424B3 1 w78956ce424b3.htm 424B3 e424b3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-148650
PROSPECTUS SUPPLEMENT
to
PROSPECTUS DATED February 8, 2008
     The attached Current Report on Form 8-K dated March 24, 2010 was filed by the registrant with the Securities and Exchange Commission, and should be read in conjunction with the Prospectus dated February 8, 2008.
The date of this Prospectus Supplement is June 28, 2010.

 


 

 
 
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): March 24, 2010 (March 23, 2010)
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)   (I.R.S. Employer
Identification No.)
8484 Westpark Drive
Suite 720
McLean, VA 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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Item 2.02. Results of Operations and Financial Condition
On March 23, 2010, Global Telecom & Technology, Inc. issued a press release relating to, among other things, fourth quarter and full year 2009 financial results. This press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated by reference as if 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 March 23, 2010.

 


 

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: March 23, 2010
         
  GLOBAL TELECOM & TECHNOLOGY, INC.
 
 
  By:   /s/ Chris McKee    
    Chris McKee   
    Secretary and General Counsel   
 

 


 

EXHIBIT INDEX
     
Exhibit    
Number   Description
 
   
99.1
  Press Release dated March 23, 2010.

 


 

Exhibit 99.1
Global Telecom & Technology Reports Fourth Quarter and Full Year 2009 Results
Generates Revenue of $64.2 Million and Doubles Adjusted EBITDA to $4.2 Million for the Year
Completes Acquisition of WBS Connect
MCLEAN, Va.—(BUSINESS WIRE)—March 23, 2010—Global Telecom & Technology, Inc. (“GTT”), (OTCBB:GTLT), a leading global network integrator that provides its clients with a broad portfolio of wide-area network, dedicated Internet access and managed data services, announced today results for the fourth quarter and year ended December 31, 2009. Highlights include:
    Revenue totaled $64.2 million as compared to $67.0 million for 2008. Revenue was negatively impacted by the substantial weakening of the Euro and British Pound Sterling to the U.S. Dollar since 2008. Adjusted for currency effects, revenue increased approximately 2% over 2008.
 
    Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”)* doubled quarter-over-quarter and year-over-year. Fourth quarter 2009 increased to $1.2 million compared to $0.6 million in the fourth quarter of 2008. Full year 2009 increased to $4.2 million compared to $2.0 million in 2008.
 
    Acquisition of WBS Connect LLC completed on December 16, 2009, resulted in the addition of over 400 customers and a broader dedicated Internet access and Ethernet product suite.
 
    Net income of $0.5 million, or $0.03 per share for the full year 2009.
 
*   See “Annex A: Non-GAAP Financial Information—Adjusted EBITDA” for more information regarding the computation of Adjusted EBITDA.
“With $16.4 million in revenue and $1.2 million in Adjusted EBITDA, the fourth quarter was a solid finish to what was a strong year for GTT,” stated Richard D. Calder, Jr., president and chief executive officer. “We have continued to generate improving financial results, with our Adjusted EBITDA continuing on a steady sequential incline and doubling the amount we reported for both the fourth quarter and full year in 2008.

 


 

“With our acquisition of WBS Connect completed in the fourth quarter, we have achieved a significant milestone in our strategy to scale our business and create operational leverage. The addition of WBS’s network assets also expanded our capability to offer a broader suite of dedicated Internet access and Ethernet services, providing the opportunity to attract new customers and cross-sell into our existing customer base. We have made excellent progress integrating WBS since closing the transaction, and are pleased to see strong contributions to our new sales, including recently announced dedicated Internet access deals with Telx and other large Ethernet transport installations.”
“During the past two years, GTT has produced growing Adjusted EBITDA results,” said Eric Swank, chief financial officer. “This continuous improvement in our cost controls and operational efficiencies has provided us with the capital and credit that is funding our acquisitions. This improvement is enabled by GTT’s operational platform – an experienced global sales force, exceptional global customer and network operations teams, and a proprietary Client Management Database (CMD) integrated support system – which also positions us further to scale our business.
“To that end, our previously announced and pending acquisition of assets from Global Capacity has received FCC approval and continues to move toward closure upon receipt of final customer and vendor consents. We believe these assets are an excellent complement to our existing business and can further demonstrate the power of our operating platform in our drive to build a larger, more profitable company.”
Conference Call Information
GTT will hold a conference call on Wednesday, March 24, 2010 at 8:30 a.m. Eastern Time (5:30 a.m. PT) to discuss its results for the fourth quarter and full year 2009. To participate in the live conference call, interested parties may dial 1.888.378.4353 or +1.719.457.2677 and enter passcode 1311014. 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 call replay by dialing 1.888.203.1112 or +1.719.457.0820 and using the passcode 1311014. In addition, a replay of the webcast will be available on GTT’s website at www.gt-t.net.
About GTT
GTT is a global network integrator providing a broad portfolio of Wide-Area Network (WAN), Dedicated Internet Access and Managed Data Services. With over 800 supplier relationships worldwide, GTT combines multiple networks and technologies such as traditional OC-x, MPLS and Ethernet, to deliver cost-effective solutions specifically designed for each client’s unique requirements. GTT enhances its client performance through its proprietary Client Management Database (CMD), providing customers with an integrated support system for all of their services. GTT is committed to providing comprehensive solutions, project management and 24x7 global operations support.
Headquartered in McLean, Virginia, GTT has offices in London, Dusseldorf, and Denver and provides services to more than 700 enterprise, government, and carrier clients in over 80 countries, worldwide. For more information visit the GTT website at 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 divestures 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.

 


 

Global Telecom & Technology, Inc.
Consolidated Balance Sheets

(Amounts in thousands, except for share and per share data)
                 
    December 31, 2009     December 31, 2008  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 5,548     $ 5,785  
Accounts receivable, net
    9,389       8,687  
Deferred contract costs
    454       1,226  
Prepaid expenses and other current assets
    937       853  
 
           
 
               
Total current assets
    16,328       16,551  
 
               
Property and equipment, net
    2,235       1,303  
Intangible assets, net
    7,613       4,051  
Other assets
    429       692  
Goodwill
    29,156       22,000  
 
           
 
               
Total assets
  $ 55,761     $ 44,597  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 12,204     $ 13,284  
Accrued expenses and other current liabilities
    11,372       5,300  
Short-term debt
    12,463        
Deferred revenue
    6,112       3,961  
 
           
 
               
Total current liabilities
    42,151       22,545  
 
               
Long-term debt
    244       8,796  
Deferred revenue and other long-term liabilities
    352       1,126  
 
           
 
               
Total liabilities
    42,747       32,467  
 
           
 
               
Commitments and contingencies
               
 
               
Stockholders’ equity:
               
Common stock, par value $.0001 per share, 80,000,000 shares authorized, 15,472,912, and 14,942,840 shares issued and outstanding as of December 31 ,2009 and 2008, respectively
    2       1  
Additional paid-in capital
    58,710       57,584  
Accumulated deficit
    (45,499 )     (45,953 )
Accumulated other comprehensive income (loss)
    (199 )     498  
 
           
 
               
Total stockholders’ equity
    13,014       12,130  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 55,761     $ 44,597  
 
           

 


 

Global Telecom & Technology, Inc.
Consolidated Statements of Operations

(Amounts in thousands, except for share and per share data)
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
    2009     2008     2009     2008  
Revenue:
                               
Telecommunications services sold
  $ 16,353     $ 16,533     $ 64,221     $ 66,974  
 
                               
Operating expenses:
                               
Cost of telecommunications services provided
    11,499       11,997       45,868       47,568  
Selling, general and administrative expense
    3,743       3,974       14,684       18,197  
Impairment of goodwill and intangibles
                      41,854  
Restructuring costs, employee termination and non-recurring items
    641             641        
Depreciation and amortization
    386       399       1,733       2,211  
 
                       
 
                               
Total operating expenses
    16,269       16,370       62,926       109,830  
 
                       
 
                               
Operating income (loss)
    84       163       1,295       (42,856 )
 
                               
Other income (expense):
                               
Interest income (expense), net
    (198 )     (179 )     (849 )     (781 )
Other income (expense), net
    (65 )     (29 )     24       (28 )
 
                       
Total other expense, net
    (263 )     (208 )     (825 )     (809 )
 
                       
 
                               
Income (loss) before income taxes
    (179 )     (45 )     470       (43,665 )
 
                               
Provision for (benefit from) income taxes
    35       (403 )     16       (1,291 )
 
                       
 
                               
Net income (loss)
  $ (214 )   $ 358     $ 454     $ (42,374 )
 
                       
 
                               
Net income (loss) per share:
                               
Basic
  $ (0.01 )   $ 0.02     $ 0.03     $ (2.85 )
Diluted
  $ (0.01 )   $ 0.02     $ 0.03     $ (2.85 )
 
                               
Weighted average shares:
                               
Basic
    15,366,894       14,956,856       15,268,826       14,863,658  
Diluted
    15,366,894       14,956,856       15,470,763       14,863,658  

 


 

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 (loss) (in thousands):
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
    2009     2008     2009     2008  
Operating income (loss)
  $ 83     $ 163     $ 1,295     $ (42,856 )
Depreciation and amortization
    386       399       1,733       2,211  
Impairment of goodwill and intangible assets
                      41,854  
Restructuring costs, employee termination and non-recurring items
    641             641        
Non-cash compensation
    130       71       550       813  
 
                       
Adjusted EBITDA
  $ 1,240     $ 633     $ 4,219     $ 2,022  
 
                       
CONTACT:
GTT Investor Contacts:
Eric Swank, +1 703-442-5529
eric.swank@gt-t.net
or
Lippert/Heilshorn & Associates
Kim Sutton Golodetz
kgolodetz@lhai.com
or
Jody Burfening, +1 212-838-3777
jburfening@lhai.com