellectual property rights for those assets, both in the United States and in other countries. Although our Americas operating company has registered some of its service marks in the United States, we have not otherwise applied for registration of any marks in any other jurisdiction. Instead, with the exception of the few registered service marks in the United States, we rely exclusively on common law trademark rights in the countries in which we operate.

We may file applications for patents, copyrights and trademarks as our management deems appropriate. We cannot assure you that these applications, if filed, will be approved or that we will have the financial and other resources necessary to enforce our proprietary rights against infringement by others. Additionally, we cannot assure you that any patent, trademark, or copyright obtained by us will not be challenged, invalidated, or circumvented, and the laws of certain foreign countries may not protect intellectual property rights to the same extent as do the laws of the United States or the member states of the European Union. Finally, although we intend to undertake reasonable measures to protect the proprietary assets of our combined operations, we cannot guarantee that

33

we will be successful in all cases in protecting the trade secret status of certain significant intellectual property assets. If these assets should be misappropriated, if our intellectual property rights are otherwise infringed, or if a competitor should independently develop similar intellectual property, this could harm our ability to attract new clients, retain existing customers and generate revenue.

Intellectual property and proprietary rights of others could prevent us from usingnecessary technology to provide our services or otherwise operate our business.

We utilize data and processing capabilities available through commercially available third-party software tools and databases to assist in the efficient analysis of network engineering and pricing options. Where such technology is held under patent or other intellectual property rights by third parties, we are required to negotiate license agreements in order to use that technology. In the future, we may not be able to negotiate such license agreements at acceptable prices or on acceptable terms. If an adequate substitute is not available on acceptable terms and at an acceptable price from another software licensor, we could be compelled to undertake additional efforts to obtain the relevant network and pricing data independently from other, disparate sources, which, if available at all, could involve significant time and expense and adversely affect our ability to deliver network services to customers in an efficient manner.

Furthermore, to the extent that we are subject to litigation regarding the ownership of our intellectual property or the licensing and use of others’ intellectual property, this litigation could:

• be time-consuming and expensive;

• divert attention and resources away from our daily business;

• impede or prevent delivery of our products and services; and

• require us to pay significant royalties, licensing fees, and damages.

Parties making claims of infringement may be able to obtain injunctive or other equitable relief that could effectively block our ability to provide our services and could cause us to pay substantial damages. In the event of a successful claim of infringement, we may need to obtain one or more licenses from third parties, which may not be available at a reasonable cost, if at all. The defense of any lawsuit could result in time-consuming and expensive litigation, regardless of the merits of such claims, and could also result in damages, license fees, royalty payments, and restrictions on our ability to provide our services, any of which could harm our business.

We continue to evaluate merger and acquisition opportunities and may purchaseadditional companies in the future, and the failure to integrate them successfullywith our existing business may adversely affect our financial condition and resultsof operations.

We continue to explore merger and acquisition opportunities and we may face difficulties if we acquire other businesses in the future including:

• integrating the management personnel, services, products, systems and technologies of the acquired businesses into our existing operations;

• retaining key personnel of the acquired businesses;

• failing to adequately identify or assess liabilities of acquired businesses;

• retaining existing customers and/or vendors of both companies;

• failing to achieve the synergies, revenue growth and other expected benefits we used to determine the purchase price of the acquired businesses;

• failing to realize the anticipated benefits of a particular merger and acquisition;

• incurring significant transaction and acquisition-related costs;

• incurring unanticipated problems or legal liabilities;

34

• being subject to business uncertainties and contractual restrictions while an acquisition is pending that could adversely affect our business; and

• diverting our management’s attention from the day-to-day operation of our business.

These difficulties could disrupt our ongoing business and increase our expenses. As of June 30, 2013, we have no agreement or memorandum of understanding to enter into any acquisition transaction. 

In addition, our ability to complete acquisitions may depend, in part, on our ability to finance these acquisitions, including both the costs of the acquisition and the cost of the subsequent integration activities. Our ability may be constrained by our cash flow, the level of our indebtedness, restrictive covenants in the agreements governing our indebtedness, conditions in the securities and credit markets and other factors, most of which are generally beyond our control. If we proceed with one or more acquisitions in which the consideration consists of cash, we may use a substantial portion of our available cash to complete such acquisitions, thereby reducing our liquidity. If we finance one or more acquisitions with the proceeds of indebtedness, our interest expense and debt service requirements could increase materially. Thus, the financial impact of future acquisitions, including the costs to pursue acquisitions that do not ultimately close, could materially affect our business and could cause substantial fluctuations in our quarterly and yearly operating results.

Our efforts to develop new service offerings may not be successful, in which case ourrevenue may not grow as we anticipate or may decline.

The market for telecommunications services is characterized by rapid change, as new technologies are developed and introduced, often rendering established technologies obsolete. For our business to remain competitive, we must continually update our service offerings to make new technologies available to our customers and prospects. To do so, we may have to expend significant management and sales resources, which may increase our operating costs. The success of our potential new service offerings is uncertain and would depend on a number of factors, including the acceptance by end-user customers of the telecommunications technologies which would underlie these new service offerings, the compatibility of these technologies with existing customer information technology systems and processes, the compatibility of these technologies with our then-existing systems and processes, and our ability to find third-party vendors that would be willing to provide these new technologies to us for delivery to our users. If we are unsuccessful in developing and selling new service offerings, our revenue may not grow as we anticipate, or may decline.

If we do not continue to train, manage and retain employees, clients may reducepurchases of services.

Our employees are responsible for providing clients with technical and operational support, and for identifying and developing opportunities to provide additional services to existing clients. In order to perform these activities, our employees must have expertise in areas such as telecommunications network technologies, network design, network implementation and network management, including the ability to integrate services offered by multiple telecommunications carriers. They must also accept and incorporate training on our systems and databases developed to support our operations and business model. Employees with this level of expertise tend to be in high demand in the telecommunications industry, which may make it more difficult for us to attract and retain qualified employees. If we fail to train, manage, and retain our employees, we may be limited in our ability to gain more business from existing clients, and we may be unable to obtain or maintain current information regarding our clients’ and suppliers’ communications networks, which could limit our ability to provide future services.

The regulatory framework under which we operate could require substantial time andresources for compliance, which could make it difficult and costly for us to operatethe businesses.

In providing certain interstate and international telecommunications services, we must comply, or cause our customers or carriers to comply, with applicable telecommunications laws and regulations prescribed by the FCC and applicable foreign regulatory authorities. In offering services on an intrastate basis, we may also be subject to state laws and to regulation by state public utility commissions. Our international services may also be subject to regulation by foreign authorities and, in some markets, multinational authorities, such as the European Union. The costs of compliance with these regulations, including legal, operational and administrative expenses, may be substantial. In addition, delays in receiving or failure to obtain required regulatory approvals or the enactment of new or adverse legislation, regulations or regulatory requirements may have a material adverse effect on our financial condition, results of operations and cash flow.

If we fail to obtain required authorizations from the FCC or other applicable authorities, or if we are found to have failed to comply, or are alleged to have failed to comply, with the rules of the FCC or other authorities, our right to offer certain services could be

35

challenged and/or fines or other penalties could be imposed on us. Any such challenges or fines could be substantial and could cause us to incur substantial legal and administrative expenses as well; these costs in the forms of fines, penalties, and legal and administrative expenses could have a material adverse impact on our business and operations. Furthermore, we are dependent in certain cases on the services other carriers provide, and therefore on other carriers’ abilities to retain their respective licenses in the regions of the world in which they operate. We are also dependent, in some circumstances, on our customers’ abilities to obtain and retain the necessary licenses. The failure of a customer or carrier to obtain or retain any necessary license could have an adverse effect on our ability to conduct operations.

Future changes in regulatory requirement, new interpretations of existing regulatoryrequirements, or determinations that we violated existing regulatory requirements mayimpair our ability to provide services, result in financial losses or otherwise reduce our profitability.

Many of the laws and regulations that apply to providers of telecommunications services are subject to frequent changes and different interpretations and may vary between jurisdictions. Changes to existing legislation or regulations in particular markets may limit the opportunities that are available to enter into markets, may increase the legal, administrative, or operational costs of operating in those markets, or may constrain other activities, including our ability to complete subsequent acquisitions, or purchase services or products, in ways that we cannot anticipate. Because we purchase telecommunications services from other carriers, our costs and manner of doing business can also be adversely affected by changes in regulatory policies affecting these other carriers.

In addition, any determination that we, including companies that we have acquired, have violated applicable regulatory requirements could result in material fines, penalties, forfeitures, interest or retroactive assessments. For example, a determination that we have not paid all required universal service fund contributions could result in substantial retroactive assessment of universal service fund contributions, together with applicable interest, penalties, fines or forfeitures.

We depend on key personnel to manage our businesses effectively in a rapidly changingmarket, and our ability to generate revenue will suffer if we are unable to retainkey personnel and hire additional personnel.

The future success, strategic development and execution of our business will depend upon the continued services of our executive officers and other key sales, marketing and support personnel. We do not maintain “key person” life insurance policies with respect to any of our employees, nor are we certain if any such policies will be obtained or maintained in the future. We may need to hire additional personnel in the future and we believe the success of the combined business depends, in large part, upon our ability to attract and retain key employees. The loss of the services of any key employees, the inability to attract or retain qualified personnel in the future, or delays in hiring required personnel could limit our ability to generate revenue and to operate our business.

Interruption or failure of our information technology and communications systems could hurt our ability to effectively provide our products and services, which could damage our reputation and harm our operating results.

The availability of our products and services depends on the continuing operation of our information technology and communications systems. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems. Some of our systems are not fully redundant and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, a decision to close a facility we are using without adequate notice for financial reasons, or other unanticipated problems at our data centers could result in lengthy interruptions in our service.

Risks Relating to Our Indebtedness

Our failure to comply with covenants in our loan agreement could result in ourindebtedness being immediately due and payable and the loss of our assets.

Pursuant to the terms of our loan agreement with Webster Bank, we have pledged substantially all of our assets to the lender as security for our payment obligations under the loan agreement. If we fail to pay any of our indebtedness under this loan agreement when due, or if we breach any of the other covenants in the loan agreement, it may result in one or more events of default. An event of default under our loan agreement would permit the lender to declare all amounts owing to be immediately due and payable and, if we were unable to repay any indebtedness owed, the lender could proceed against the collateral securing that indebtedness.

Covenants in our loan agreement and outstanding notes, and in any future debtagreement, may restrict our future operations.

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The loan agreements related to our outstanding senior and mezzanine indebtedness impose financial restrictions that limit our discretion on some business matters, which could make it more difficult for us to expand our business, finance our operations and engage in other business activities that may be in our interest. These restrictions include compliance with, or maintenance of, certain financial tests and ratios and restrictions that limit our ability and that of our subsidiaries to, among other things:

• incur additional indebtedness or place additional liens on our assets;

• pay dividends or make other distributions on, redeem or repurchase our capital stock;

• make investments or repay subordinated indebtedness;

• enter into transactions with affiliates;

• sell assets;

• engage in a merger, consolidation or other business combination; or

• change the nature of our businesses.

Any additional indebtedness we may incur in the future may subject us to similar or even more restrictive conditions.

Our substantial level of indebtedness and debt service obligations could impair ourfinancial condition, hinder our growth and put us at a competitive disadvantage.

As of June 30, 2013, our indebtedness was substantial in comparison to our available cash and our net loss. Our substantial level of indebtedness could have important consequences for our business, results of operations and financial condition. For example, a high level of indebtedness could, among other things:

• make it more difficult for us to satisfy our financial obligations;

• increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations;

• increase the risk that a substantial decrease in cash flows from operating activities or an increase in expenses will make it difficult for us to meet our debt service requirements and will require us to modify our operations;

• require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund future business opportunities, working capital, capital expenditures and other general corporate purposes;

• limit our ability to borrow additional funds to expand our business or ease liquidity constraints;

• limit our ability to refinance all or a portion of our indebtedness on or before maturity;

• limit our ability to pursue future acquisitions;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

• place us at a competitive disadvantage relative to competitors that have less indebtedness.

Risks Related to our Common Stock and the Securities Markets

Because we do not currently intend to pay dividends on our common stock, stockholderswill benefit from an investment in our common stock only if it appreciates in value.

We do not currently anticipate paying any dividends on shares of our common stock. Any determination to pay dividends in the future will be made by our Board of Directors and will depend upon results of operations, financial conditions, contractual restrictions,

37

restrictions imposed by applicable law and other factors our Board of Directors deems relevant. Accordingly, realization of a gain on stockholders’ investments will depend on the appreciation of the price of our common stock. There is no guarantee that our common stock will appreciate in value or even maintain the price at which stockholders purchased their shares.

Our outstanding warrants may have an adverse effect on the market price of our commonstock.

As of June 30, 2013, we had outstanding warrants to purchase approximately 2.3 million shares of common stock at a weighted-average exercise price equal to $2.34 per share. The common stock underlying the warrants is entitled to registration rights for sale in the public market at or soon after exercise or conversion. If, and to the extent, these warrants are exercised, stockholders may experience dilution to their ownership interests in the Company. The presence of this additional number of shares of common stock and warrants eligible for trading in the public market may have an adverse effect on the market price of our common stock.

The concentration of our capital stock ownership will likely limit a stockholder’sability to influence corporate matters, and could discourage a takeover thatstockholders may consider favorable and make it more difficult for a stockholder toelect directors of its choosing.

H. Brian Thompson, the Company’s Executive Chairman of the Board of Directors, and Universal Telecommunications, Inc., his own private equity investment and advisory firm, owned 6,739,171 shares of our common stock at June 30, 2013. Based on the number of shares of our common stock outstanding on June 30, 2013, Mr. Thompson and Universal Telecommunication, Inc. would beneficially own approximately 29% of our common stock. Based on public filings with the SEC made by J. Carlo Cannell, we believe that, as of June 30, 2013, funds associated with Cannell Capital LLC owned 3,471,980 shares of our common stock. Based on the number of shares of our common stock outstanding on June 30, 2013, these funds would beneficially own approximately 15% of our common stock. In addition, as of June 30, 2013, our executive officers, directors and affiliated entities, excluding H. Brian Thompson and Universal Telecommunications, together beneficially owned common stock, without taking into account their unexercised options, representing approximately 13% of our common stock. As a result, these stockholders have the ability to exert significant control over matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. The interests of these stockholders might conflict with your interests as a holder of our securities, and it may cause us to pursue transactions that, in their judgment, could enhance their equity investments, even though such transactions may involve significant risks to you as a security holder. The large concentration of ownership in a small group of stockholders might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial.

It may be difficult for you to resell shares of our common stock if an active marketfor our common stock does not develop.

Our common stock has only recently been listed on the NYSE MKT, and prior to this listing the common stock was thinly traded on the OTC Markets.  If a liquid market for the common stock does not develop on the NYSE MKT, then, in addition to the concentrated ownership of our capital stock, this may further impair your ability to sell your shares when you want to do so and could depress our stock price. As a result, you may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities because smaller quantities of shares could be bought and sold, transactions could be delayed, and security analyst and news coverage of the Company may be limited.  These factors could result in lower prices and larger spreads in the bid and ask prices for our shares.

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ITEM 6. EXHIBITS

The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein:

Exhibit
Number	Description of Document
31.1*	Certification of Chief Executive Officer pursuant to Rules 13a-15e and 15d-15e – page 34 promulgated under the Securities Exchange Act of 1934.
31.2*	Certification of Chief Financial Officer pursuant to Rules 13a-15e and 15d-15e – page 34 promulgated under the Securities Exchange Act of 1934.
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith
**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

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

		GLOBAL TELECOM & TECHNOLOGY, INC.
		By:	/s/ Richard D. Calder, Jr.
			Richard D. Calder, Jr.
			President and Chief Executive Officer
Date:	August 14, 2013

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EX-31.1

  Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Richard D. Calder, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Global Telecom & Technology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 14, 2013	/s/ Richard D. Calder, Jr.
		Richard D. Calder, Jr.
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

     I, Michael R. Bauer, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Global Telecom & Technology, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

     5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

     (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 14, 2013	/s/ Michael R. Bauer
		Michael R. Bauer
		Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Global Telecom & Technology, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard D. Calder, Jr., Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my best knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 14, 2013	/s/ Richard D. Calder, Jr.
		Richard D. Calder, Jr.
		President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Global Telecom & Technology, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael R. Bauer, Chief Financial Officer and Treasurer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my best knowledge:

     1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 14, 2013	/s/ Michael R. Bauer
		Michael R. Bauer
		Chief Financial Officer and Treasurer

XML

LOSS PER SHARE

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

LOSS PER SHARE

LOSS PER SHARE

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect, in periods with earnings and in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options and warrants.

The table below details the calculations of earnings per share (in thousands, except for share amounts):  

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Numerator for basic and diluted EPS – loss available to common stockholders	$	(10,285	)	$	(501	)	$	(12,806	)	$	(751	)
Denominator for basic EPS – weighted average shares	22,495,071			18,949,666			20,889,992			18,853,013
Effect of dilutive securities	—			—			—			—
Denominator for diluted EPS – weighted average shares	22,495,071			18,949,666			20,889,992			18,853,013
Loss per share: basic	$	(0.46	)	$	(0.03	)	$	(0.61	)	$	(0.04	)
Loss per share: diluted	$	(0.46	)	$	(0.03	)	$	(0.61	)	$	(0.04	)

The table below details the anti-dilutive items that were excluded in the computation of earnings per share (amounts in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2013	2012	2013	2012
BIA warrant	1,055	698	1,055	698
Plexus warrant	960	535	960	535
Alcentra warrant	329	—	329	—
Stock options	1,613	1,419	1,613	1,419
Totals	3,957	2,652	3,957	2,652

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Condensed Consolidated Statements of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenue:
Telecommunications services sold	$ 39,729	$ 27,163	$ 66,162	$ 51,881
Operating expenses:
Cost of telecommunications services provided	26,226	19,042	43,883	36,509
Selling, general and administrative expense	8,653	4,959	14,018	9,687
Restructuring costs, employee termination and other items	7,435	701	7,677	701
Depreciation and amortization	4,350	1,590	6,745	2,728
Total operating expenses	46,664	26,292	72,323	49,625
Operating (loss) income	(6,935)	871	(6,161)	2,256
Other expense:
Interest expense, net	(1,873)	(1,155)	(3,179)	(2,005)
Debt extinguishment loss	0	0	(706)	0
Other expense, net	(1,647)	(93)	(2,739)	(741)
Total other expense	(3,520)	(1,248)	(6,624)	(2,746)
Loss before income taxes	(10,455)	(377)	(12,785)	(490)
(Benefit from) provision for income taxes	(170)	124	21	261
Net loss	$ (10,285)	$ (501)	$ (12,806)	$ (751)
Loss per share:
Basic (in dollars per share)	$ (0.46)	$ (0.03)	$ (0.61)	$ (0.04)
Diluted (in dollars per share)	$ (0.46)	$ (0.03)	$ (0.61)	$ (0.04)
Weighted average shares:
Basic (in shares)	22,495,071	18,949,666	20,889,992	18,853,013
Diluted (in shares)	22,495,071	18,949,666	20,889,992	18,853,013

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ACQUISITIONS

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

IDC

On February 1, 2013, the Company entered into a stock purchase agreement, with IDC Global Incorporated (“IDC”), a privately held company in Chicago. IDC owns and operates two data co-location facilities and its own metro optical fiber network in Chicago. The two data facilities fiber connects to 350 East Cermak, which is the largest multi-story data center property in the world. IDC provides cloud networking, co-location, and managed cloud services to nearly 100 clients with a focus on providing multi-location enterprises with a complete portfolio of cloud infrastructure services.

Pursuant to the agreement, the Company acquired 100% of the issued and outstanding shares of capital stock of IDC for an aggregate purchase price of $4.6 million, which amount is subject to adjustment to the extent that IDC’s net working capital as of the closing of the transaction is determined to be greater or less than the estimated net working capital as of such date provided by IDC.

The Company accounted for the acquisition using the acquisition method of accounting with GTT treated as the acquiring entity. Accordingly, consideration paid by the Company to complete the acquisition of IDC has been preliminarily allocated to IDC’s assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition, February 1, 2013. The Company estimated the fair value of IDC’s assets and liabilities based on discussions with IDC’s management, due diligence and information presented in financial statements. As part of the purchase agreement, the Company may elect to treat this acquisition as an asset purchase for tax purposes. If the Company makes such an election, there will be additional purchase price paid to the sellers, which could result in reallocation of the purchase price.  The following table summarizes the purchase price and the assets acquired and liabilities assumed as of the acquisition date at estimated fair value:

	Amounts in thousands
Purchase Price:
Cash consideration paid	$	3,593
Fair value of liabilities assumed	1,338
Total consideration	$	4,931
Purchase Price Allocation:
Acquired Assets
Current assets	$	187
Property and equipment	798
Other assets	82
Intangible assets	3,100
Total fair value of assets acquired	4,167
Goodwill	764
Total consideration	$	4,931

Tinet

On April 30, 2013, the Company acquired from Neutral Tandem, Inc. (doing business as Inteliquent) all of the equity interests (the “Interests”) in NT Network Services, LLC and NT Network Services, LLC SCS (collectively, “Tinet”), which, together with the subsidiaries of such companies, comprise the data transport business of Inteliquent.  The acquisition was pursuant to an equity purchase agreement between the Company and Inteliquent on April 30, 2013.

Pursuant to the agreement, the Company paid Inteliquent an aggregate purchase price of $52.5 million for the Interests, in cash, subject to a net working capital adjustment and an adjustment based on the cash and cash equivalents and amount of indebtedness of the Tinet immediately prior to the acquisition. In addition, the Company will provide certain services to Inteliquent without charge for up to three years after the closing.  These services will be provided under a separate service agreement that is valued at $2.0 million.

To fund the Company’s acquisition of Tinet, the Company arranged financing with a new senior lender, Webster Bank, N.A. (“Webster”), on April 30, 2013. The Company entered into a credit agreement with Webster that, among other matters, provides for a term loan in the aggregate principal amount of $65.0 million and a revolving line of credit in the aggregate principal amount of $5.0 million. The financing is described in greater detail in Note 7.

The Company accounted for the acquisition using the acquisition method of accounting with GTT treated as the acquiring entity. Accordingly, consideration paid by the Company to complete the acquisition of the Tinet has been preliminarily allocated to Tinet's assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition, April 30, 2013. The Company estimated the fair value of the acquired companies assets and liabilities based on discussions with management, due diligence and information presented in financial statements.

The recorded amounts for acquired assets and liabilities assumed are provisional and subject to change. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analyses. In accordance with US GAAP, the Company expects to finalize these amounts before April 30, 2014. The following table summarizes the purchase price and the assets acquired and liabilities assumed as of the acquisition date at estimated fair value:

	Amounts in thousands
Purchase Price:
Cash consideration paid	$	49,158
Liabilities assumed
Accounts payable	4,179
Accrued expenses and other current liabilities	20,607
Deferred revenue	2,443
Other long-term liabilities	7,585
Total fair value of liabilities assumed	34,814
Total consideration	$	83,972
Purchase Price Allocation:
Acquired Assets
Accounts receivable	$	11,601
Prepaid expenses	1,137
Other current assets	5,101
Property and equipment	15,004
Other assets	1,282
Intangible assets	25,800
Total fair value of assets acquired	59,925
Goodwill	24,047
Total consideration	$	83,972

Intangible assets acquired include $25.0 million related to customer relationships with a weighted-average useful life of 5 years and $0.8 million related to the trade name. Customer relationships are amortized on a straight-line basis based on the expected period of benefit. The trade name is assessed as an indefinite-lived asset and is not amortized, but rather tested for impairment at least annually by comparing the estimated fair values to their carrying values.

Amortization expense of $0.8 million has been recorded for the six months ended June 30, 2013. Estimated amortization expense related to customer relationships created as a result of the Tinet acquisition for each of the years subsequent to June 30, 2013 is as follows (amounts in thousands):

2013 remaining	$	2,500
2014	5,000
2015	5,000
2016	5,000
2017 and thereafter	6,667
Total	$	24,167

Goodwill in the amount of $24.0 million was recorded as a result of the acquisition of Tinet. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

The following schedule presents unaudited consolidated pro forma results of operations as if the Tinet acquisition had occurred on January 1, 2012. This information does not purport to be indicative of the actual results that would have occurred if the Tinet acquisition had actually been completed January 1, 2012, nor is it necessarily indicative of the future operating results or the financial position of the combined company. The unaudited pro forma results of operations do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities.

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Amounts in thousands, except per share data
Revenue	$	46,112		$	44,646		$	91,648		$	86,462
Net loss	$	(10,331	)	$	(1,538	)	$	(10,548	)	$	(2,348	)
Net loss per share:
Basic	$	(0.46	)	$	(0.08	)	$	(0.50	)	$	(0.12	)
Diluted	$	(0.46	)	$	(0.08	)	$	(0.50	)	$	(0.12	)
Basic	22,495,071			18,949,666			20,889,992			18,853,013
Diluted	22,495,071			18,949,666			20,889,992			18,853,013

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RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS (Tables)

6 Months Ended

Jun. 30, 2013

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs [Table Text Block]

The restructuring charges and accruals established by the Company, and activities related thereto, are summarized as follows for the six months ended June 30, 2013 (amounts in thousands):

	Charges Net of Reversals		Cash Payments		Total
Balance, December 31, 2012	$	—	$	—	$	—
Employment costs	4,600		3,370		1,230
Professional fees	1,565		1,157		408
Integration expenses	1,282		345		937
Travel and other expenses	230		193		37
Balance, June 30, 2013	$	7,677	$	5,065	$	2,612

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CONTINGENCIES/LEGAL PROCEEDINGS

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES/LEGAL PROCEEDINGS

CONTINGENCIES-LEGAL PROCCEDINGS

The Company filed a civil complaint against Artel, LLC on June 15, 2012 in the Fairfax County Virginia Circuit Court, docket number CL2012-04735, alleging breach of contract with respect to telecommunication services provided by the Company.  In response to the Company's complaint, Artel filed a counterclaim against the Company based on allegations of breach of contract, fraud in the inducement and intentional interference with a business relationship.  Based upon recent rulings in this case and upon the increased current assets of the Company resulting from the Tinet acquisition, the ultimate disposition of this case will not be material to the Company.

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EMPLOYEE SHARE-BASED COMPENSATION BENEFITS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Restricted stock shares granted	563	620
Fair value of shares granted	$ 1,918	$ 2,118
Restricted stock compensation expense	202	293
Employee Stock Option [Member]
Restricted stock shares granted	449	496
Fair value of shares granted	1,482	1,645
Restricted stock compensation expense	145	198
Non Employee Member Of Board Of Directors [Member]
Restricted stock shares granted	114	124
Fair value of shares granted	436	473
Restricted stock compensation expense	$ 57	$ 95

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ACQUISITIONS (Purchase Price) (Details) (USD $) In Thousands, unless otherwise specified			0 Months Ended		0 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Feb. 01, 2013 IDC [Member]	Mar. 31, 2013 IDC [Member]	Apr. 30, 2013 Tinet [Member]	Jun. 30, 2013 Tinet [Member]
Purchase Price:
Cash consideration paid			$ 3,593		$ 49,158
Liabilities assumed
Accounts payable					4,179
Accrued expenses and other current liabilities					20,607
Deferred revenue					2,443
Other long-term liabilities					7,585
Total fair value of liabilities assumed			1,338		34,814
Total consideration			4,931		83,972
Acquired Assets
Accounts receivable					11,601
Prepaid expenses					1,137
Other current assets					5,101
Current assets			187
Property and equipment			798		15,004
Other assets			82		1,282
Intangible assets			3,100		25,800
Total fair value of assets acquired			4,167		59,925
Goodwill	74,604	49,793	764	800	24,047	24,000
Total consideration			$ 4,931		$ 83,972

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ORGANIZATION AND BUSINESS (Details Textual) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2013 country	Jun. 30, 2013 country	Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of Countries in which Entity Operates	100	100
Issuance of Stock and Warrants for Services or Claims	$ 1,300,000
Gain (Loss) On Mark To Market Warrant Liability		(2,600,000)
Warrant Liability	$ 6,196,000	$ 6,196,000	$ 2,288,000

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LOSS PER SHARE (Details 1) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Totals	3,957	2,652	3,957	2,652
Stock Options [Member]
Totals	1,613	1,419	1,613	1,419
Bia Warrant [Member]
Totals	1,055	698	1,055	698
Plexus Warrant [Member]
Totals	960	535	960	535
Alecentra Warrants [Member]
Totals	329	0	329	0

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GOODWILL AND INTANGIBLE ASSETS (Details Textual) (USD $)	3 Months Ended		6 Months Ended									3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Mar. 31, 2013 IDC [Member]	Feb. 01, 2013 IDC [Member]	Jun. 30, 2013 Tinet [Member]	Apr. 30, 2013 Tinet [Member]	Jun. 30, 2013 Tinet [Member] Trade Names [Member]	Apr. 30, 2013 Tinet [Member] Trade Names [Member]	Mar. 31, 2013 Customer Relationships [Member] IDC [Member]	Jun. 30, 2013 Customer Relationships [Member] Tinet [Member]	Apr. 30, 2013 Customer Relationships [Member] Tinet [Member]	Mar. 31, 2013 Customer Relationships [Member] Novation Agreement [Member]
Goodwill	$ 74,604,000		$ 74,604,000		$ 49,793,000	$ 800,000	$ 764,000	$ 24,000,000	$ 24,047,000
Business Acquisition, Purchase Price Allocation, Intangible Assets Other Than Goodwill												3,100,000	25,000,000	25,000,000	1,500,000
Finite-Lived Intangible Assets, Amortization Method												straight-line
Acquired Indefinite-lived Intangible Asset, Amount										800,000	800,000
Amortization Of Intangible Assets	$ 2,600,000	$ 1,100,000	$ 4,300,000	$ 1,800,000

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DEBT (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Debt [Roll Forward]
Beginning balance	$ 42,829
Issuance	75,945
Debt discount amortization	240	139
Payments	(28,573)
Extinguishment of debt	(2,549)
Ending balance	87,892
Webster Term Loan [Member]
Debt [Roll Forward]
Beginning balance	0
Issuance	65,000
Debt discount amortization	0
Payments	0
Extinguishment of debt	0
Ending balance	65,000
Mezzanine Debt [Member]
Debt [Roll Forward]
Beginning balance	15,481
Issuance	7,151
Debt discount amortization	217
Payments	0
Extinguishment of debt	0
Ending balance	22,849
SVB Term Loan [Member]
Debt [Roll Forward]
Beginning balance	24,500
Issuance	794
Debt discount amortization	0
Payments	(25,294)
Extinguishment of debt	0
Ending balance	0
Line of Credit [Member]
Debt [Roll Forward]
Beginning balance	0
Issuance	3,000
Debt discount amortization	0
Payments	(3,000)
Extinguishment of debt	0
Ending balance	0
Subordinated Notes [Member]
Debt [Roll Forward]
Beginning balance	2,611
Issuance	0
Debt discount amortization	23
Payments	(42)
Extinguishment of debt	(2,549)
Ending balance	43
Promissory Note [Member]
Debt [Roll Forward]
Beginning balance	237
Issuance	0
Debt discount amortization	0
Payments	(237)
Extinguishment of debt	0
Ending balance	$ 0

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GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) In Thousands, unless otherwise specified			6 Months Ended			6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 IDC [Member]	Mar. 31, 2013 IDC [Member]	Feb. 01, 2013 IDC [Member]	Jun. 30, 2013 Tinet [Member]	Apr. 30, 2013 Tinet [Member]
Goodwill [Roll Forward]
Beginning balance	$ 74,604	$ 49,793		$ 800	$ 764		$ 24,047
Goodwill associated with acquisition			764			24,047
Ending balance	$ 74,604	$ 49,793		$ 800	$ 764	$ 24,000	$ 24,047

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RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS (Details) (USD $) In Thousands, unless otherwise specified			3 Months Ended	6 Months Ended	3 Months Ended				6 Months Ended						6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Employment costs [Member]	Jun. 30, 2013 Professional fees [Member]	Jun. 30, 2013 Integration expenses [Member]	Jun. 30, 2013 Travel and other expenses [Member]	Jun. 30, 2013 Charges Net Of Reversals [Member]	Dec. 31, 2012 Charges Net Of Reversals [Member]	Jun. 30, 2013 Charges Net Of Reversals [Member] Employment costs [Member]	Jun. 30, 2013 Charges Net Of Reversals [Member] Professional fees [Member]	Jun. 30, 2013 Charges Net Of Reversals [Member] Integration expenses [Member]	Jun. 30, 2013 Charges Net Of Reversals [Member] Travel and other expenses [Member]	Jun. 30, 2013 Cash Payments [Member]	Dec. 31, 2012 Cash Payments [Member]	Jun. 30, 2013 Cash Payments [Member] Employment costs [Member]	Jun. 30, 2013 Cash Payments [Member] Professional fees [Member]	Jun. 30, 2013 Cash Payments [Member] Integration expenses [Member]	Jun. 30, 2013 Cash Payments [Member] Travel and other expenses [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	$ 2,612	$ 0					$ 7,677	$ 0					$ 5,065	$ 0
Restructuring charges			1,230	408	937	37			4,600	1,565	1,282	230			3,370	1,157	345	193
Ending balance	$ 2,612	$ 0					$ 7,677	$ 0					$ 5,065	$ 0

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LOSS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Reconciliation [Table Text Block]

The table below details the calculations of earnings per share (in thousands, except for share amounts):  

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Numerator for basic and diluted EPS – loss available to common stockholders	$	(10,285	)	$	(501	)	$	(12,806	)	$	(751	)
Denominator for basic EPS – weighted average shares	22,495,071			18,949,666			20,889,992			18,853,013
Effect of dilutive securities	—			—			—			—
Denominator for diluted EPS – weighted average shares	22,495,071			18,949,666			20,889,992			18,853,013
Loss per share: basic	$	(0.46	)	$	(0.03	)	$	(0.61	)	$	(0.04	)
Loss per share: diluted	$	(0.46	)	$	(0.03	)	$	(0.61	)	$	(0.04	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The table below details the anti-dilutive items that were excluded in the computation of earnings per share (amounts in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2013	2012	2013	2012
BIA warrant	1,055	698	1,055	698
Plexus warrant	960	535	960	535
Alcentra warrant	329	—	329	—
Stock options	1,613	1,419	1,613	1,419
Totals	3,957	2,652	3,957	2,652

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Condensed Consolidated Statement of Stockholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balance at Dec. 31, 2012	$ 17,039	$ 2	$ 63,207	$ (45,437)	$ (733)
Balance (in shares) at Dec. 31, 2012		19,129,765
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation for options issued	152		152
Share-based compensation for restricted stock issued	293		293
Share-based compensation for restricted stock issued (in shares)		590,585
Shares issued in connection with nLayer earnout	123		123
Shares issued in connection with nLayer earnout (in shares)		50,000
Stock issued in private offering	6,182		6,182
Stock issued in private offering (in shares)		2,060,595
Stock options exercised	38		38
Stock options exercised (in shares)		53,375
Stock issued on debt extinguishment	3,586		3,586
Stock issued on debt extinguishment (in shares)		982,356
Net loss	(12,806)			(12,806)
Change in accumulated foreign currency translation loss	(130)				(130)
Balance at Jun. 30, 2013	$ 14,477	$ 2	$ 73,581	$ (58,243)	$ (863)
Balance (in shares) at Jun. 30, 2013		22,866,676

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ORGANIZATION AND BUSINESS

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS

Organization and Business

Global Telecom & Technology, Inc. (“GTT” or the “Company”) is a Delaware corporation which was incorporated on January 3, 2005. GTT is a premiere cloud network provider delivering simplicity, speed and agility to enterprise, government and carrier customers in approximately 100 countries worldwide. Powered by our global Ethernet and IP backbone, GTT operates one of the most interconnected global networks. GTT’s solutions include cloud networking, high bandwidth IP transit for content delivery and hosting, and network-to-network carrier interconnects.

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K filed on March 19, 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to prevent the information from being misleading. The condensed consolidated financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position and the results of operations. The operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the full fiscal year 2013 or for any other interim period. The December 31, 2012 condensed consolidated balance sheet has been derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP.

There have been no changes in the Company’s significant accounting policies as of June 30, 2013 as compared to the significant accounting policies disclosed in Note 2, “Significant Accounting Policies” in the 2012 Annual Report on Form 10-K.

Use of Estimates and Assumptions

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. 

Accounting for Derivative Instruments

    The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments imbedded in other financial instruments or contracts. The Company also considers the ASC 815 Subtopic 40, Contracts in Entity’s OwnEquity, which provides criteria for determining whether freestanding contracts that are settled in a company’s own stock, including common stock warrants, should be designated as either an equity instrument, an asset or as a liability.

The Company also considers in ASC 815, the guidance for determining whether an equity-linked financial instrument (or embedded feature) issued by an entity is indexed to the entity’s stock, and therefore, qualifying for the first part of the scope exception in paragraph 15-74 of ASC 718, Compensation—Stock Compensation. During the quarter ended June 30, 2013, the Company issued $1.3 million in additional warrants, which is further disclosed in Note 7. During the six months ended June 30, 2013, the warrant liability was marked to market which resulted in a loss of $2.6 million. The warrant liability was $6.2 million and $2.3 million as of June 30, 2013 and December 31, 2012, respectively, which is included in other long-term liabilities.  

Comprehensive Loss

Comprehensive loss consists of net loss and other comprehensive loss. Other comprehensive loss refers to revenues, expenses, gains and losses that are included in comprehensive loss, but that are excluded from net loss. Specifically, foreign currency translation adjustments are included in comprehensive loss and accumulated other comprehensive loss.

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GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

The Company recorded goodwill in the amount of $0.8 million during the quarter ended March 31, 2013 in connection with the IDC acquisition and in accordance with ASC Topic 350, Intangibles—Goodwill and Other. Additionally, $3.1 million of the IDC purchase price was allocated to intangible assets related to customer relationships which are subject to straight-line amortization.

 The Company entered into a sales novation agreement during the quarter ended March 31, 2013, which assigned and transferred to the Company certain service level agreements and all rights under those agreements, as well as certain supply agreements and obligations thereunder. The Company valued the customer relationships from the novation and recorded $1.5 million in intangible assets.

During the quarter ended June 30, 2013, the Company recorded goodwill in the amount of $24.0 million in connection with the Tinet acquisition and in accordance with ASC Topic 350, Intangibles—Goodwill and Other. Additionally, $25.0 million of the Tinet purchase price was allocated to intangible assets related to customer relationships and $0.8 million to the trade name.

In accordance with US GAAP, goodwill and intangible assets with indefinite lives are not amortized, but rather tested for impairment at least annually by comparing the estimated fair values to their carrying values. Acquired trade names are assessed as indefinite lived assets because there is no foreseeable limit on the period of time over which they are expected to contribute cash flows.

The changes in the carrying amount of goodwill for the six months ended June 30, 2013 are as follows (amounts in thousands):

Balance, December 31, 2012	$	49,793
Goodwill associated with the IDC acquisition	764
Goodwill associated with the Tinet acquisition	24,047
Balance, June 30, 2013	$	74,604

The following table summarizes the Company’s intangible assets as of June 30, 2013 and December 31, 2012 (amounts in thousands):

		June 30, 2013
	Amortization Period	Gross Asset Cost		Accumulated Amortization		Net Book Value
Customer contracts	3-7 years	$	56,071	$	10,593	$	45,478
Carrier contracts	1 year	151		151		—
Noncompete agreements	3-5 years	4,331		3,751		580
Software	7 years	4,935		4,753		182
Trade name (non-amortizing)	N/A	800		—		800
		$	66,288	$	19,248	$	47,040

		December 31, 2012
	Amortization Period	Gross Asset Cost		Accumulated Amortization		Net Book Value
Customer contracts	4-7 years	$	26,471	$	6,802	$	19,669
Carrier contracts	1 year	151		151		—
Noncompete agreements	4-5 years	4,331		3,593		738
Software	7 years	4,935		4,439		496
		$	35,888	$	14,985	$	20,903

Amortization expense was $2.6 million and $1.1 million for the three months ended June 30, 2013 and 2012, respectively. Amortization expense was $4.3 million and $1.8 million for the six months ended June 30, 2013 and 2012, respectively.

Estimated amortization expense related to intangible assets subject to amortization at June 30, 2013 in each of the years subsequent to June 30, 2013 is as follows (amounts in thousands):

2013 remaining	$	5,922
2014	11,375
2015	10,031
2016	9,121
2017 and thereafter	9,791
Total	$	46,240

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RECENT ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

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DEBT (Details 1) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
2013 remaining	$ 3,293
2014	6,500
2015	6,500
2016	71,599
Debt and Capital Lease Obligations	$ 87,892	$ 42,829

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ACQUISITIONS (Estimated Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Business Acquisition [Line Items]
2013 remaining	$ 5,922
2014	11,375
2015	10,031
2016	9,121
2017 and thereafter	9,791
Net Book Value	46,240	20,903
Tinet [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
2013 remaining	2,500
2014	5,000
2015	5,000
2016	5,000
2017 and thereafter	6,667
Net Book Value	$ 24,167

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GOODWILL AND INTANGIBLE ASSETS (Details 1) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Gross Asset Cost		$ 35,888
Accumulated Amortization	19,248	14,985
Net Book Value	46,240	20,903
Gross Asset Cost	66,288
Net Book Value	47,040	20,903
Trade Names [Member]
Trade name (non-amortizing)	800
Customer Contracts [Member]
Gross Asset Cost	56,071	26,471
Accumulated Amortization	10,593	6,802
Net Book Value	45,478	19,669
Customer Contracts [Member] | Minimum [Member]
Amortization Period	3 years	4 years
Customer Contracts [Member] | Maximum [Member]
Amortization Period	7 years	7 years
Carrier Contracts [Member]
Amortization Period	1 year	1 year
Gross Asset Cost	151	151
Accumulated Amortization	151	151
Net Book Value	0	0
Noncompete Agreements [Member]
Gross Asset Cost	4,331	4,331
Accumulated Amortization	3,751	3,593
Net Book Value	580	738
Noncompete Agreements [Member] | Minimum [Member]
Amortization Period	3 years	4 years
Noncompete Agreements [Member] | Maximum [Member]
Amortization Period	5 years	5 years
Software [Member]
Amortization Period	7 years	7 years
Gross Asset Cost	4,935	4,935
Accumulated Amortization	4,753	4,439
Net Book Value	$ 182	$ 496

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FAIR VALUE MEASUREMENTS (Details Textual)	6 Months Ended
	Jun. 30, 2013
Fair Value Disclosures [Abstract]
Fair Value Assumptions, Expected Term, Simplified Method	Black-Scholes pricing model
Fair Value Assumptions, Weighted Average Volatility Rate	60.00%
Fair Value Assumptions, Expected Term	3 years
Fair Value Assumptions, Risk Free Interest Rate	0.00%
Fair Value Assumptions, Expected Dividend Rate	0.00%

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LOSS PER SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share [Abstract]
Numerator for basic and diluted EPS – loss available to common stockholders	$ (10,285)	$ (501)	$ (12,806)	$ (751)
Denominator for basic EPS – weighted average shares	22,495,071	18,949,666	20,889,992	18,853,013
Effect of dilutive securities	0	0	0	0
Denominator for diluted EPS – weighted average shares	22,495,071	18,949,666	20,889,992	18,853,013
Loss per share: basic (in dollars per share)	$ (0.46)	$ (0.03)	$ (0.61)	$ (0.04)
Loss per share: diluted (in dollars per share)	$ (0.46)	$ (0.03)	$ (0.61)	$ (0.04)

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Condensed Consolidated Balance Sheets [Parenthetical] (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Allowance for doubtful accounts receivable, current (in dollars)	$ 923	$ 748
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	80,000,000	80,000,000
Common stock, shares, issued	22,866,676	19,129,765
Common stock, shares, outstanding	22,866,676	19,129,765

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DEBT

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

DEBT

DEBT

The following summarizes the debt activity of the Company during the six months ended June 30, 2013 (amounts in thousands):

	Total Debt			Webster Term Loan		Mezzanine Debt		SVB Term Loan			Line of Credit			Subordinated Notes			Promissory Note
Debt obligation as of December 31, 2012	$	42,829		$	—	$	15,481	$	24,500		$	—		$	2,611		$	237
Issuance, net of discount	75,945			65,000		7,151		794			3,000			—			—
Debt discount amortization	240			—		217		—			—			23			—
Payments	(28,573		)	—		—		(25,294		)	(3,000		)	(42		)	(237		)
Extinguishment of debt	(2,549		)	—		—		—			—			(2,549		)	—
Debt obligation as of June 30, 2013	$	87,892		$	65,000	$	22,849	$	—		$	—		$	43		$	—

 Estimated annual commitments for debt maturities net of unamortized discounts are as follows at June 30, 2013 (amounts in thousands): 

	Total Debt
2013 remaining	$	3,293
2014	6,500
2015	6,500
2016	71,599
	$	87,892

Senior Debt

On April 30, 2013, to fund the Company’s acquisition of Tinet, the Company arranged financing with a new senior lender, Webster Bank, N.A. (“Webster”). The Company entered into an agreement (the "Credit Agreement") with Webster that provides for a term loan in the aggregate principal amount of $65.0 million and a revolving line of credit in the aggregate principal amount of $5.0 million.  The obligations of the Company under the Credit Agreement are secured by substantially all of the Company’s tangible and intangible assets. As of June 30, 2013, the Company is in compliance with the reporting and financial covenants stated in the Credit Agreement.

The Term Loan matures on March 31, 2016, unless, on or before December 31, 2015, the maturity date of the mezzanine facility has been extended to (or beyond) September 30, 2018, or repaid in full or refinanced with the written consent of the lenders holding more than 50% of the outstanding obligations  (the “Required Lenders") and replaced with subordinated indebtedness having a maturity date acceptable to the Required Lenders, in which case the maturity date will automatically extend to April 30, 2018.

The Company will repay the Webster term loan in twenty (20) quarterly principal installments with each payment of principal being accompanied by a payment of accrued interest, beginning in September 2013. The interest rate applicable to the Credit Agreement is the higher of LIBOR or 1% plus a margin of 5.5%. As of June 30, 2013, the interest rate was 6.5%.

On April 30, 2013, the Company prepaid in full all indebtedness outstanding under its existing credit facilities with Silicon Valley Bank and terminated the collateral agreements related thereto, including under the syndicated Credit Agreement dated as of May 23, 2012, as amended, by and among the Company and certain of its United States subsidiaries, which consisted of approximately $26.0 million in principal and accrued and unpaid interest, and under the Amended and Restated Loan and Security Agreement dated as of June 29, 2011, as amended, by and among certain of the Company’s foreign subsidiaries, which consisted of approximately $1.5 million in principal and accrued and unpaid interest.  

Mezzanine Debt

On June 6, 2011, the Company entered into a note purchase agreement (the “Purchase Agreement”) with the BIA Digital Partners SBIC II LP (“BIA”).  The Purchase Agreement provided for a total commitment of $12.5 million, of which $7.5 million was immediately funded (the “BIA Notes”).  The BIA Notes were issued at a discount to face value of $0.4 million and the discount is being amortized, into interest expense, over the life of the notes. The remaining $5.0 million of the committed financing was available to be called by the Company on or before August 11, 2011, subject to extension to December 31, 2011 at the sole option of BIA.  On September 19, 2011, BIA agreed to extend the commitment period and funded the Company an additional $1.0 million. The additional funding was issued at a discount to face value of $45,000, due to the warrants issued, and the discount is being amortized, into interest expense, over the life of the notes.

On April 30, 2012, in connection with the nLayer acquisition, the Company entered into an amended and restated note purchase agreement (the "Amended Note Purchase Agreement") with BIA and Plexus Fund II, L.P. (“Plexus”) . The Amended Note Purchase Agreement provided for an increase in the total financing commitment by $8.0 million, of which $6.0 million was immediately funded (the "Plexus Notes"). The Company called on the remaining $2.0 million on December 31, 2012. The funding by Plexus was issued at a total discount to face value of $0.8 million, due to the warrants issued, and the discount is being amortized into interest expense over the life of the notes.

On April 30, 2013, the Company arranged financing through an increase in the Company’s existing mezzanine financing arrangement, in the form of a modification to its existing note purchase agreement (the “Second Amended Note Purchase Agreement”) with BIA and Plexus that expands the amount of borrowing under the Amended Note Purchase Agreement on April 30, 2012 and adds BNY Mellon-Alcentra Mezzanine III, L.P. (“BNY”) as a new note purchaser and lender thereunder (together with BIA and Plexus, the “Note Holders”). The Second Amended Note Purchase Agreement provides for a total financing commitment of $11.5 million, of which $8.5 million was immediately funded (the “BIA Notes” and together with the "Plexus Notes", the “Notes”). The remaining $3.0 million of the committed financing may be called by the Company, subject to certain conditions, on or before December 31, 2013. The additional funding was issued at a discount to face value of $1.3 million, due to the warrants issued, and the discount is being amortized, into interest expense, over the life of the Notes.

The Notes mature on June 6, 2016. The obligations evidenced by the Notes shall bear interest at a rate of 13.5% per annum, of which (i) at least 11.5% per annum shall be payable, in cash, monthly (“Cash Interest Portion”) and (ii) 2.0% per annum shall be, at the Company’s option, paid in cash or paid-in-kind. If the Company achieves certain performance criteria, the obligations evidenced by the Notes shall bear interest at a rate of 12.0% per annum, with a Cash Interest Portion of at least 11.0% per annum.

The obligations of the Company under the Second Amended Note Purchase Agreement are secured by a second lien on substantially all of Company’s tangible and intangible assets. Pursuant to a pledge agreement, dated June 6, 2011, by and between BIA and the Company, the obligations of the Company are also secured by a pledge in all of the equity interests of the Company in its respective United States subsidiaries and a pledge of 65% of the voting equity interests and all of the non-voting equity interests of the Company in its respective non-United States subsidiaries.

Concurrent with entering into the Second Amended Note Purchase Agreement, Webster and the Note Holders entered into an intercreditor and subordination agreement which governs, among other things, ranking and collateral access for the respective lenders.

Warrants

On June 6, 2011, pursuant to the Purchase Agreement, the Company issued to BIA a warrant to purchase from the Company 634,648 shares of the Company’s common stock, at an exercise price equal to $1.144 per share (as adjusted from time to time as provided in the Purchase Agreement). Upon the additional $1.0 million funding, the Company issued to BIA an additional warrant to purchase from the Company 63,225 shares of the Company’s common stock, at an exercise price equal to $1.181 per share.

On April 30, 2012, pursuant to the Amended Note Purchase Agreement, the Company issued to Plexus a warrant to purchase from the Company 535,135 shares of the Company’s common stock at an exercise price equal to $2.208 per share (as adjusted from time to time as provided in the warrant). On December 31, 2012, the Company issued to Plexus an additional warrant to purchase from the Company 178,378 shares of the Company’s common stock, at an exercise price equal to $2.542 per share (as adjusted from time to time as provided in the warrant). Upon a change of control (as defined in the Amended Note Purchase Agreement), the repayment of the Notes prior to the maturity date of the Notes, the occurrence of an event of default under the Notes or the maturity date of the Notes, the holder of the warrant shall have the option to require the Company to repurchase from the holder the warrant and any shares received upon exercise of the warrant and then held by the holder, which repurchase would be at a price equal to the greater of the closing price of the Company’s common stock on such date or a price determined by reference to the Company’s adjusted enterprise value on such date, in each case, with respect to any warrant, less the exercise price per share.

On April 30, 2013, pursuant to the Second Amended Note Purchase Agreement, the Company issued to Plexus a warrant to purchase from the Company 246,911 shares of the Company’s common stock, to BIA a warrant to purchase 356,649 shares of the Company’s common stock, and to BNY a warrant to purchase from the Company 329,214 shares of the Company’s common stock, each at an exercise price equal to $3.306 per share.

The Company evaluated the down round ratchet feature embedded in the warrants and after considering ASC 480, Distinguishing Liabilities from Equity, which establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity, and ASC 815,  Derivatives and Hedging, the Company concluded the warrants should be treated as a derivative and recorded a liability for the original fair value amount of $2.6 million on the respective dates of issuance.  During the six months ended June 30, 2013, the warrant liability was marked to market which resulted in a loss of $2.6 million.  The balance of the warrant liability was $6.2 million as of June 30, 2013, which is included in other long-term liabilities.

Subordinated Notes

On February 8, 2010, the Company completed a financing transaction in which it sold debt and common stock (“February 2010 Units”), resulting in $2.4 million of proceeds to the Company.  The February 2010 Units consisted of $1.5 million in aggregated principal amount of the Company’s subordinated promissory notes due February 8, 2012, and $0.9 million of the Company’s common stock. The subordinated promissory notes were issued at a discount to face value of $0.2 million and the discount is being amortized into interest expense over the life of the Notes. Interest on the subordinated promissory notes accrues at 10% per annum. In May 2011, $1.4 million of the February 2010 Units subordinated notes were amended to mature in four equal installments on March 31, June 30, September 30 and December 31, 2013. The remaining $0.1 million of the February 2010 Units subordinated notes were paid off in February 2012.

On December 31, 2010, the Company completed a financing transaction in which it sold debt and common stock (“December 2010 Units”), resulting in $2.2 million of proceeds to the Company.  The December 2010 Units consisted of $1.1 million in aggregate principal amount of the Company’s subordinated promissory notes due December 31, 2013 and $1.1 million of the Company’s common stock. On February 16, 2011, the Company and the holders of the December 2010 Units amended the offering solely to increase the aggregate principal amount available for issuance, resulting in an additional $0.4 million of proceeds to the Company, consisting of $0.2 million in the aggregate principal amount of the Company’s subordinated promissory notes due December 31, 2013, and $0.2 million of the Company’s common stock.  The subordinated promissory notes were issued at a discount to face value of $0.3 million and the discount is being amortized into interest expense over the life of the Notes. Interest on the subordinated promissory notes accrues at 10% per annum. All accrued interest as of December 31, 2012 was paid.

On March 28, 2013, the Company issued 2,259,617 shares of its common stock in a transaction exempt from registration under the Securities Act of 1933, as amended. The purchase price of the common stock in this private offering was $3.00 per share, representing a 15% discount to the average closing price of the common stock for the 30-day period preceding the closing of the offering. On April 30, 2013, the Company issued 783,334 shares of its common stock for a purchase price of $3.00 per share, representing the average closing price of the stock for that day.

Among the purchasers of the common stock in the private offering on March 28, 2013, were certain of the holders of subordinated promissory notes due 2013, who agreed to accept payment for the principal amount of their notes and the accrued but unpaid interest thereon in the form of common stock. Out of the $2.7 million aggregate principal amount of the Company’s subordinate promissory notes due 2013 outstanding before this private offering, the holders of $2.6 million in aggregate principal amount of the notes accepted common stock in the private offering in full satisfaction of their notes. The Company issued an aggregate of 982,356 shares of common stock to these investors, in payment of the principal amount of their notes and accrued but unpaid interest in the aggregate amount of $0.3 million. The remainder of the common stock issued in the private offering was paid for in cash.

As a result of the 15% discount to the average closing price of the common stock, GTT recorded a loss in the amount of $0.7 million on the 982,356 shares that were issued to extinguish the subordinate promissory notes. In accordance with FASB ASC Section 470-50-40, Derecognition – General, these losses were included in debt extinguishment loss in the condensed consolidated statements of operations for the six months ended June 30, 2013.

The shares of common stock sold in the private offering are restricted securities under the Securities Act of 1933. The Company entered into a Registration Rights Agreement with the purchasers of common stock in the private offering, pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement related to the resale of such common stock by the investors.

The previous balance of the subordinate promissory notes of $2.7 million included $2.3 million due to a related party, Universal Telecommunications, Inc. H. Brian Thompson, the Company’s Executive Chairman of the Board of Directors, is also the head of Universal Telecommunications, Inc., his own private equity investment and advisory firm. Also, included in the previous balance was $0.2 million of the subordinated promissory notes held by officers and directors of the Company.

The remaining total subordinate promissory notes of $43,000 are included in short-term debt as of June 30, 2013. Accrued but unpaid interest was $3,000 as of June 30, 2013.

Promissory Note

As part of the June 2011 acquisition of PacketExchange, the Company assumed a promissory note of approximately $0.7 million. During the quarter ended March 31, 2013, the remaining balance of $0.2 million was paid.

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Condensed Consolidated Statements of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net loss	$ (10,285)	$ (501)	$ (12,806)	$ (751)
Other comprehensive loss:
Change in accumulated foreign currency translation loss	(106)	0	(130)	(143)
Comprehensive loss	$ (10,391)	$ (501)	$ (12,936)	$ (894)

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 5,593	$ 4,726
Accounts receivable, net of allowances of $923 and $748, respectively	23,852	11,003
Deferred contract costs	2,316	1,346
Prepaid expenses and other current assets	2,447	1,877
Total current assets	34,208	18,952
Property and equipment, net	19,880	5,494
Intangible assets, net	47,040	20,903
Other assets	5,570	2,614
Goodwill	74,604	49,793
Total assets	181,302	97,756
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	20,956	12,857
Accrued expenses and other current liabilities	33,278	13,301
Short-term debt	6,542	7,848
Deferred revenue	8,063	6,588
Total current liabilities	68,839	40,594
Long-term debt	81,350	34,981
Deferred revenue	1,729	234
Other long-term liabilities	14,907	4,908
Total liabilities	166,825	80,717
Commitments and contingencies
Stockholders' equity:
Common stock, par value $.0001 per share, 80,000,000 shares authorized, 22,866,676, and 19,129,765 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively	2	2
Additional paid-in capital	73,581	63,207
Accumulated deficit	(58,243)	(45,437)
Accumulated other comprehensive loss	(863)	(733)
Total stockholders' equity	14,477	17,039
Total liabilities and stockholders' equity	$ 181,302	$ 97,756

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ACQUISITIONS (Pro Forma Results) (Details) (Tinet [Member], USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Tinet [Member]
Business Acquisition [Line Items]
Revenue	$ 46,112	$ 44,646	$ 91,648	$ 86,462
Net loss	$ (10,331)	$ (1,538)	$ (10,548)	$ (2,348)
Net loss per share, Basic (in dollars per share)	$ (0.46)	$ (0.08)	$ (0.50)	$ (0.12)
Net loss per share, Diluted (in dollars per share)	$ (0.46)	$ (0.08)	$ (0.50)	$ (0.12)
Weighted average shares outstanding, Basic (in shares)	22,495,071	18,949,666	20,889,992	18,853,013
Weighted average shares outstanding, Diluted (in shares)	22,495,071	18,949,666	20,889,992	18,853,013

XML

DEBT (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

The following summarizes the debt activity of the Company during the six months ended June 30, 2013 (amounts in thousands):

	Total Debt			Webster Term Loan		Mezzanine Debt		SVB Term Loan			Line of Credit			Subordinated Notes			Promissory Note
Debt obligation as of December 31, 2012	$	42,829		$	—	$	15,481	$	24,500		$	—		$	2,611		$	237
Issuance, net of discount	75,945			65,000		7,151		794			3,000			—			—
Debt discount amortization	240			—		217		—			—			23			—
Payments	(28,573		)	—		—		(25,294		)	(3,000		)	(42		)	(237		)
Extinguishment of debt	(2,549		)	—		—		—			—			(2,549		)	—
Debt obligation as of June 30, 2013	$	87,892		$	65,000	$	22,849	$	—		$	—		$	43		$	—

Schedule Of Estimated Annual Commitment For Debt Maturities [Table Text Block]

Estimated annual commitments for debt maturities net of unamortized discounts are as follows at June 30, 2013 (amounts in thousands): 

	Total Debt
2013 remaining	$	3,293
2014	6,500
2015	6,500
2016	71,599
	$	87,892

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RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS (Details Textual) (Idc and Tilnet Acquisitions [Member], USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Idc and Tilnet Acquisitions [Member]
Restructuring charges	$ 7,700

XML

EMPLOYEE SHARE-BASED COMPENSATION BENEFITS (Details Textual) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended		12 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2011 Periodic Vesting [Member]	Jun. 30, 2013 Employees and Consultants [Member]	Jun. 30, 2012 Employees and Consultants [Member]	Jun. 30, 2013 Employees and Consultants [Member]	Jun. 30, 2012 Employees and Consultants [Member]	Dec. 31, 2011 Employee Director Consultant Stock Plan [Member]	Dec. 31, 2006 Employee Director Consultant Stock Plan [Member]	Dec. 31, 2011 Employee Director Consultant Stock Plan [Member] Periodic Vesting [Member]	Dec. 31, 2011 Stock Option 25 [Member]	Dec. 31, 2011 Stock Option 25 [Member] Periodic Vesting [Member]	Dec. 31, 2011 Stock Option 75 [Member]
Stock Issued During Period, Shares, New Issues								3,000,000	3,500,000
Option Description	Options granted under the Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than ten years from the grant date. The options generally vest over four years with 25% of the option shares becoming exercisable one year from the date of grant and the remaining 75% annually or quarterly over the following three years.
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent			100.00%
Share-based Compensation Arrangement by Share-based Payment Award, Term of Award										10 years
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Vested and Expected To Vest, Outstanding, Weighted Average Remaining Contractual Term											4 years		3 years
Share-based Compensation Arrangement by Share-based Payment Award, Annual Vesting Percentage												25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Awards Vesting After Initial Year													75.00%
Share-Based Compensation	$ 445	$ 292		$ 90	$ 52	$ 152	$ 103
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross				306,000	83,000	345,000	456,000
Stock Options Granted Fair Value				$ 571	$ 110	$ 650	$ 500

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FAIR VALUE MEASUREMENTS (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Liabilities:
Warrant liability	$ 6,196	$ 2,288
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrant liability	0
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Warrant liability	0
Fair Value, Inputs, Level 3 [Member]
Liabilities:
Warrant liability	$ 6,196

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FAIR VALUE MEASUREMENTS (Details 1) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 2,288
Issuance of warrants	1,349
Change in fair value of warrant liability	2,559	698
Ending balance	$ 6,196

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EMPLOYEE SHARE-BASED COMPENSATION BENEFITS

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

EMPLOYEE SHARE-BASED COMPENSATION BENEFITS

EMPLOYEE SHARE-BASED COMPENSATION BENEFITS

The Company adopted its 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”) in October 2006. In addition to stock options, the Company may also grant restricted stock or other stock-based awards under the 2006 Plan. The maximum number of shares issuable over the term of the 2006 Plan is limited to 3,500,000 shares.

The Company adopted its 2011 Employee, Director and Consultant Stock Plan (the “2011 Plan”) in June 2011.  In addition to stock options, the Company may also grant restricted stock or other stock-based awards under the 2011 Plan. The maximum number of shares issuable over the term of the 2011 Plan is limited to 3,000,000 shares.  The 2006 Plan will continue according to its terms.

The Plan permits the granting of stock options and restricted stock to employees (including employee directors and officers) and consultants of the Company, and non-employee directors of the Company. Options granted under the Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than ten years from the grant date. The options generally vest over four years with 25% of the option shares becoming exercisable one year from the date of grant and the remaining 75% annually or quarterly over the following three years. The Compensation committee of the Board of Directors, as administrator of the Plan, has the discretion to use a different vesting schedule.

Stock Options

The Company recognized compensation expense for stock options of approximately $90,000 and $52,000 for the three months ended June 30, 2013 and 2012, respectively, and approximately $152,000 and $103,000 for the six months ended June 30, 2013 and 2012, respectively, related to stock options issued to employees and consultants, which is included in selling, general and administrative expense on the accompanying condensed consolidated statements of operations. The Company granted to employees 306,000 and 83,000 stock options with a total fair value of $571,000 and $110,000 during the three months ended June 30, 2013 and 2012, respectively. For the six months ended June 30, 2013 and 2012, the Company granted to employees 345,000 and 456,000 stock options with a total fair value of $650,000 and $500,000, respectively.

Restricted Stock

During the three and six months ended June 30, 2013, the Company granted to certain employees and members of its Board of Directors restricted stock. This includes shares issued to non-employee members of the Company’s Board of Directors who elected to be paid a portion of their annual fees in restricted stock. Total noncash compensation expense is recorded in selling, general and administrative expenses.

Amounts in thousands	Employees		Non-Employee Members of Board  of Directors		Total
Three months ended June 30, 2013
Restricted stock shares granted	449		114		563
Fair value of shares granted	$	1,482	$	436	$	1,918
Restricted stock compensation expense	$	145	$	57	$	202

Amounts in thousands	Employees		Non-Employee Members of Board of Directors		Total
Six months ended June 30, 2013
Restricted stock shares granted	496		124		620
Fair value of shares granted	$	1,645	$	473	$	2,118
Restricted stock compensation expense	$	198	$	95	$	293

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ACQUISITIONS (Details Textual) (USD $)	6 Months Ended		0 Months Ended								0 Months Ended				0 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Feb. 01, 2013 IDC [Member] facility client	Mar. 31, 2013 IDC [Member]	Feb. 28, 2013 IDC [Member]	Mar. 31, 2013 IDC [Member] Customer Relationships [Member]	Jun. 30, 2013 Tinet [Member]	Apr. 30, 2013 Tinet [Member]	Jun. 30, 2013 Tinet [Member] Trade Names [Member]	Apr. 30, 2013 Tinet [Member] Trade Names [Member]	Apr. 30, 2013 Tinet [Member] Customer Relationships [Member]	Jun. 30, 2013 Tinet [Member] Customer Relationships [Member]	Apr. 30, 2013 Tinet [Member] Webster Term Loan [Member]	Apr. 30, 2013 Tinet [Member] Line of Credit [Member] Revolving Credit Facility [Member]	Apr. 30, 2013 Tinet [Member] Inteliquent [Member]
Business Acquisition [Line Items]
Number of Facilities Acquired			2
Number of Clients Acquired			100
Business Acquisition, Percentage Of Voting Interests Acquired					100.00%
Business Acquisition, Cost Of Acquired Entity, Purchase Price					$ 4,600,000
Payments to Acquire Businesses, Gross															52,500,000
Business Combination, Contingent Consideration, Term of Services															3 years
Business Acquisition, Contingent Consideration, at Fair Value															2,000,000
Debt Instrument, Face Amount													65,000,000	5,000,000
Acquired Finite-lived Intangible Asset, Amount						3,100,000					25,000,000	25,000,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life											5 years
Acquired Indefinite-lived Intangible Asset, Amount									800,000	800,000
Amortization of Acquired Intangible Assets	1,000,000
Goodwill	$ 74,604,000	$ 49,793,000	$ 764,000	$ 800,000			$ 24,000,000	$ 24,047,000

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DEBT (Details Textual) (USD $)	3 Months Ended		6 Months Ended		0 Months Ended			1 Months Ended		0 Months Ended		12 Months Ended	0 Months Ended	6 Months Ended		6 Months Ended								0 Months Ended			6 Months Ended				3 Months Ended						0 Months Ended		1 Months Ended	6 Months Ended	12 Months Ended							3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Apr. 30, 2013 Private Offering [Member]	Mar. 28, 2013 Private Offering [Member]	Apr. 30, 2013 Bia Warrant [Member]	Jun. 30, 2011 Bia Warrant [Member]	Jun. 06, 2011 Bia Warrant [Member]	Apr. 30, 2013 Plexus Warrant [Member]	Apr. 30, 2012 Plexus Warrant [Member]	Dec. 31, 2012 Plexus Warrant [Member]	Apr. 30, 2013 BNY Warrant [Member]	Jun. 30, 2013 Warrant [Member]	Apr. 30, 2013 Warrant [Member]	Jun. 30, 2013 Note [Member]	Sep. 19, 2011 Note [Member]	Jun. 06, 2011 Note [Member]	Jun. 30, 2013 Note [Member] Cash [Member]	Jun. 30, 2013 Note [Member] Cash Or Payable In Kind [Member]	Jun. 30, 2013 Note [Member] Performance Criteria [Member]	Jun. 30, 2013 Note [Member] Performance Criteria Cash [Member]	Jun. 06, 2011 Note Immediately [Member]	Apr. 30, 2013 Credit Agreement May 2012 [Member]	Apr. 30, 2013 Amended and Restated Loan and Security Agreement June 2011 [Member]	Apr. 30, 2013 Senior Debt [Member]	Jun. 30, 2013 Senior Debt [Member]	Apr. 30, 2013 Senior Debt [Member] Tinet [Member]	Jun. 30, 2013 Line of Credit [Member] Note [Member]	Apr. 30, 2013 Line of Credit [Member] Revolving Credit Facility [Member] Tinet [Member]	Jun. 30, 2013 Amended Note Purchase [Member]	Apr. 30, 2013 Amended Note Purchase [Member]	Dec. 31, 2012 Amended Note Purchase [Member]	Apr. 30, 2012 Amended Note Purchase [Member]	Apr. 30, 2013 Amended Note Purchase [Member] Note Immediately [Member]	Apr. 30, 2012 Amended Note Purchase [Member] Note Immediately [Member]	Apr. 30, 2013 Term Loan [Member]	Apr. 30, 2012 Term Loan [Member]	Feb. 28, 2010 Subordinated Notes [Member]	Jun. 30, 2013 Subordinated Notes [Member]	Dec. 31, 2012 Subordinated Notes [Member]	Dec. 31, 2010 Subordinated Notes [Member]	May 31, 2011 Subordinated Notes [Member]	Feb. 28, 2011 Subordinated Notes [Member]	Feb. 08, 2010 Subordinated Notes [Member]	Jun. 30, 2013 Subordinated Notes [Member] Related Party [Member]	Jun. 30, 2013 Subordinated Notes [Member] Officers and Directors [Member]	Jun. 30, 2013 Subordinated Promissory Notes Due December 31, 2013 [Member]	Jun. 06, 2011 Subordinated Promissory Notes Due December 31, 2013 [Member]	Jun. 30, 2013 Subordinated Promissory Note Included In Long Term Debt [Member]
Debt Instrument, Face Amount																												$ 65,000,000		$ 5,000,000																			$ 700,000
Debt Instrument, Portion of Outstanding Obligations Required for Replacement																										50.00%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum																										1.00%
Debt Instrument, Basis Spread on Variable Rate																										5.50%
Debt Instrument, Interest Rate At Period End																13.50%			11.50%	2.00%	12.00%	11.00%					6.50%
Extinguishment of Debt, Amount			2,549,000																					26,000,000	1,500,000		0													2,549,000
Debt Instrument, Maximum Borrowing Capacity																		12,500,000														11,500,000		8,000,000
Cash consideration paid																							7,500,000												8,500,000	6,000,000
Debt Discounted During Period																		400,000
Debt Instrument, Remaining Borrowing Capacity																		5,000,000
Note Borrower Additional Fund Value									1,000,000																				1,000,000
Note Borrower Additional Fund Discount Value																	45,000
Debt Instrument Face Value To Be Called																															3,000,000		2,000,000
Debt Instrument, Increase (Decrease) For Period, Net																																					1,300,000	800,000
Debt Instrument, Maturity Date																Jun. 06, 2016
Voting Equity Interest Pledge																															65.00%
Warrants Issued To Purchase Common Stock							356,649	634,648		246,911	535,135		329,214
Common Stock Purchase Price Per Share					$ 3.00	$ 3.00			$ 1.144		$ 2.208				$ 3.306
Additional Warrants Issued To Purchase Common Stock								63,225				178,378
Common Stock On Additional Purchase Price Per Share									$ 1.181			$ 2.542
Derivative Liabilities		2,600,000		2,600,000
Gain (Loss) On Mark To Market Warrant Liability			(2,600,000)											(2,600,000)
Line Of Credit Facility, Amount Outstanding														6,200,000
Proceeds From Issuance Of Common Stock																																							2,400,000			2,200,000
Junior Subordinated Notes																																								2,700,000		1,100,000	1,400,000	200,000	1,500,000	2,300,000	200,000
Common Stock Waived																																												200,000	900,000
Subordinated Notes Discounted Value																																												300,000	200,000
Debt Instrument, Interest Rate, Stated Percentage																																												10.00%	10.00%
Repayments Of Subordinated Short-Term Debt																																									100,000
Repayments Of Subordinated Debt			42,000	105,000																																						1,100,000						200,000
Stock Issued During Period, Shares, New Issues					783,334	2,259,617																																										982,356
Common Stock Share Price, Discount Percentage						15.00%
Common Stock Share Price, Average Price Measurement Period						30 days
Subordinated Promissory Notes																																																2,600,000		43,000
Interest Payable																																																300,000		3,000
Gains (Losses) On Extinguishment Of Debt	$ 0	$ 0	$ (706,000)	$ 0																																												$ (700,000)

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RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS

6 Months Ended

Jun. 30, 2013

Restructuring and Related Activities [Abstract]

RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS

RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS

During the six months ended June 30, 2013, the Company incurred costs associated with executing and closing the IDC and Tinet acquisition, including payroll and employee severance costs, professional fees, termination costs associated with network grooming, and travel expenses. During the six months ended June 30, 2013, the Company incurred $7.7 million in costs associated with executing and closing the IDC and Tinet acquisition.

The restructuring charges and accruals established by the Company, and activities related thereto, are summarized as follows for the six months ended June 30, 2013 (amounts in thousands):

	Charges Net of Reversals		Cash Payments		Total
Balance, December 31, 2012	$	—	$	—	$	—
Employment costs	4,600		3,370		1,230
Professional fees	1,565		1,157		408
Integration expenses	1,282		345		937
Travel and other expenses	230		193		37
Balance, June 30, 2013	$	7,677	$	5,065	$	2,612

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements, as it relates to financial assets and financial liabilities. ASC 820 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America and expands disclosures about fair value measurements. ASC 820 applies under other previously issued accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described as follows:

• Level 1- Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

• Level 2- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

• Level 3- Inputs that are unobservable for the asset or liability.

The following section describes the valuation methodologies that we used to measure financial instruments at fair value.

The Company considers the valuation of its warrant liability as a Level 3 liability based on unobservable inputs. The Company uses the Black-Scholes pricing model to measure the fair value of the warrant liability. The model required the input of highly subjective assumptions including volatility of 60%, expected term of 3 years, risk-free interest rate of 0% and a dividend yield of 0%.

The following table presents the liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 30, 2013 (amounts in thousands):

	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability	$	—	$	—	$	6,196	$	6,196

Rollforward of Level 3 liabilities are as follows (amounts in thousands):

Balance, December 31, 2012	$	2,288
Issuance of warrants	1,349
Change in fair value of warrant liability	2,559
Balance, June 30, 2013	$	6,196

The carrying amounts of cash equivalents, investments, receivables, accounts payable, and accrued expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The fair value of notes payable is determined using current applicable rates for similar instruments as of the balance sheet date and approximates the carrying value of such debt.

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net loss	$ (12,806)	$ (751)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	6,745	2,728
Shared-based compensation	445	292
Debt discount amortization	240	139
Change in fair value of warrant liability	2,559	698
Loss on debt extinguishment	706	0
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable, net	(1,241)	354
Deferred contract costs	(998)	183
Prepaid expenses and other current assets	5,623	1,101
Other assets	(2,507)	(1,778)
Accounts payable	2,870	(3,515)
Accrued expenses and other current liabilities	(1,698)	(1,372)
Deferred revenue and other long-term liabilities	2,475	391
Net cash provided by (used in) operating activities	2,413	(1,530)
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired	(51,884)	(12,000)
Purchase of customer list	(1,502)	0
Purchases of property and equipment	(998)	(215)
Net cash used in investing activities	(54,384)	(12,215)
Cash flows from financing activities:
Principal payments on promissory note	(237)	(236)
Repayment of line of credit, net	0	(3,100)
Repayment of term loan	(25,294)	(1,000)
Issuance of term loan	65,794	14,500
Issuance of mezzanine debt, net of discount	7,151	5,436
Payment of subordinate notes payable	(42)	(105)
Exercise of stock options	38	3
Stock issued in private offering	6,182	0
Net cash provided by financing activities	53,592	15,498
Effect of exchange rate changes on cash	(754)	(39)
Net increase in cash and cash equivalents	867	1,714
Cash and cash equivalents at beginning of period	4,726	3,249
Cash and cash equivalents at end of period	5,593	4,963
Supplemental disclosure of cash flow information:
Cash paid for interest	2,613	1,595
Supplemental disclosure of noncash investing and financing activities:
Fair value of Tinet assets acquired (Note 3)	59,925	0
Exchange of subordinated notes for equity	2,880	0
Measurement period adjustment related to PacketExchange acquisition	0	744
Adjustment related to August 2010 sales novations	0	2,885
Shares issued in connection with nLayer earnout	$ 123	$ 0

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GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
2013 remaining	$ 5,922
2014	11,375
2015	10,031
2016	9,121
2017	9,791
Net Book Value	$ 46,240	$ 20,903

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ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2013

Business Acquisition [Line Items]

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Estimated amortization expense related to intangible assets subject to amortization at June 30, 2013 in each of the years subsequent to June 30, 2013 is as follows (amounts in thousands):

2013 remaining	$	5,922
2014	11,375
2015	10,031
2016	9,121
2017 and thereafter	9,791
Total	$	46,240

IDC [Member]

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation [Table Text Block]

The following table summarizes the purchase price and the assets acquired and liabilities assumed as of the acquisition date at estimated fair value:

	Amounts in thousands
Purchase Price:
Cash consideration paid	$	3,593
Fair value of liabilities assumed	1,338
Total consideration	$	4,931
Purchase Price Allocation:
Acquired Assets
Current assets	$	187
Property and equipment	798
Other assets	82
Intangible assets	3,100
Total fair value of assets acquired	4,167
Goodwill	764
Total consideration	$	4,931

Tinet [Member]

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation [Table Text Block]

The following table summarizes the purchase price and the assets acquired and liabilities assumed as of the acquisition date at estimated fair value:

	Amounts in thousands
Purchase Price:
Cash consideration paid	$	49,158
Liabilities assumed
Accounts payable	4,179
Accrued expenses and other current liabilities	20,607
Deferred revenue	2,443
Other long-term liabilities	7,585
Total fair value of liabilities assumed	34,814
Total consideration	$	83,972
Purchase Price Allocation:
Acquired Assets
Accounts receivable	$	11,601
Prepaid expenses	1,137
Other current assets	5,101
Property and equipment	15,004
Other assets	1,282
Intangible assets	25,800
Total fair value of assets acquired	59,925
Goodwill	24,047
Total consideration	$	83,972

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Estimated amortization expense related to customer relationships created as a result of the Tinet acquisition for each of the years subsequent to June 30, 2013 is as follows (amounts in thousands):

2013 remaining	$	2,500
2014	5,000
2015	5,000
2016	5,000
2017 and thereafter	6,667
Total	$	24,167

Business Acquisition, Pro Forma Information [Table Text Block]

The unaudited pro forma results of operations do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities.

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Amounts in thousands, except per share data
Revenue	$	46,112		$	44,646		$	91,648		$	86,462
Net loss	$	(10,331	)	$	(1,538	)	$	(10,548	)	$	(2,348	)
Net loss per share:
Basic	$	(0.46	)	$	(0.08	)	$	(0.50	)	$	(0.12	)
Diluted	$	(0.46	)	$	(0.08	)	$	(0.50	)	$	(0.12	)
Basic	22,495,071			18,949,666			20,889,992			18,853,013
Diluted	22,495,071			18,949,666			20,889,992			18,853,013

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INCOME TAXES

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Valuation allowances are recorded against deferred tax assets when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. The scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies are evaluated in determining whether it is more likely than not that deferred tax assets will be realized.

The Company and certain of its subsidiaries file income tax returns in the U.S. Federal jurisdiction, various states and foreign jurisdictions. The Company’s foreign jurisdictions are primarily the United Kingdom and Germany.

A valuation allowance has been recorded against the Company’s deferred tax assets to the extent those assets are not offset by deferred tax liabilities which have a structural certainty of reversal or those assets that cannot be realized against prior period taxable income.

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EMPLOYEE SHARE-BASED COMPENSATION BENEFITS (Tables)

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

Total noncash compensation expense is recorded in selling, general and administrative expenses.

Amounts in thousands	Employees		Non-Employee Members of Board  of Directors		Total
Three months ended June 30, 2013
Restricted stock shares granted	449		114		563
Fair value of shares granted	$	1,482	$	436	$	1,918
Restricted stock compensation expense	$	145	$	57	$	202

Amounts in thousands	Employees		Non-Employee Members of Board of Directors		Total
Six months ended June 30, 2013
Restricted stock shares granted	496		124		620
Fair value of shares granted	$	1,645	$	473	$	2,118
Restricted stock compensation expense	$	198	$	95	$	293

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GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The changes in the carrying amount of goodwill for the six months ended June 30, 2013 are as follows (amounts in thousands):

Balance, December 31, 2012	$	49,793
Goodwill associated with the IDC acquisition	764
Goodwill associated with the Tinet acquisition	24,047
Balance, June 30, 2013	$	74,604

Schedule of Finite-Lived Intangible Assets [Table Text Block]

The following table summarizes the Company’s intangible assets as of June 30, 2013 and December 31, 2012 (amounts in thousands):

		June 30, 2013
	Amortization Period	Gross Asset Cost		Accumulated Amortization		Net Book Value
Customer contracts	3-7 years	$	56,071	$	10,593	$	45,478
Carrier contracts	1 year	151		151		—
Noncompete agreements	3-5 years	4,331		3,751		580
Software	7 years	4,935		4,753		182
Trade name (non-amortizing)	N/A	800		—		800
		$	66,288	$	19,248	$	47,040

		December 31, 2012
	Amortization Period	Gross Asset Cost		Accumulated Amortization		Net Book Value
Customer contracts	4-7 years	$	26,471	$	6,802	$	19,669
Carrier contracts	1 year	151		151		—
Noncompete agreements	4-5 years	4,331		3,593		738
Software	7 years	4,935		4,439		496
		$	35,888	$	14,985	$	20,903

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Estimated amortization expense related to intangible assets subject to amortization at June 30, 2013 in each of the years subsequent to June 30, 2013 is as follows (amounts in thousands):

2013 remaining	$	5,922
2014	11,375
2015	10,031
2016	9,121
2017 and thereafter	9,791
Total	$	46,240

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 14, 2013
Entity Registrant Name	Global Telecom & Technology, Inc.
Entity Central Index Key	0001315255
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	gtlt
Entity Common Stock, Shares Outstanding		22,910,426
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

XML

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

The following table presents the liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 30, 2013 (amounts in thousands):

	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability	$	—	$	—	$	6,196	$	6,196

Fair Value Liabilities Roll Forward [Table Text Block]

Rollforward of Level 3 liabilities are as follows (amounts in thousands):

Balance, December 31, 2012	$	2,288
Issuance of warrants	1,349
Change in fair value of warrant liability	2,559
Balance, June 30, 2013	$	6,196