0001445305-13-002142.txt : 20130814 0001445305-13-002142.hdr.sgml : 20130814 20130814131548 ACCESSION NUMBER: 0001445305-13-002142 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130814 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130814 DATE AS OF CHANGE: 20130814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Telecom & Technology, Inc. CENTRAL INDEX KEY: 0001315255 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 202096338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35965 FILM NUMBER: 131036592 BUSINESS ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: (703) 442-5500 MAIL ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Mercator Partners Acquisition Corp. DATE OF NAME CHANGE: 20050124 8-K 1 a8-kq22013.htm GLOBAL TELECOM & TECHNOLOGY, INC. 8-K 8-K Q2 2013




UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________________

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): August 14, 2013
 
Global Telecom & Technology, Inc.
 
 
(Exact Name of Registrant as Specified in its Charter)
 

Delaware
 
000-51211
 
20-2096338
(State or Other
Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

 
8484 Westpark Drive
Suite 720
McLean, Virginia 22102
 
 
(Address of principal executive offices) (Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (703) 442-5500
 
 
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 2.02.
Results of Operations and Financial Condition

On August 14, 2013, Global Telecom & Technology, Inc. issued a press release relating to, among other things, second quarter 2013 financial results. This press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated by reference as set forth in full.

The information contained in this Item 2.02 and in the accompanying exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits
(d)      Exhibits
 
 
 
Exhibit
 
 
Number
 
Description
 
 
 
99.1
 
Press Release dated August 14, 2013.

SIGNATURES


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

Date:
August 14, 2013
 
 
 
 
 
 
 
 
 
 
GLOBAL TELECOM & TECHNOLOGY, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Michael R. Bauer
 
 
 
 
Michael R. Bauer
 
 
 
 
Chief Financial Officer







EXHIBIT INDEX

Exhibit
Number
 
Description
 
 
 
99.1
 
Press Release dated August 14, 2013.



EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit 99.1


GTT Reports Second Quarter 2013 Financial Results

Revenue Increased 46% to $39.7 Million

Adjusted EBITDA Increased 55% to $5.1 Million

McLean, VA., August 14, 2013 - GTT (NYSE MKT: GTT), the premier cloud network provider to clients in 100 countries worldwide, announced today financial results for the quarter ended June 30, 2013. Highlights include:

Increased Revenue by 46 percent to $39.7 million as compared to $27.2 million in the second quarter of 2012; and
Increased Adjusted EBITDA* by 55 percent to $5.1 million compared to $3.3 million in the second quarter of 2012; and
Acquired Tinet in April 2013, further accelerating GTT’s growth strategy to scale the business worldwide.

* See “Annex A: Non-GAAP Financial Information—Adjusted EBITDA” for more information regarding the computation of Adjusted EBITDA.

“GTT posted another strong quarter of financial results and closed on a strategic acquisition,” said Richard D. Calder Jr., President and Chief Executive Officer. “Revenue grew 46 percent and Adjusted EBITDA grew 55 percent year-over-year.”

“We are well along with the integration of our latest acquisition. We can leverage the combined strength of our expanded service portfolio and network assets to deliver high performance network services to our customers throughout North America, Europe and Asia. As a Tier 1 network provider, GTT is focused on delivering the fastest and most reliable Ethernet Wide-Area-Network (WAN), and IP Transit services to multinational enterprises and carriers around the world.”

“GTT’s second quarter results demonstrate the successful execution of our growth strategy,” stated Michael R. Bauer, Chief Financial Officer. “Sequentially, Revenue grew 50 percent and Adjusted EBITDA grew 42 percent compared to the first quarter of this year. In the third quarter, we look forward to continued top- and bottom-line growth as we realize a full quarter of contribution from the Tinet acquisition and continue to execute our growth strategy.”

Conference Call Information
GTT will hold a conference call on Wednesday, August 14, 2013 at 10:00 a.m. Eastern Time to discuss its results for the quarter ended June 30, 2013. To participate in the live conference call, interested parties may dial +1.888.417.8533 or +1.719.325.2494 and enter passcode 7087722. A simultaneous live webcast of the call will be available over the Internet at www.gt-t.net, under the Investor Relations section of the site. A replay of the call will be available for one



month. Interested parties can access the replay by dialing 1.888.203.1112 or +1.719.457.0820 and using the passcode 7087722. In addition, a replay of the webcast will be available on GTT’s website at www.gt-t.net.

About GTT
GTT is the premier cloud network provider to the world. Powered by our global Ethernet and IP backbone, GTT operates the most interconnected network on the globe. With 15 years of proven experience, GTT delivers simplicity, speed and agility, with an absolute client focus. For more information visit the GTT website at www.gt-t.net.

Forward-Looking Statements
This release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect the current views of Global Telecom & Technology, Inc., with respect to current events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “could,” “should,” and “continue” or similar words. These forward-looking statements may also use different phrases. From time to time, Global Telecom & Technology, Inc., which we refer to as “we”, “us” or “our” and in some cases, “GTT” or the “Company”, also provides forward-looking statements in other materials GTT releases to the public or files with the United States Securities & Exchange Commission (“SEC”), as well as oral forward-looking statements. You should consult any further disclosures on related subjects in our quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. Such forward-looking statements are and will be subject to many risks, uncertainties and factors relating to our operations and the business environment that may cause our actual results to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause GTT’s actual results to differ materially from these forward-looking statements include, but are not limited to, the following: our ability to obtain capital; our ability to develop and market new products and services that meet customer demands and generate acceptable margins; our reliance on several large customers; our ability to negotiate and enter into acceptable contract terms with our suppliers; our ability to attract and retain qualified management and other personnel; competition in the industry in which we do business; failure of the third-party communications networks on which we depend; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which we are engaged; our ability to maintain our databases, management systems and other intellectual property; our ability to maintain adequate liquidity and produce sufficient cash flow to fund our capital expenditures and debt service; technological developments and changes in the industry; our ability to complete acquisitions or divestitures and to integrate any business or operation acquired; our ability to overcome significant operating losses; and general economic conditions. Additional information concerning these and other important factors can be found under the heading "Risk Factors" in GTT's annual and quarterly reports filed with the Securities and Exchange Commission including, but not limited to, its Annual Report on Form 10-K. Statements in this release should be evaluated in light of these important factors.


2



Global Telecom & Technology, Inc.
Condensed Consolidated Statements of Operations
(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 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
)


 

 

 

Provision for (benefit from) 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



3



Global Telecom & Technology, Inc.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except for share and per share data)

 
June 30, 2013
 
December 31, 2012
 
 
 
 
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


4



ANNEX A: Non-GAAP Financial Information

Adjusted EBITDA

Adjusted EBITDA represents operating income before depreciation and amortization on a non-GAAP (accounting principles generally accepted in the United States of America) combined basis for the periods presented, and adjusted to exclude certain one-time expenses including costs associated with employee terminations and other non-recurring items and non-cash compensation. GTT presents Adjusted EBITDA as a supplemental measure of GTT’s performance. GTT also presents Adjusted EBITDA because GTT believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry and in measuring the ability of issuers to meet debt service obligations.

In evaluating Adjusted EBITDA, you should be aware that in the future GTT may incur expenses similar to the adjustments in this presentation. GTT’s presentation of Adjusted EBITDA should not be construed as an inference that GTT’s future results will be unaffected by unusual or non-recurring items. Adjusted EBITDA is not a measurement of GTT’s financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP.

The following is a reconciliation of Adjusted EBITDA to operating income (amounts in thousands):


Three Months Ended
 
Six Months Ended

June 30, 2013
 
June 30, 2012
 
June 30, 2013
 
June 30, 2012
Operating income
$
(6,935
)
 
$
871

 
$
(6,161
)
 
$
2,256

Depreciation and amortization
4,350

 
1,590

 
6,745

 
2,728

Restructuring costs, employee termination and other items
7,435

 
701

 
7,677

 
701

Non-cash compensation
292

 
148

 
445

 
292

Adjusted EBITDA
$
5,142

 
$
3,310

 
$
8,706

 
$
5,977



For GTT media inquiries, please contact:
Ann Rote
1.703.677.9941
ann.rote@gt-t.net

For GTT investor relations inquiries, please contact:
Nazir Rostom
1.703.442.5586
nazir.rostom@gt-t.net



# # # end # # #


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