Gaztransport & Technigaz
Annual Report 2011

Plain-text annual report

Morningstar® Document Research℠ FORM 10-KGTT Communications, Inc. - GTTFiled: March 27, 2012 (period: December 31, 2011)Annual report with a comprehensive overview of the companyThe information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The userassumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot belimited or excluded by applicable law. Past financial performance is no guarantee of future results.UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011Commission file number 000-51211 Global Telecom & Technology, Inc.(Exact Name of Registrant as Specified in Its Charter) Delaware20-2096338(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) 8484 Westpark DriveSuite 720McLean, Virginia 22102(703) 442-5500(Address including zip code, and telephone number, including areacode, of principal executive offices) Securities registered pursuant to Section 12(b) of the Act:None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.0001 per shareClass Z Warrants(Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oo No þþ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes oo No þþ Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes þþ No oo 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 1934during 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 filingrequirements for the past 90 days. Yes þþ No oo Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy statements or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. þþ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Seethe definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ooAccelerated filer ooNon-accelerated filer ooSmaller reporting company þþ (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 oo No þþ The aggregate market value of the common stock held by non-affiliates of the registrant (7,308,383 shares) based on the $1.26 closing price of theregistrant’s common stock as reported on the Over-the-Counter Bulletin Board on June 30, 2011, was $9,208,563. For purposes of this computation, allofficers, directors and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission thatsuch officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant. As of March 23, 2012 there were outstanding 18,910,564 shares of the registrant’s common stock, par value $.0001 per share. Documents Incorporated by Reference Portions of our definitive proxy statement for the 2012 Annual Meeting of Stockholders, to be filed within 120 days after the end of the fiscal year coveredby this Form 10-K, are incorporated by reference into Part III hereof.Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. TABLE OF CONTENTS PagePART IItem 1.Business2Item 1A.Risk Factors5Item 1B.Unresolved Staff Comments16Item 2.Properties16Item 3.Legal Proceedings16Item 4.Mine Safety Disclosures17PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities17Item 6.Selected Financial Data18Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 7A.Quantitative and Qualitative Disclosures About Market Risk28Item 8.Financial Statements and Supplementary Data28Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures29Item 9A.Controls and Procedures29Item 9B.Other Information PART III Item 10.Directors, Executive Officers and Corporate Governance30Item 11.Executive Compensation30Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters30Item 13.Certain Relationships and Related Transactions, and Director Independence30Item 14.Principal Accounting Fees and Services30PART IV Item 15.Exhibits and Financial Statement Schedules30 Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS Our Form 10-K (“Annual Report”) includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of1995, which reflect the current views of Global Telecom & Technology, Inc., with respect to current events and financial performance. You can identify thesestatements 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., whichwe 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 tothe public or files with the United States Securities & Exchange Commission (“SEC”), as well as oral forward-looking statements. You should consider anyfurther 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 environmentthat may cause our actual results to be materially different from any future results, express or implied, by such forward-looking statements. Factors that couldcause GTT’s actual results to differ materially from these forward-looking statements include, but are not limited to, the following: •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; •our ability to obtain capital to grow our business; •technological developments and changes in the industry; •our ability to complete acquisitions or divestures and to integrate any business or operation acquired; •general economic conditions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Forward-lookingstatements involve known and unknown risks and uncertainties that may cause our actual future results to differ materially from those projected orcontemplated in the forward-looking statements. All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by thecautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligation toupdate these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.You should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this report could have a material adverseeffect on our business and our results of operations. Unless the context otherwise requires, when we use the words ‘‘the Company,” “GTT,” “we”, “us,” or “our Company” in this Form 10-K, we are referringto Global Telecom & Technology, Inc., a Delaware corporation, and its subsidiaries, unless it is clear from the context or expressly stated that thesereferences are only to Global Telecom & Technology, Inc. 1Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. PART I ITEM 1. BUSINESS Background Global Telecom & Technology, Inc. (“GTT” or the “Company”) is a Delaware corporation which was incorporated on January 3, 2005. GTT is a globalnetwork operator delivering data services to large enterprise, government and carrier customers in over 80 countries worldwide. GTT provides customers withinnovative connectivity solutions by utilizing our own network assets - linking over 100 Points of Presence across North America, Europe and Asia - andextending them through our 800 partners worldwide. Our Network as a Service proposition delivers flexible, reliable and scalable network infrastructure,capable of both public and secure private networking. We simplify network deployment by removing the complexity of multi-vendor solutions whileoffering the cost efficiencies of a single partner. For over 14 years GTT has provided world class project management, rapid service implementation andglobal 24/7 end-to-end solution monitoring and support. GTT is headquartered in the Washington, DC metro region with offices in London, Dusseldorf, andDenver. Our Customers As of December 31, 2011, our customer base was comprised of over 1,000 businesses. For the year ended December 31, 2011, no single customeraccounted for more than 7% of our total consolidated revenue. Our five largest customers accounted for approximately 18% of consolidated revenue duringthe same period. We provide services in over 80 countries, with the ability to expand into new geographic areas by adding new regional partners and suppliers. Our serviceexpansion is largely customer-driven. We have designed, delivered, and subsequently managed services in all six populated continents around the world. For the year ended December 31, 2011, approximately 72% of our revenue was attributable to our operations based in the United States, 21% wasattributable to operations based in the United Kingdom, and 7% was attributable to operations based in Germany and Japan. Our customer contracts for network services and support are generally for initial terms of one to three years, with some contracts calling for terms in excessof five years. Following the initial terms, these agreements typically provide for renewal automatically for specified periods ranging from one month to oneyear. Our prices are fixed for the duration of the contract, and we typically bill in advance for such services. If a customer terminates its agreement, the termsof our customer contracts typically require full recovery of any amounts due for the remainder of the term (or at a minimum, our liability to the underlyingsuppliers). Our Suppliers and Network As of December 31, 2011, we had over 800 supplier relationships worldwide from which we source bandwidth and other services and combine our ownnetwork assets to meet our customers’ requirements. Through our extensive supplier relationships, our customers have access to an array of service providerswithout having to manage multiple contracts. GTT has deployed network assets in North America, Europe and Asia to provide Dedicated Internet Access and Ethernet Transport services. GTT hasnetwork connectivity in all major U.S. cities and European cities, established Ethernet hubs with various carriers and multiple connections to Tier 1 IPproviders. Our supplier management teams work with our suppliers to acquire updated pricing and network asset information and negotiate purchase agreementswhen appropriate. In some cases, we have electronic interfaces into our suppliers’ pricing systems to provide our customers with real time pricing updates.Our supplier management teams are constantly seeking out strategic partnerships with new carriers, negotiating favorable terms on existing contracts, andlooking to expand each supplier’s product portfolio. These partnerships are reflected in long-term contracts, commonly referred to as Master ServiceAgreements. All of these efforts are aimed at providing greater choice, flexibility, and cost savings for our customers. We are committed to using high-qualitysuppliers, and our supplier management teams continually monitor supplier performance. 2Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Sales and Marketing Because our markets are highly competitive, we believe that personal relationships and quality of service delivery remain important in winning new andrepeat customer business. We therefore sell our services largely through a direct sales force located across the globe, as well as strong agent channelrelationships, with principal concentration in the United States, the United Kingdom, and Germany. Most of our sales representatives have many years ofexperience in selling to multinational enterprises, governmental entities, service providers, and carriers. The average sales cycle can be as little as two to sixweeks for existing customers and three to six months or longer for new customers with complicated service requirements. Our sales and marketing efforts are focused on generating new business opportunities through industry contacts, new product offerings, and long-termrelationships with new and existing customers. Our sales activities are specifically focused on recruiting seasoned industry experts with deep ties to the directenterprise, system integrator and carrier markets, building relationships with our new clients, and driving expansion within existing accounts. Our marketingactivities are designed to generate awareness and familiarity of our value proposition with our target accounts, develop new products to meet the needs of ourcustomer base, and communicate to our target markets, thereby reinforcing our value proposition among our customers’ key decision makers. Operations Our global operations consist of two parts: global customer operations and global network operations and engineering. Customer operations include project management and development of our Client Management Database (CMD) system. The global project managementteam assures the successful implementation of customer services after the sale. A project manager is assigned to each customer order to ensure that theunderlying network facilities required for the solution are provisioned, that the customer is provided with status reports on its service, and that anydifficulties related to the installation of a customer order are proactively managed. Network operations and engineering is comprised of the global Network Operations Center (“NOC”), Engineering and Information and CommunicationsTechnology (“ICT”). The NOC receives, prioritizes, tracks, and resolves network outages or other customer needs, along with provisioning and testing of newservices. Engineering provides support for the NOC and the sales team, as well as carrying out all provisioning for services utilizing GTT’s owned networkassets (GTT Network Services). ICT manages all internal desktop and network and server infrastructure. Competition Our competition consists primarily of traditional, facilities-based providers, including companies that provide network connectivity and internet accessprincipally within one continent or geographical region, such as Level 3, Qwest, KPN, XO, Comcast Communications, and COLT. We also compete againstcarriers who provide network connectivity on a multi-continent, or global basis, such as Verizon Business, AT&T, British Telecom, NTT and DeutscheTelekom. Government Regulation In connection with certain of our service offerings, we may be subject to federal, state, and foreign regulations. United States Federal laws and FederalCommunications Commission, or FCC, regulations generally apply to interstate telecommunications and international telecommunications that originate orterminate in the United States, while state laws and regulations apply to telecommunications transmissions ultimately terminating within the same state as thepoint of origination. A foreign country’s laws and regulations apply to telecommunications that originate or terminate in, or in some instances traverse, thatcountry. The regulation of the telecommunications industry is changing rapidly, and varies from state to state and from country to country. 3Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Where certification or licensing is required, carriers are required to comply with certain ongoing responsibilities. For example, we may be required tosubmit periodic reports to various telecommunications regulatory authorities relating to the provision of services within the relevant jurisdiction. Anotherpotential ongoing responsibility relates to payment of regulatory fees and the collection and remittance of surcharges and fees associated with the provisionof telecommunications services. Some of our services are subject to these assessments, depending upon the jurisdiction, the type of service, and the type ofcustomer. Federal Regulation Generally, the FCC has chosen not to heavily regulate the charges or practices of non-dominant carriers. For example, we are not required to tariff theinterstate inter-exchange private line services we provide, but need only to post terms and conditions for such services on our website. In providing certaintelecommunications services, however, we may remain subject to the regulatory requirements applicable to common carriers, such as providing services atjust and reasonable rates, filing the requisite reports, and paying regulatory fees and contributing to universal service. The FCC also releases orders and takesother actions from time to time that modify the regulations applicable to services provided by carriers such as us; these orders and actions can result inadditional (or reduced) reporting or payments requirements, or changes in the relative rights and obligations of carriers with respect to services they provideto each other or to other categories of customers. These changes in regulation can affect the services that we procure and/or provide and, in some instances,may affect demand for or the costs of providing our services. State Regulation The Telecommunications Act of 1996, as amended generally prohibits state and local governments from enforcing any law, rule, or legal requirement thatprohibits or has the effect of prohibiting any person from providing any interstate or intrastate telecommunications service. However, states retain jurisdictionto adopt regulations necessary to preserve universal service, protect public safety and welfare, ensure the continued quality of communications services, andsafeguard the rights of consumers. Generally, each carrier must obtain and maintain certificates of authority from regulatory bodies in states in which it offersintrastate telecommunications services. In most states, a carrier must also file and obtain prior regulatory approval of tariffs containing the rates, terms andconditions of service for its regulated intrastate services. A state may also impose telecommunications regulatory fees, fees related to the support for universalservice, and other costs and reporting obligations on providers of services in that state. We are currently authorized to provide intrastate services in more than20 states and the District of Columbia as an interexchange carrier and/or a competitive local provider. Foreign Regulation Generally, the provisioning to U.S. customers of international telecommunications services originating or terminating in the United States is governed bythe FCC. In addition, the regulatory requirements to operate within a foreign country or to provide services to customers within that foreign country varyfrom jurisdiction to jurisdiction, although in some respects regulation in the Western European markets is harmonized under the regulatory structure of theEuropean Union. As opportunities arise in particular nations, we may need to apply for and acquire various authorizations to operate and provide certainkinds of telecommunications services. Although some countries require complex applications procedures for authorizations and/or impose certain reportingand fee payment requirements, others simply require registration with or notification to the regulatory agency and some simply operate through generalauthorization with no filing requirement at all. Intellectual Property We do not own any patent registrations, applications or licenses. We maintain and protect trade secrets, know-how, and other proprietary informationregarding many of our business processes and related systems and databases. Employees As of December 31, 2011, we had a total of 88 employees. Executive Officers Our executive officers and their respective ages and positions as of March 23, 2012 are as follows: 4Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Richard D. Calder, Jr., 48, has served as our President, Chief Executive Officer and Director since May 2007. Prior to joining us, from 2004 to 2006Mr. Calder served as President and Chief Operating Officer of InPhonic, Inc., a publicly-traded online seller of wireless services and products. From 2001 to2003, Mr. Calder served in a variety of executive roles for Broadwing Communications, Inc., including President — Business Enterprises and CarrierMarkets. From 1996 to 2001, Mr. Calder held several senior management positions with Winstar Communications, including Chief Marketing Officer, andPresident of the company’s South Division. In 1994 Mr. Calder co-founded Go Communications, a wireless communications company, and served as its VicePresident of Corporate Development from its founding until 1996. Mr. Calder previously held a variety of marketing, business development, and engineeringpositions within MCI Communications, Inc. and Tellabs, Inc. Mr. Calder holds a Master of Business Administration from Harvard Business School and aBachelor of Science in Electrical Engineering from Yale University. H. Brian Thompson, 73, has served as Chairman of our Board of Directors since January 2005, as our Executive Chairman since October 2006, and as ourinterim Chief Executive Officer from January 2005 to October 2006 and from February 2007 to May 2007. Mr. Thompson continues to head his own privateequity investment and advisory firm, Universal Telecommunications, Inc. From December 2002 to June 2007, Mr. Thompson was Chairman of ComsatInternational, one of the largest independent telecommunications operators serving all of Latin America. He also served as Chairman and Chief ExecutiveOfficer of Global TeleSystems Group, Inc. from March 1999 through September of 2000. Mr. Thompson was Chairman and CEO of LCI International from1991 until its merger with Qwest Communications International Inc. in June 1998, and became Vice Chairman of the board for Qwest until his resignation inDecember 1998. He previously served as Executive Vice President of MCI Communications Corporation from 1981 to 1990, and prior to MCI, was amanagement consultant with the Washington, DC offices of McKinsey & Company for nine years, where he specialized in the management oftelecommunications. Mr. Thompson currently serves as a member of the board of directors of Axcelis Technologies, Inc, ICO Global Communications(Holdings) Ltd, Penske Automotive Group, and Sonus Networks, Inc., and is a member of the Irish Prime Minister’s Ireland-America Economic AdvisoryBoard. Mr. Thompson holds a Master of Business Administration from Harvard Business School, and holds an undergraduate degree in chemical engineeringfrom the University of Massachusetts. Chris McKee, 44, has served as our General Counsel and Secretary since May 2008. Prior to joining us, Mr. McKee served as the Vice President andGeneral Counsel of StarVox Communications, Inc. from June, 2007 to April 2008. From 2005 to 2007, Mr. McKee was the Vice President and AssistantGeneral Counsel of Covad Communications Group Inc., a publicly held San Jose, California-based broadband provider of integrated voice and datacommunications nationwide. Prior to joining Covad, from 2002 to 2005, Mr. McKee served as Executive Director of Legal and Regulatory Affairs for XOCommunications, Inc., a publicly held Reston, Virginia-based broadband provider of integrated voice and data communications nationwide. Mr. McKeepreviously, from 1998 to 2002, served as Deputy General Counsel of Net2000 Communications Inc., a publicly traded Herndon, Virginia-basedtelecommunications services provider. Prior to that, from 1994 to 1998, Mr. McKee was an associate at Washington, D.C.-based law firms Dickstein ShapiroLLP and Dow Lohnes PLLC. Mr. McKee received a Bachelor’s degree from Colby College and a Juris Doctor from Syracuse University. Available Information The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW., Washington, D.C. 20549.The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our annual reports on Form 10-K,quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed with or furnished to the SEC pursuant to Section 13(a)or 15(d) of the Securities Exchange Act of 1934 are available free of charge on the SEC website at www.sec.gov and on our website at www.gt-t.net as soon asreasonably practicable after such material is electronically filed with or furnished to the SEC. 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 uncertaintieswe believe are most important for you to consider. Additional risks and uncertainties not presently known to us, which we currently deem immaterial orwhich are similar to those faced by other companies in our industry or telecommunications and/or technology companies in general, may also impair ourbusiness operations. If any of these risks or uncertainties actually occurs, our business, financial condition and operating results could be materially adverselyaffected. 5Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 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 thesecustomers, would likely reduce our revenue and income. For the year ended December 31, 2011, our five largest customers accounted for approximately 18% of our total service revenue. If we were to lose all ofthe 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 purchasedfrom 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, financial condition 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 agreementsgenerally automatically renew for successive month-to-month, quarterly, or annual periods, but can be terminated by the customer without cause withrelatively little notice during a renewal period. In addition, certain government customers may have rights under federal law with respect to termination forconvenience that can serve to minimize or eliminate altogether the liability payable by that customer in the event of early termination. Our customers mayelect 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 tocontinue their operations due to budgetary or other concerns, and the availability and pricing of competing services. If customers elect to terminate theiragreements 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 our failure to compete successfully could make it difficult for us to addand retain customers 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, includingsome of our transport suppliers, with respect to their products and services, including global and regional telecommunications service providers such asAT&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 orbusinesses acquired from other carriers or from strategic alliances in the telecommunications industry. New entrants could enter the market with a businessmodel similar to ours. Our target markets may support only a limited number of competitors. Operations in such markets with multiple competitive providersmay be unprofitable for one or more of such providers. Prices in the data transmission and internet access business have declined in recent years and maycontinue 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; •substantially lower cost structures, including cost structures of facility-based providers who have reduced debt and other obligations throughbankruptcy or other restructuring proceedings; •larger client bases; •longer operating histories; •more established relationships in the industry; and 6Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. •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 marketshare, which could materially and adversely affect our business. We might require additional capital to support business growth, and this capital might 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 December 31, 2011, we hadapproximately $3.2 million in cash and cash equivalents and current liabilities $19.5 million greater than current assets. We may have insufficient cash tofund our working capital or other capital requirements and may be required to raise additional funds to continue or expand our operations. If we are requiredto 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 raiseadditional 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 anynew 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 sellassets, 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 importantto our current or future business, our current and future results of operations could be materially and adversely affected. We have granted security interests insubstantially all of our assets to secure the repayment of our indebtedness maturing in 2012 and 2016, and if we are unable to satisfy our obligations thelenders could foreclose on their security interests. Because our business consists primarily of reselling telecommunications network capacity purchased from third parties, the failure of our suppliers andother service providers to provide us with services, or disputes with those suppliers and service providers, could affect our ability to provide qualityservices to our customers and have an adverse effect on our operations and financial condition. The majority of our business consists of integrating and reselling 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 experienceddelays or other problems in receiving services from third party providers. Disputes also arise from time to time with suppliers with respect to billing orinterpretation 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 thefuture, 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 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 toimpose onerous terms as part of purchase contract negotiations. Although we know of no pending or threatened claims with respect to past compliance withany 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 anadverse impact on the company’s operations. Finally, some of our suppliers are potential competitors. We cannot guarantee that we will be able to obtain useof facilities or services in a timely manner or on terms acceptable and in quantities satisfactory to us. 7Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Industry consolidation may affect our ability to obtain services from suppliers on a timely 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&Tand Verizon, or competitive carriers such as Time Warner Telecom, XO, or Level 3. In recent years, AT&T, Verizon, and Level 3 have acquired competitorswith significant local and/or long-haul network assets. Industry consolidation has occurred on a lesser scale as well through mergers and acquisitionsinvolving regional or smaller national or international competitors. Generally speaking, we believe that a marketplace with multiple supplier options fortransport access is important to the long-term availability of competitive pricing, service quality, and carrier responsiveness. It is unclear at this time what thelong-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 willcontinue 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 beyond the 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 sufficientlylow to maintain the Company’s margin for the remaining term of its commitment to a customer. While the Company has not encountered material priceincreases from suppliers with respect to continuation or renewal of services after expiration of initial contract terms, the Company cannot be certain that itwould be able to obtain similar terms and conditions from suppliers. In most cases where the Company has faced any price increase from a supplier followingcontract expiration, the Company has been able to locate another supplier to provide the service at a similar or reduced future cost; however, the Company’ssuppliers 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 the volumes 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 totime 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 ofthe amount for which it has Customer commitments. This could arise based upon the terms and conditions available from the Company’s suppliers, from anexpectation 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 fixedelements of the Company’s network. Under any of these circumstances, the Company would incur the cost of the network capacity from its supplier withouthaving corresponding revenue from its customers, which could result in a material and adverse impact on the Company’s operating results. The networks on which we depend may fail, which would interrupt the network availability they provide and make it difficult to retain and attractcustomers. Our customers depend on our ability to provide network availability with minimal interruption. The ability to provide this service depends in part on thenetworks of third party transport suppliers. The networks of transport suppliers may be interrupted as a result of various events, many of which they cannotcontrol, including fire, human error, earthquakes and other natural disasters, disasters along communications rights-of-way, power loss, telecommunicationsfailures, terrorism, sabotage, vandalism, or the financial distress or other event adversely affecting a supplier, such as bankruptcy or liquidation. We may be subject to legal claims and be liable for losses suffered by customers due to our inability to provide service. If our network failure rates arehigher than permitted under the applicable customer contracts, we may incur significant expenses related to network outage credits, which would reduce ourrevenue and gross margin. Our reputation could be harmed if we fail to provide a reasonably adequate level of network availability, and in certain cases,customers may be entitled to seek to terminate their contracts with us in case of prolonged or severe service disruptions or other outages. 8Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. System disruptions could cause delays or interruptions of our service due to terrorism, natural disasters and other events beyond our control, which couldcause us to lose customers or incur additional expenses. Our success depends on our ability to provide reliable service. Although we have attempted to design our network services to minimize the possibility ofservice disruptions or other outages, in addition to risks associated with third party provider networks, our services may be disrupted by problems on our ownsystems, including events beyond our control such as terrorism, computer viruses, or other infiltration by third parties that affect our central offices, corporateheadquarters, network operations centers, or network equipment. Such events could disrupt our service, damage our facilities, and damage our reputation. Inaddition, customers may, under certain contracts, have the ability to terminate services in case of prolonged or severe service disruptions or other outages.Accordingly, service disruptions or other outages may cause us to, among other things, lose customers and could harm our results of operations. 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 technologicaland competitive developments and changing customer needs. We cannot assure you that our products and services will gain or obtain increased marketacceptance. Any significant delay or failure in developing new or enhanced technology, including new product and service offerings, could result in a loss ofactual 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 thatoffer 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, havebeen generally declining. If our costs of service, including the cost of leasing underlying facilities, do not decline in a similar fashion, we could experiencesignificant margin compression, reduction of profitability and loss of business. If carrier and enterprise connectivity demand does not continue to expand, we may experience a shortfall in revenue or earnings or otherwise fail to meetpublic market 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 ahigher 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. 9Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Our long sales and service deployment cycles require us to incur substantial sales costs that may not result in related revenue. Our business is characterized by long sales cycles, which are often in the range of 45 days or more, between the time a potential customer is contacted anda customer contract is signed. Furthermore, once a customer contract is signed, there is typically an extended period of between 30 and 120 days before thecustomer 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 inattempting 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 incurredsubstantial sales-related expenses well before we recognize any related revenue. If the expenses associated with sales increase, if we are not successful in oursales 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 affected by foreign exchange rate fluctuations. Approximately 28% of our revenue comes from countries outside of the United States. As such, other currencies, particularly the Euro and the BritishPound Sterling, can have an impact on the Company’s results (expressed in U.S. Dollars). Currency variations also contribute to variations in sales inimpacted 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 addition, currency variations can adversely affect margins on sales of our products incountries 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, or other restrictions in foreign countries, which may reduce ourprofitability. Revenue from our foreign subsidiaries, or other locations where we provide or procure services internationally, may be subject to additional taxes in someforeign 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. Any such taxes, tariffs, controls, and other restrictions imposed on our foreign operations mayincrease 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 be required 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 circumstancesindicate the carrying value may not be recoverable. Goodwill is tested for impairment at least annually. Factors that may be considered a change incircumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include reduced future cash flowestimates, a decline in stock price and market capitalization, and slower growth rates in our industry. During the years ended December 31, 2011 and 2010,the Company recorded no impairment to goodwill and amortizable intangible assets. We may be required to record a significant charge to earnings in ourfinancial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively impacting ourresults of operations. The ability to implement and maintain our databases and management information systems is a critical business requirement, and if we cannot obtain ormaintain accurate data or maintain these systems, we might be unable to cost-effectively provide 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 theinformation that these suppliers share with us is accurate. If we cannot continue to maintain and expand the existing databases, we may be unable to increaserevenue 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 clientorders, client service, billing, and financial applications. Our ability to manage our businesses could be materially adversely affected if we fail to successfullyand promptly maintain and upgrade the existing management information systems. 10Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. If we are unable to protect our intellectual property rights, competitors may be able to use our technology or trademarks, which could weaken ourcompetitive position. We own certain proprietary programs, software, and technology. However, we do not have any patented technology that would preclude competitors fromreplicating our business model; instead, we rely upon a combination of know-how, trade secret laws, contractual restrictions, and copyright, trademark andservice mark laws to establish and protect our intellectual property. Our success will depend in part on our ability to maintain or obtain (as applicable) andenforce intellectual property rights for those assets, both in the United States and in other countries. Although our Americas operating company has registeredsome of its service marks in the United States, we have not otherwise applied for registration of any marks in any other jurisdiction. Instead, with theexception 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, iffiled, 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 lawsof 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 theEuropean Union. Finally, although we intend to undertake reasonable measures to protect the proprietary assets of our combined operations, we cannotguarantee that we will be successful in all cases in protecting the trade secret status of certain significant intellectual property assets. If these assets should bemisappropriated, if our intellectual property rights are otherwise infringed, or if a competitor should independently develop similar intellectual property, thiscould harm our ability to attract new clients, retain existing customers, and generate revenue. Intellectual property and proprietary rights of others could prevent us from using necessary technology to provide our services or otherwise operate ourbusiness. We utilize data and processing capabilities available through commercially available third-party software tools and databases to assist in the efficientanalysis of network engineering and pricing options. Where such technology is held under patent or other intellectual property rights by third parties, we arerequired to negotiate license agreements in order to use that technology. In the future, we may not be able to negotiate such license agreements at acceptableprices or on acceptable terms. If an adequate substitute is not available on acceptable terms and at an acceptable price from another software licensor, wecould be compelled to undertake additional efforts to obtain the relevant network and pricing data independently from other, disparate sources, which, ifavailable 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 ourservices 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 fromthird 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. 11Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. We continue to evaluate merger and acquisition opportunities and may purchase additional companies in the future, and the failure to integrate themsuccessfully with our existing business may adversely affect our financial condition and results of 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 personnel, services, products 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; •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 significant amounts of additional debt; •creating significant contingent earn-out obligations and other financial liabilities; •incurring unanticipated problems or legal liabilities; •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 the date of the filing of this Form 10-K, we have no agreement ormemorandum 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 theacquisition and the cost of the subsequent integration activities. Our ability may be constrained by our cash flow, the level of our indebtedness, restrictivecovenants in the agreements governing our indebtedness, conditions in the securities and credit markets and other factors, most of which are generallybeyond 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 availablecash to complete such acquisitions, thereby reducing our liquidity. If we finance one or more acquisitions with the proceeds of indebtedness, our interestexpense and debt service requirements could increase materially. Thus, the financial impact of future acquisitions, including the costs to pursue acquisitionsthat 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 our revenue 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 renderingestablished technologies obsolete. For our business to remain competitive, we must continually update our service offerings to make new technologiesavailable to our customers and prospects. To do so, we may have to expend significant management and sales resources, which may increase our operatingcosts. The success of our potential new service offerings is uncertain and would depend on a number of factors, including the acceptance by end-usercustomers of the telecommunications technologies which would underlie these new service offerings, the compatibility of these technologies with existingcustomer information technology systems and processes, the compatibility of these technologies with our then-existing systems and processes, and ourability 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 indeveloping and selling new service offerings, our revenue may not grow as we anticipate, or may decline. 12Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. If we do not continue to train, manage and retain employees, clients may reduce purchases of services. Our employees are responsible for providing clients with technical and operational support, and for identifying and developing opportunities to provideadditional services to existing clients. In order to perform these activities, our employees must have expertise in areas such as telecommunications networktechnologies, network design, network implementation, and network management, including the ability to integrate services offered by multipletelecommunications carriers. They must also accept and incorporate training on our systems and databases developed to support our operations and businessmodel. Employees with this level of expertise tend to be in high demand in the telecommunications industry, which may make it more difficult for us toattract 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 fromexisting clients, and we may be unable to obtain or maintain current information regarding our clients’ and suppliers’ communications networks, which couldlimit our ability to provide future services. The regulatory framework under which we operate could require substantial time and resources for compliance, which could make it difficult and costlyfor us to operate the businesses. In providing certain interstate and international telecommunications services, we must comply, or cause our customers or carriers to comply, withapplicable telecommunications laws and regulations prescribed by the FCC and applicable foreign regulatory authorities. In offering services on an intrastatebasis, we may also be subject to state laws and to regulation by state public utility commissions. Our international services may also be subject to regulationby foreign authorities and, in some markets, multinational authorities, such as the European Union. The costs of compliance with these regulations, includinglegal, operational, and administrative expenses, may be substantial. In addition, delays in receiving or failure to obtain required regulatory approvals or theenactment of new or adverse legislation, regulations, or regulatory requirements may have a material adverse effect on our financial condition, results ofoperations, 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 havefailed to comply, with the rules of the FCC or other authorities, our right to offer certain services could be challenged and/or fines or other penalties could beimposed on us. Any such challenges or fines could be substantial and could cause us to incur substantial legal and administrative expenses as well; thesecosts 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 licensesin 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 necessarylicenses. 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 regulatory requirements, or determinations that we violated existingregulatory requirements may impair 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 andmay vary between jurisdictions. Changes to existing legislation or regulations in particular markets may limit the opportunities that are available to enterinto markets, may increase the legal, administrative, or operational costs of operating in those markets, or may constrain other activities, including our abilityto complete subsequent acquisitions, or purchase services or products, in ways that we cannot anticipate. Because we purchase telecommunications servicesfrom 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 inmaterial fines, penalties, forfeitures, interest or retroactive assessments. For example, a determination that we have not paid all required universal service fundcontributions could result in substantial retroactive assessment of universal service fund contributions, together with applicable interest, penalties, fines orforfeitures. 13Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. We depend on key personnel to manage our businesses effectively in a rapidly changing market, and our ability to generate revenue will suffer if we areunable to retain key 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 keysales, marketing, and support personnel. We do not maintain “key person” life insurance policies with respect to any of our employees, nor are we certain ifany 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 thecombined 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 toattract or retain qualified personnel in the future, or delays in hiring required personnel could limit our ability to generate revenue and to operate ourbusiness. 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. Oursystems 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 planningcannot account for all eventualities. The occurrence of a natural disaster, a decision to close a facility we are using without adequate notice for financialreasons, 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 our indebtedness being immediately due and payable and the loss of ourassets. Pursuant to the terms of our Loan Agreement with Silicon Valley Bank we have pledged substantially all of our assets to the lender as security for ourpayment 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 theother 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 lenderto 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 thecollateral securing that indebtedness. Covenants in our Loan Agreement and outstanding notes, and in any future debt agreement, may restrict our future operations. The indenture governing the notes and the Loan Agreement will impose financial restrictions that limit our discretion on some business matters, which couldmake it more difficult for us to expand our business, finance our operations and engage in other business activities that may be in our interest. Theserestrictions 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 14Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. •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 our financial condition, hinder our growth and put us at a competitivedisadvantage. As of December 31, 2011, our indebtedness was substantial in comparison to our available cash and our net income. Our substantial level of indebtednesscould have important consequences for our business, results of operations and financial condition. For example, a high level of indebtedness could, amongother 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 ourdebt 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 availabilityof 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, stockholders will benefit from an investment in our common stock only if itappreciates 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 byour Board of Directors and will depend upon results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law, andother factors our Board of Directors deems relevant. Accordingly, realization of a gain on stockholders’ investments will depend on the appreciation of theprice of our common stock. There is no guarantee that our common stock will appreciate in value or even maintain the price at which stockholders purchasedtheir shares. Our outstanding warrants may have an adverse effect on the market price of our common stock. As of December 31, 2011, we had 12,090,000 Class Z warrants, each of which entitles the holder to purchase a share of our common stock at an exerciseprice of $5.00 per share on or before April 10, 2012. The common stock underlying the warrants has been registered for sale under the Securities Act or isentitled to registration rights or are otherwise generally eligible for sale in the public market at or soon after exercise or conversion. If, and to the extent, thesewarrants are exercised, stockholders may experience dilution to their ownership interests in the Company. The presence of this additional number of shares ofcommon stock and warrants eligible for trading in the public market may have an adverse effect on the market price of our common stock. 15Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The concentration of our capital stock ownership will likely limit a stockholder’s ability to influence corporate matters, and could discourage a takeoverthat stockholders may consider favorable and make it more difficult for a stockholder to elect directors of its choosing. H. Brian Thompson, the Company’s Executive Chairman of the Board of Directors, and Universal Telecommunications, Inc., his own private equityinvestment and advisory firm, owned 5,622,071 shares of our common stock and 699,750 Class Z warrants, each exercisable to purchase one share of ourcommon stock. Based on the number of shares of our common stock outstanding on December 31, 2011 without taking into account their unexercisedwarrants, these funds would beneficially own approximately 30% of our common stock. Based on public filings with the SEC made by J. Carlo Cannell, webelieve that as of December 31, 2011, funds associated with Cannell Capital LLC owned 3,472,080 shares of our common stock and 923,900 Class Zwarrants, each exercisable to purchase one share of our common stock. Based on the number of shares of our common stock outstanding on December 31,2011 without taking into account their unexercised warrants, these funds would beneficially own approximately 19% of our common stock. In addition, as ofDecember 31, 2011, our executive officers, directors and affiliated entities, excluding H. Brian Thompson and Universal Telecommunications, togetherbeneficially owned common stock, without taking into account their unexercised and unconverted warrants and options, representing approximately 12% ofour 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 asa holder of our securities, and it may cause us to pursue transactions that, in their judgment, could enhance their equity investments, even though suchtransactions may involve significant risks to you as a security holder. The large concentration of ownership in a small group of stockholders might also havethe 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 market for our common stock does not develop. Our common stock is not actively traded on a securities exchange and we currently do not meet the initial listing criteria for any registered securitiesexchange, including the NASDAQ National Market System. It is quoted on the less recognized Over-the-Counter Bulletin Board. This factor, in addition tothe concentrated ownership of our capital stock, may further impair your ability to sell your shares when you want and/or could depress our stock price. As aresult, 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 bebought and sold, transactions could be delayed, and security analyst and news coverage of our company may be limited. These factors could result in lowerprices and larger spreads in the bid and ask prices for our shares. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 2. PROPERTIES The Company does not own any real estate. Instead, all of the Company’s facilities are leased. GTT’s headquarters in McLean, Virginia are occupied undera lease that expires in December 2014. We also maintain offices in Denver, Colorado, London, England and Düsseldorf, Germany. The lease of our London,England facility expires in June 2012. The Company leases its facility in Düsseldorf, Germany under a multi-year lease that expires in May 2012. The leaseof our Denver, Colorado offices expire in January 2013. We are currently evaluating our options with respect to our offices in Düsseldorf, Germany, andDenver, Colorado. We believe the necessary office space in these locations will be available on commercially reasonable terms. We believe our properties, taken as a whole, are in good operating condition and are adequate for our business needs. ITEM 3. LEGAL PROCEEDINGS The Company is not currently subject to any material legal proceedings. From time to time, however, we or our operating companies may be party to othervarious legal proceedings that arise in the normal course of business. In the opinion of management, none of these proceedings, individually or in theaggregate, are likely to have a material adverse effect on our consolidated financial position, consolidated results of operations or cash flows. However, wecannot provide assurance that any adverse outcome would not be material to our consolidated financial position or consolidated results of operations or cashflows. 16Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES Market for Equity Securities Our common stock trades on the Over-the-Counter Bulletin Board under the symbol GTLT, and our Class Z warrants trade under the symbol GTLTZ. AtMarch 23, 2012, we had outstanding 18,910,564 shares of our common stock and 12,090,000 Class Z Warrants. On April 10, 2010, our Class W Warrants of12,090,000 expired at 5:00pm, New York City time. The Class Z warrant entitles the holder to purchase from us one share of common stock at an exercise price of $5.00. The Class Z warrants will expire at5:00 p.m., New York City time, on April 10, 2012, or earlier upon redemption. The trading of our securities, especially our Class Z warrants, is limited, andtherefore there may not be deemed to be an established public trading market under guidelines set forth by the SEC. The following table sets forth, for the calendar quarters indicated, the quarterly high and low bid information of our common stock, warrants, and units asreported on the Over-the-Counter Bulletin Board. The quotations listed below reflect interdealer prices, without retail markup, markdown, or commission,and may not necessarily represent actual transactions. Common Stock Class W Warrants Class Z Warrants High Low High Low High Low 2010 First Quarter $1.34 $0.90 $0.00 $0.00 $0.04 $0.02 Second Quarter $1.32 $0.96 $0.00 $0.00 $0.04 $0.02 Third Quarter $1.32 $0.82 - - $0.02 $0.01 Fourth Quarter $1.30 $0.95 - - $0.01 $0.01 2011 First Quarter $1.30 $1.05 - - $0.00 $0.00 Second Quarter $1.26 $1.01 - - $0.01 $0.01 Third Quarter $1.30 $1.10 - - $0.07 $0.01 Fourth Quarter $1.40 $0.95 - - $0.01 $0.00 As of March 23, 2012 there were approximately 15 holders of record of our Class Z warrants. Dividends We have not paid any dividends on our common stock to date, and do not anticipate paying any dividends in the foreseeable future. Moreover, restrictivecovenants existing in certain promissory notes that we have issued preclude us from paying dividends until those notes are paid in full. 17Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. ITEM 6. SELECTED FINANCIAL DATA Not required as a Smaller Reporting Company. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes includedelsewhere in this report. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company The following discussion and analysis should be read together with the Company’s Consolidated Financial Statements and related notes thereto beginningon page F-1. Reference is made to “Cautionary Notes Regarding Forward-Looking Statements” on page 1 hereof, which describes important factors that couldcause actual results to differ from expectations and non-historical information contained herein. Overview Global Telecom & Technology, Inc. (“GTT” or the “Company”) is a Delaware corporation which was incorporated on January 3, 2005. GTT is a globalnetwork operator delivering data services to large enterprise, government and carrier customers in over 80 countries worldwide. GTT provides customers withinnovative connectivity solutions by utilizing our own network assets - linking over 100 Points of Presence across North America, Europe and Asia - andextending them through our 800 partners worldwide. Our Network as a Service proposition delivers flexible, reliable and scalable network infrastructure,capable of both public and secure private networking. We simplify network deployment by removing the complexity of multi-vendor solutions whileoffering the cost efficiencies of a single partner. For over 14 years GTT has provided world class project management, rapid service implementation andglobal 24/7 end-to-end solution monitoring and support. GTT is headquartered in the Washington, DC metro region with offices in London, Dusseldorf, andDenver. The Company sells services largely through a direct sales force located across the globe, as well as strong agent channel relationships. The Companygenerally competes with traditional, facilities-based providers and other services providers in each of our global markets. As of December 31, 2011, ourcustomer base was comprised of over 1,000 businesses. Our five largest customers accounted for approximately 18% of consolidated revenue during the yearended December 31, 2011. Costs and Expenses The Company’s cost of revenue consists almost entirely of the costs for procurement of services associated with customer services. The key terms andconditions appearing in both supplier and customer agreements are substantially the same, with margin applied to the suppliers’ costs. There are no wages oroverheads 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 alonger-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, anysupplier contracts which involve financial or derivative instruments. The supplier contracts are entered into solely for the direct purchase oftelecommunications 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 December 31, 2011, the Company had88 employees and employment costs comprised approximately 13% of total operating expenses for the year ended December 31, 2011. 18Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Critical Accounting Policies and Estimates The Company’s significant accounting policies are described in Note 2 to its accompanying consolidated financial statements. The Company considersthe following accounting policies to be those that require the most significant judgments and estimates in the preparation of its consolidated financialstatements, and believes that an understanding of these policies is important to a proper evaluation of the reported consolidated financial results. Revenue Recognition The Company provides data connectivity solutions, such as dedicated circuit access, access aggregation and hubbing and managed network services to itscustomers. Certain of the Company’s current revenue activities have features that may be considered multiple elements. The Company believes that there isinsufficient evidence to determine each element’s fair value and as a result, in those arrangements where there are multiple elements, revenue is recordedratably over the term of the arrangement. The Company’s services are provided under contracts that typically provide for an installation charge along with payments of recurring charges on amonthly (or other periodic) basis for use of the services over a committed term. Our contracts with customers specify the terms and conditions for providingsuch services. These contracts call for the Company to provide the service in question (e.g., data transmission between point A and point Z), to manage theactivation process, and to provide ongoing support (in the form of service maintenance and trouble-shooting) during the service term. The contracts do nottypically provide the customer any rights to use specifically identifiable assets. Furthermore, the contracts generally provide us with discretion to engineer(or re-engineer) a particular network solution to satisfy each customer’s data transmission requirement, and typically prohibit physical access by the customerto the network infrastructure used by the Company and its suppliers to deliver the services. The Company recognizes revenue as follows: Network Services and Support. The Company’s services are provided pursuant to contracts that typically provide for payments of recurring charges on amonthly basis for use of the services over a committed term. Each service contract typically has a fixed monthly cost and a fixed term, in addition to a fixedinstallation charge (if applicable). Variable usage charges are applied when incurred for certain product offerings. At the end of the initial term of most servicecontracts the contracts roll forward on a month-to-month or other periodic basis and continue to bill at the same fixed recurring rate. If any cancellation ortermination charges become due from the customer as a result of early cancellation or termination of a service contract, those amounts are calculated pursuantto a formula specified in each contract. Recurring costs relating to supply contracts are recognized ratably over the term of the contract. Non-recurring fees, Deferred Revenue. Non-recurring fees for data connectivity typically take the form of one-time, non-refundable provisioning feesestablished pursuant to service contracts. The amount of the provisioning fee included in each contract is generally determined by marking up or passingthrough the corresponding charge from the Company’s supplier, imposed pursuant to the Company’s purchase agreement. Non-recurring revenue earned forproviding provisioning services in connection with the delivery of recurring communications services is recognized ratably over the contractual term of therecurring service starting upon commencement of the service contract term. Fees recorded or billed from these provisioning services are initially recorded asdeferred revenue then recognized ratably over the contractual term of the recurring service. Installation costs related to provisioning incurred by theCompany from independent third party suppliers, directly attributable and necessary to fulfill a particular service contract, and which costs would not havebeen incurred but for the occurrence of that service contract, are recorded as deferred contract costs and expensed proportionally over the contractual term ofservice in the same manner as the deferred revenue arising from that contract. Deferred costs do not exceed deferred upfront fees. The Company believes theinitial contractual term is the best estimate of the period of earnings. Other Revenue. From time to time, the Company recognizes revenue in the form of fixed or determinable cancellation (pre-installation) or termination(post-installation) charges imposed pursuant to the service contract. This revenue is earned when a customer cancels or terminates a service agreement prior tothe end of its committed term. This revenue is recognized when billed if collectability is reasonably assured. In addition, the Company from time to time sellsequipment in connection with data networking applications. The Company recognizes revenue from the sale of equipment at the contracted selling pricewhen title to the equipment passes to the customer (generally F.O.B. origin) and when collectability is reasonably assured. 19Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The Company does not use estimates in determining amounts of revenue to be recognized. Each service contract has a fixed monthly cost and a fixed term,in addition to a fixed installation charge (if applicable). At the end of the initial term of most service contracts, the contracts roll forward on a month-to-month or other periodic basis and the Company continues to bill at the same fixed recurring rate. Estimating Allowances and Accrued Liabilities The Company employs the “allowance for bad debts” method to account for bad debts. The Company states its accounts receivable balances at amountsdue from the customer net of an allowance for doubtful accounts. The Company determines this allowance by considering a number of factors, including thelength of time receivables are past due, previous loss history, and the customer’s current ability to pay. In the normal course of business from time to time, the Company identifies errors by suppliers with respect to the billing of services. The Companyperforms bill verification procedures to attempt to ensure that errors in its suppliers’ billed invoices are identified and resolved. The bill verificationprocedures include the examination of bills, comparison of billed rates to rates shown on the actual contract documentation and logged in the Company’soperating systems, comparison of circuits billed to the Company’s database of active circuits, and evaluation of the trend of invoiced amounts by suppliers,including the types of charges being assessed. If the Company concludes by reference to such objective factors that it has been billed inaccurately, theCompany will record a liability for the amount that it believes is owed with reference to the applicable contractual rate and, in the instances where the billedamount exceeds the applicable contractual rate, the likelihood of prevailing with respect to any dispute. These disputes with suppliers generally fall into four categories: pricing errors, network design, start of service date or disconnection errors, and taxationand regulatory surcharge errors. In the instances where the billed amount exceeds the applicable contractual rate the Company does not accrue the full faceamount of obvious billing errors in accounts payable because to do so would present a misleading and confusing picture of the Company’s current liabilitiesby accounting for liabilities that are erroneous based upon a detailed review of objective evidence. If the Company ultimately pays less than thecorresponding accrual in resolution of an erroneously over-billed amount, the Company recognizes the resultant decrease in cost of revenue in the period inwhich the resolution is reached. If the Company ultimately pays more than the corresponding accrual in resolution of an erroneously billed amount, theCompany recognizes the resultant cost of revenue increase in the period in which the resolution is reached and during which period the Company makespayment to resolve such account. Although the Company disputes erroneously billed amounts in good faith and historically has prevailed in most cases, it recognizes that it may not prevailin all cases (or in full) with a particular supplier with respect to such billing errors or it may choose to settle the matter because of the quality of the supplierrelationship or the cost and time associated with continuing the dispute. Careful judgment is required in estimating the ultimate outcome of disputing eacherror, and each reserve is based upon a specific evaluation by management of the merits of each billing error (based upon the bill verification process) and thepotential for loss with respect to that billing error. In making such a case-by-case evaluation, the Company considers, among other things, the documentationavailable to support its assertions with respect to the billing errors, its past experience with the supplier in question, and its past experience with similar errorsand disputes. As of December 31, 2011, the Company had $3.4 million in billing errors disputed with suppliers, for which we have accrued $1.3 million inliabilities. In instances where the Company has been billed less than the applicable contractual rate, the accruals remain on the Company’s consolidated financialstatements until the vendor invoices for the under-billed amount or until such time as the obligations related to the under-billed amounts, based uponapplicable contract terms and relevant statutory periods in accordance with the Company’s internal policy, have passed. If the Company ultimatelydetermines it has no further obligation related to the under-billed amounts, the Company recognizes a decrease in expense in the period in which thedetermination is made. Goodwill and Intangible Assets Goodwill is the excess purchase price paid over identified intangible and tangible net assets of acquired companies. Goodwill is not amortized, and istested for impairment at the reporting unit level annually or when there are any indications of impairment, as required by the Financial Accounting StandardsBoard (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles — Goodwill and Other. ASC Topic 350 provides guidance on financialaccounting and reporting related to goodwill and other intangibles, other than the accounting at acquisition for goodwill and other intangibles. A reportingunit is an operating segment, or component of an operating segment, for which discrete financial information is available and is regularly reviewed bymanagement. We have one reporting unit to which goodwill is assigned. 20Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. In September 2011, the FASB issued ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 isintended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factorsto determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it isnecessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other. The first step tests for impairment byapplying fair value-based tests. The second step, if deemed necessary, measures the impairment by applying fair value-based tests to specific assets andliabilities. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent oninternal forecasts, estimation of the long-term rate of growth for the Company, the useful life over which cash flows will occur, and determination of theCompany’s cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and conclusions on goodwillimpairment. The Company performs its annual goodwill impairment testing in the third quarter of each year, or more frequently if events or changes in circumstancesindicate that goodwill may be impaired. The Company tested its goodwill during the third quarter of 2011 and 2010 and concluded that no impairmentexisted. Intangible assets are assets that lack physical substance, and are accounted for in accordance with ASC Topic 350 and ASC Topic 360-10-35, Impairmentor Disposal of Long-Lived Assets. ASC Topic 360-10-35 provides guidance for recognition and measurement of the impairment of long-lived assets to beheld, used and disposed of by sale. Intangible assets arose from business combinations and consist of customer contracts, acquired technology and restrictivecovenants related to employment agreements that are amortized, on a straight-line basis, over periods of up to five years. Intangible assets are reviewed forimpairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. During the third quarter of 2011 and2010, the Company tested their intangible assets and concluded that no impairment existed. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Under ASC Topic 740, deferred tax assets are recognized forfuture deductible temporary differences and for tax net operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for temporarydifferences that will result in taxable amounts in future years. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply totaxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. A valuation allowance is provided to offset thenet deferred tax asset if, based upon the available evidence, management determines that it is more likely than not that some or all of the deferred tax assetwill not be realized. In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 was codified into ASC Topic 740,which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, and prescribes a recognition threshold andmeasurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of thenew FASB ASC Topic did not have a material effect on the Company’s consolidated financial statements. We may from time to time be assessed interest and/or penalties by taxing jurisdictions, although any such assessments historically have been minimal andimmaterial to our financial results. The Company’s federal tax returns for 2007, 2008, 2009 and 2010 are still open. In the event we have received anassessment for interest and/or penalties, it has been classified in the statement of operations as other general and administrative costs. Share-Based Compensation On October 16, 2006, the Company adopted ASC Topic 718, Compensation — Stock Compensation which requires the measurement and recognition ofcompensation expense for all share-based payment awards made to employees, directors, and consultants based on estimated fair values. 21Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. ASC Topic 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The valueof the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidatedstatement of operations. The Company follows the straight-line single option method of attributing the value of stock-based compensation to expense. Asstock-based compensation expense recognized is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. ASC Topic 718requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses the Black-Scholes option-pricing model as its method of valuation for share-based awards granted. The Company’s determination offair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptionsregarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatilityover the term of the awards and the expected term of the awards. The Company accounts for non-employee share-based compensation expense in accordancewith ASC Topic 505, Equity — Based Payments to Non-Employee. Use of Estimates and Assumptions The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires managementto make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dateof the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results can, and in many cases will, differfrom those estimates. Recent Accounting Pronouncements Reference is made to Note 2 (“Significant Accounting Policies”) of the consolidated financial statements, which commence on page F-7 of this report,which Note is incorporated herein by reference. 22Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Results of Operations of the Company Fiscal Year Ended December 31, 2011 compared to Fiscal Year Ended December 31, 2010 Overview. The financial information presented in the table below comprises the audited consolidated financial information of the Company for the yearsended December 31, 2011 and 2010 (amounts in thousands): Year EndedDecember 31, 2011 Year EndedDecember 31, 2010 Revenue: Telecommunications services sold $91,188 $81,075 Operating expenses: Cost of telecommunications services provided 64,198 57,022 Selling, general and administrative expense 18,597 18,021 Restructuring costs, employee termination and other items 958 - Depreciation and amortization 3,896 2,791 Total operating expenses 87,649 77,834 Operating income 3,539 3,241 Other income (expense): Interest expense, net (2,491) (1,407)Other income (expense), net (218) (368)Total other income (expense) (2,709) (1,775) Income before income taxes 830 1,466 Provision for income taxes 575 96 Net income $255 $1,370 Earnings per share: Basic $0.01 $0.08 Diluted $0.01 $0.08 Weighted average shares: Basic 18,599,028 16,740,882 Diluted 18,820,380 16,971,396 Revenue. The table below presents the components of revenue for the years ended December 31, 2011 and 2010: Geographical Revenue 2011 2010 United States 72% 76%United Kingdom 21% 15%Germany 6% 9%Japan 1% 0%Totals 100% 100% The shift in revenue geographically is the result of the acquisition of PacketExchange which occurred on June 6, 2011 and is predominately UK-basedrevenue. 23Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Total revenue increased $10.1 million, or 12%, for the year ended December 31, 2011 compared to the year ended December 31, 2010 primarily due to theacquisition of PacketExchange as well as increased sales to new and existing customers. Costs of Service. Total costs of service increased $7.2 million, or 13%, for the year ended December 31, 2011 compared to the year ended December 31,2010 primarily due to the PacketExchange acquisition as well as increased sales to new and existing customers. Selling, General and Administrative Expenses. SG&A increased $0.6 million, or 3% for the year ended December 31, 2011 compared to the year endedDecember 31, 2010. Restructuring costs, employee termination and non-recurring items. Restructuring costs increased by $1.0 million for the year ended December 31, 2011compared to the year ended December 31, 2010. The cause of the increase is the $1.0 million in restructuring costs associated with the PacketExchangeacquisition, including legal fees, professional fees, transfer taxes, and travel. Depreciation and Amortization. Depreciation and amortization expense increased $1.1 million, or 39%, to $3.9 million for the year ended December 31,2011, compared to the year ended December 31, 2010. The increase was due primarily to the network assets and intangibles related to the PacketExchangeacquisition. Interest Expense. Interest expense increased $1.1 million, or 77%, to $2.5 million for the year ended December 31, 2011 compared to the year endedDecember 31, 2010. The increase was due to the additional debt incurred in connection with the PacketExchange acquisition. Liquidity and Capital Resources (amounts in thousands) December 31,2011 December 31,2010 Cash and cash equivalents $3,249 $6,562 Debt $27,989 $14,265 Management monitors cash flow and liquidity requirements. Based on the Company’s cash and cash equivalents, the Silicon Valley Bank credit facility,and analysis of the anticipated working capital requirements, management believes the Company has sufficient liquidity to fund the business and meet itscontractual obligations for 2012. The Company’s current planned cash requirements for 2012 are based upon certain assumptions, including its ability tomanage expenses and the growth of revenue from service arrangements. In connection with the activities associated with the services, the Company expectsto incur expenses, including provider fees, employee compensation and consulting fees, professional fees, sales and marketing, insurance and interestexpense. Should the expected cash flows not be available, management believes it would have the ability to revise its operating plan and make reductions inexpenses. The Company believes that cash currently on hand, expected cash flows from future operations and existing borrowing capacity are sufficient to fundoperations for at least the next twelve months, including the scheduled repayment of indebtedness pursuant to the Silicon Valley Bank Term Loan. If ouroperating performance differs significantly from our forecasts, we may be required to reduce our operating expenses and curtail capital spending, and we maynot remain in compliance with our debt covenants. In addition, if the Company were unable to fully fund its cash requirements through operations andcurrent cash on hand, the Company would need to obtain additional financing through a combination of equity and subordinated debt financings and/orrenegotiation of terms of its existing debt. If any such activities become necessary, there can be no assurance that the Company would be successful inobtaining additional financing or modifying its existing debt terms. Operating Activities. Net cash used in operating activities was $28,000 for the year ended December 31, 2011, driven primarily by an increase in accountsreceivable, accrued expenses and other current liabilities and deferred revenue and other long-term liabilities and a decrease in accounts payable, offset bynet income and depreciation and amortization. Investing Activities. Net cash used in investing activities for the year ended December 31, 2011 was $16.1 million, consisting primarily of the $14.6million of cash used, net of cash acquired, in the acquisition of PacketExchange. Net cash used in investing activities for the year ended December 31, 2010was $0.2 million. 24Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Financing Activities. Net cash provided by financing activities increased to $13.0 million for the year ended December 31, 2011 as compared to$3.5 million for the year ended December 31, 2010. This increase was due to the modified Term Loan with Silicon Valley Bank and the Purchase Agreementwith BIA Digital Partners that was issued during the second quarter of 2011 in connection with the PacketExchange acquisition. Effect of Exchange Rate Changes on Cash. Effect of Exchange Rate Changes increased $0.1 million to $0.2 million for the year ended December 31, 2011as compared to an effect of $0.1 million for the year ended December 31, 2010. During 2011 and 2010, we made cash payments for interest totaling $2.2 million and $0.6 million, respectively. The increase in interest payments was aresult of the modified Term Loan with Silicon Valley Bank and the Purchase Agreement with BIA Digital Partners that was issued during the second quarterof 2011. Debt The following summarizes the debt activity of the Company for the year ended December 31, 2011 (amounts in thousands): Total Debt SVB Term Loan SVB Line ofCredit BIA Note SubordinatedNotes Capital Lease/Promissory Note Debt obligation as of December 31, 2010 $14,265 $9,500 $2,338 $- $2,183 $244 Subordinated notes issuance 153 - - - 153 - Issuance of BIA Note, net of discount 8,028 - - 8,028 - - Debt discount amortization 316 - - 50 266 - Draw on Line of Credit 762 - 762 - - - Increase in SVB Term Loan 6,333 6,333 - - - - Repayment of SVB Term Loan (2,333) (2,333) - - - - Principal payments on capital lease (244) - - - - (244)Seller Note Assumed 709 - - - - 709 Debt obligation as of December 31, 2011 $27,989 $13,500 $3,100 $8,078 $2,602 $709 Term Loan and Line of Credit On June 6, 2011, immediately following the PacketExchange acquisition, the Company and its subsidiaries GTTA, GTTE, WBS Connect LLC, aColorado limited liability company (“WBS”, and together with the Company, GTTA and GTTE, collectively, the “Existing Borrower”), PacketExchange(Ireland) Limited, a company incorporated and existing under the laws of Ireland (“PEIRL”), PacketExchange (Europe) Limited, a private limited companyincorporated and registered in England and Wales (“PELTD”), PacketExchange (USA), Inc., a Delaware corporation (“PEUSA”), PacketExchange, Inc., aDelaware corporation (“PEINC”, and together with PEIRL, PELTD and PEUSA, collectively, the “New Borrower”) (the New Borrower and the ExistingBorrower together are the “Borrower”) entered into a joinder and first loan modification agreement (the “Modification Agreement”) with Silicon ValleyBank, which amends that certain Loan and Security Agreement (the “Loan Agreement”), dated September 30, 2010, by and among Silicon Valley Bank andthe Existing Borrower. 25Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The Modification Agreement increases the amount of the term loan facility from $10 million to $15 million (the “Term Loan”), while the revolving lineof credit facility in the aggregate principal amount of up to $5 million (the “Line of Credit”) remains unchanged. The Modification Agreement containscustomary representations, warranties and covenants of the Borrower and customary events of default. In connection with negotiating the terms of theModification Agreement, it was noted that the Company would benefit by separating the financing provided under the Loan Agreement into separate U.S.and non-U.S. financings. Accordingly, the Company and Silicon Valley Bank restructured the terms of the Loan Agreement on June 29, 2011 to implementthis separation. The obligations of the Borrower under the Modification Agreement are secured by substantially all of Borrower’s tangible and intangibleassets pursuant to the Loan Agreement. The Term Loan matures on June 1, 2016. The Borrower shall repay the Term Loan in sixty (60) equal installments of principal and interest, with interestaccruing at a floating per annum rate equal to Silicon Valley Bank’s prime rate plus 3.75%, unless the Borrower achieves certain performance criteria, inwhich case the interest rate shall be equal to Silicon Valley Bank’s prime rate plus 2.75%. The Line of Credit will continue to mature on September 29, 2012 and the principal amount outstanding under the Line of Credit shall continue toaccrue interest at a floating per annum rate equal to Silicon Valley Bank’s prime rate plus 2%, unless the Borrower achieves certain performance criteria, inwhich case the interest rate shall be equal to Silicon Valley Bank’s prime rate plus 1.0%. Note Purchase Agreement for Second Lien Credit Facility Concurrent with entering in to the Modification Agreement, on June 6, 2011, the Company and its subsidiaries GTTA, WBS, PEUSA and PEINC(collectively, the “Note Borrower”) 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 “Notes”). The Noteswere 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 Note Borrower 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 Note Borrower an additional $1.0million. 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, intointerest expense, over the life of the notes. The Purchase Agreement contains customary representations, warranties and covenants of the Note Borrower andcustomary events of default. The obligations of the Note Borrower under the Purchase Agreement are secured by substantially all of Borrower’s tangible andintangible assets pursuant to the Purchase Agreement. 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 Note Borrower’s option, paid in cash or paid-in-kind. If the Note Borrower 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 Note Borrower under the Note Purchase Agreement are guaranteed by TEK and GTGS (GTGS and TEK, together, the “NoteGuarantors”) pursuant to unconditional guaranties executed by each Guarantor in favor of BIA (each a “Note Guaranty”). Each Guaranty is secured by asecond lien on each Guarantor’s tangible and intangible assets pursuant to a security agreement containing representations, warranties and covenantssubstantially similar to those made under the Note Purchase Agreement with respect to the Note Borrower. Pursuant to a pledge agreement (the “PledgeAgreement”), dated June 6, 2011, by and between BIA and the Company and GTTA, the obligations of the Note Borrower under the Note PurchaseAgreement are also secured by a pledge in all of the equity interests of the Company and GTTA in their respective United States subsidiaries and a pledge of65% of the voting equity interests and all of the non-voting equity interests of the Company and GTTA in their respective non-United States subsidiaries. Concurrent with entering into the Note Purchase Agreement, Silicon Valley Bank and BIA entered into an Intercreditor and Subordination Agreementwhich governs, among other things, ranking and collateral access for the respective lenders. 26Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 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 theCompany’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 theadditional $1.0 million funding, the Company issued to BIA an additional warrant (together the “Warrants”) to purchase from the Company 63,225 shares ofthe Company’s common stock, at an exercise price equal to $1.181 per share. The Company evaluated the down round ratchet feature embedded in the Warrants and after considering ASC 480, Distinguishing Liabilities fromEquity , which establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments withcharacteristics of both liabilities and equity, and ASC 815, Derivatives and Hedging, the Company concluded the Warrants should be treated as a derivativeand recorded a liability for the amount of $472,000. At December 31, 2011, the warrant liability was marked to market which resulted in a gain of $42,000for the year end. The balance of the warrant liability was $430,000 at December 31, 2011, which is included in other long-term liabilities. Subordinated Notes On February 8, 2010, the Company completed a units offering (“February 2010 Units”) in which it sold 500 units consisting of debt and common stockat a purchase price of $10,000 per unit, resulting in $5.0 million of proceeds to the Company. Each unit consisted of 2,970 shares of the Company’s commonstock, and $7,000 in principal amount of the Company’s subordinated promissory notes due February 8, 2012. The subordinated promissory notes wereissued 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 thesubordinated promissory notes accrues at 10% per annum. Accrued but unpaid interest was $178,000 as of December 31, 2011. The proceeds from the February 2010 Units were to be applied by the Company to finance a portion of the purchase price under an asset purchaseagreement with a potential acquisition target. On April 30, 2010, the asset purchase agreement with the potential acquisition target expired withoutconsummation of the acquisition. On May 13, 2010, investors representing $1.5 million in aggregated principal amount of the Company’s subordinatedpromissory notes and $0.9 million of the Company’s common stock waived the right to receive their refund and elected to retain some or all of theirsubordinated promissory notes. In May 2011, $1.4 million of the February 2010 Units subordinated notes were amended to mature in four equal installmentson March 31, June 30, September 30 and December 31, 2013, and are included in long-term debt as of December 31, 2011. The remaining $0.1 million of theFebruary 2010 Units subordinated notes are included in short-term debt as of December 31, 2011. On December 31, 2010, the Company completed a financing transaction in which it issued 212 Units, valued at $10,000 per unit (“December 2013Units”). Each unit consisted of 5,000 shares of the Company’s common stock, and $5,000 in principal amount of the Company’s subordinated promissorynotes due December 31, 2013. The subordinated promissory notes were issued at a discount to face value of $0.2 million and the discount is beingamortized, into interest expense, over the life of the notes. Interest on the subordinated promissory notes accrues at 10% per annum. In total, the Companyissued 1,060,000 shares of the Company’s common stock and $1.1 million in principal amount of subordinated promissory notes. On February 16, 2011, the Company and the holders of the December 2013 Units amended the offering solely to increase the aggregate principal amountavailable for issuance from $1.1 million to $1.6 million. On February 16, 2011, the Company also completed a financing transaction in which it issued 40Units, at a purchase price of $10,000 per Unit, for gross proceeds of $0.4 million. Each Unit was comprised of 5,000 shares of the Company’s common stock,and $5,000 in principal amount of subordinated promissory notes. The subordinated promissory notes were issued at a discount to face value of $47,000 andthe discount is being amortized, into interest expense, over the life of the notes. As of December 31, 2011, the subordinated notes payable had a balance of $2.6 million. The balance includes notes totaling $2.1 million due to arelated party, Universal Telecommunications, Inc. H. Brian Thompson, the Company’s Executive Chairman of the Board of Directors, is also the head ofUniversal Telecommunications, Inc., his own private equity investment and advisory firm. Also, included in the balance is $0.1 million of the notes held byofficers and directors of the Company. 27Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Promissory Note and Capital Lease As part of the December 2009 acquisition, the Company assumed approximately $0.6 million in capital lease obligations payable in monthlyinstallments through April 2011 and issued approximately $0.3 million in subordinated seller notes to the sellers, due in monthly installments and payable infull by October 2010. The Company paid in full both the subordinated seller notes and the capital lease obligations as of September 30, 2011. As part of the June 2011 acquisition of PacketExchange, the Company assumed a promissory note of approximately $0.7 million. Contractual Obligations and Commitments As of December 31, 2011, the Company had total contractual obligations of approximately $97.8 million. Of these obligations, approximately$68.3 million, or 70% are supplier agreements associated with the telecommunications services that the Company has contracted to purchase from its vendorsthrough 2016. The Company generally tries to structure its contracts so the terms and conditions in the vendor and client customer contracts are substantiallythe same in terms of duration and capacity. The back-to-back nature of the Company’s contracts means that the largest component of its contractualobligations is generally mirrored by its customer’s commitment to purchase the services associated with those obligations. However, in certain instancesrelating to network infrastructure, the Company will enter into purchase commitments with vendors that do not directly tie to underlying customercommitments. Approximately $27.9 million, or 28%, of the total contractual obligations are associated with the Company’s debt which matures between 2012 and 2016. Operating leases amount to $1.6 million, or 2% of total contractual obligations, which consist of building leases. ITEM 7A. 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 bankaccounts is linked to the applicable base interest rate. For the years ended December 31, 2011 and 2010, the Company had interest expense, net of interestincome, of approximately $2.5 million and $1.4 million, respectively. The Company believes that its results of operations are not materially affected bychanges in interest rates. Exchange Rate Sensitivity Approximately 28% of the Company’s revenue for the year ended December 31, 2011 is derived from services provided outside of the United States. As aconsequence, a material percentage of the Company’s revenue is billed in British Pounds Sterling or Euros. Since we operate on a global basis, we areexposed to various foreign currency risks. First, our consolidated financial statements are denominated in U.S. Dollars, but a significant portion of ourrevenue is generated in the local currency of our foreign subsidiaries. Accordingly, changes in exchange rates between the applicable foreign currency andthe U.S. Dollar will affect the translation of each foreign subsidiary’s financial results into U.S. Dollars for purposes of reporting consolidated financialresults. 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 paymentsfrom 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 itwill 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 theCompany’s results in the year ended December 31, 2011. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Reference is made to the consolidated financial statements, the notes thereto, and the reports thereon, commencing on page F-1 of this report, whichconsolidated financial statements, notes, and report are incorporated herein by reference. 28Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. ITEM 9A. CONTROLS AND PROCEDURES As of the end of the period covered by this Annual Report, an evaluation was carried out under the supervision and with the participation of theCompany’s management, including our Chief Executive Officer and Chief Accounting Officer, of the effectiveness of the design and operation of theCompany’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) and internal control over financialreporting. The evaluation of the Company’s disclosure controls and procedures and internal control over financial reporting included a review of our objectives andprocesses, implementation by the Company and the effect on the information generated for use in this Annual Report. In the course of this evaluation and inaccordance with Section 302 of the Sarbanes Oxley Act of 2002, we sought to identify material weaknesses in our controls, to determine whether we hadidentified any acts of fraud involving personnel who have a significant role in our internal control over financial reporting that would have a material effecton our consolidated financial statements, and to confirm that any necessary corrective action, including process improvements, were being undertaken. Ourevaluation of our disclosure controls and procedures is done quarterly and management reports the effectiveness of our controls and procedures in ourperiodic reports filed with the SEC. Our internal control over financial reporting is also evaluated on an ongoing basis by personnel in the Company’sfinance organization. The overall goals of these evaluation activities are to monitor our disclosure controls and procedures and internal control over financialreporting and to make modifications as necessary. We periodically evaluate our processes and procedures and make improvements as required. Because of its inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detectmisstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequatebecause of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management applies its judgment inassessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provideabsolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls isbased in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving itsstated goals under all potential future conditions, regardless of how remote. Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in the Company’s reports filedunder the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsand (ii) information is accumulated and communicated to management, including our Chief Executive Officer and Chief Accounting Officer, as appropriateto allow timely decisions regarding required disclosures. Our Chief Executive Officer and Chief Accounting Officer evaluated the effectiveness of the ourdisclosure controls and procedures in place at the end of the period covered by this Annual Report pursuant to Rule 13a-15(b) of the Exchange Act. Based onthis evaluation, the Chief Executive Officer and Chief Accounting Officer concluded that the Company’s disclosure controls and procedures (as defined inthe Exchange Act Rule 13(a)-15(e)) were effective as of December 31, 2011. Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined inExchange Act Rule 13a-15(f). Under the supervision and with the participation of the Company management, including our Chief Executive Officer andChief Accounting Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in InternalControl — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under theframework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as ofDecember 31, 2011. This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control overfinancial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules ofthe Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report. 29Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Changes in Internal Control over Financial Reporting There have been no significant changes in our internal control over financial reporting during the most recently completed fiscal quarter endedDecember 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item relating to our directors and corporate governance is incorporated herein by reference to the definitive ProxyStatement to be filed pursuant to Regulation 14A of the Exchange Act for our 2012 Annual Meeting of Stockholders. The information required by this Itemrelating to our executive officers is included in Item 1, “Business — Executive Officers” of this report. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of theExchange Act for our 2012 Annual Meeting of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of theExchange Act for our 2012 Annual Meeting of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of theExchange Act for our 2012 Annual Meeting of Stockholders. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of theExchange Act for our 2012 Annual Meeting of Stockholders. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements (1)Financial Statements are listed in the Index to Financial Statements on page F-1 of this report. (2)Schedules have been omitted because they are not applicable or because the information required to be set forth therein is included in theconsolidated financial statements or notes thereto. 30Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (b) Exhibits The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by referenceherein: EXHIBIT INDEX ExhibitNumber Description of Document3.1(1) Second Amended and Restated Certificate of Incorporation dated October 16, 2006.3.2(1) Amended and Restated Bylaws dated October 15, 2006.4.1(4) Specimen of Common Stock Certificate of the Company.4.2(4) Specimen of Class W Warrant Certificate of the Company.4.3(4) Specimen of Class Z Warrant Certificate of the Company.4.4(3) Unit Purchase Option granted to HCFP/Brenner Securities LLC.4.5(3) Warrant Agreement between American Stock Transfer & Trust Company and the Registrant.10.5(3) Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant.10.6(1) Employment Agreement for H. Brian Thompson, dated October 15, 2006.10.8(1) Form of Lock-up letter agreement entered into by the Registrant and the stockholders of Global Internetworking, Inc., dated October 15,2006.10.9(4) 2006 Employee, Director and Consultant Stock Plan, as amended. On November 30, 2006, the Plan was amended to (i) change thetermination date to May 21, 2016 and (ii) reflect the Company’s new corporate name.10.10(2) Form of Registration Rights Agreement.10.11(1) Form of Promissory Note issued to the stockholders of Global Internetworking, Inc., dated October 15, 2006.10.12(5) Note Amendment Agreement entered into by the Registrant and the former stockholders of Global Internetworking, Inc., dated November 13,2007.10.13(6) Form of Stock Option Agreement.10.14(6) Form of Restricted Stock Agreement.10.15(7) Separation Agreement for D. Michael Keenan, dated February 23, 2007.10.16(8) Employment Agreement for Richard D. Calder, Jr., dated May 7, 2007.10.17(5) Form of Exchange Agreement entered into by the Registrant and certain holders of promissory notes.10.18(5) Form of 10% Convertible Unsecured Subordinated Promissory Note.10.19(9) Loan and Security Agreement entered into by the Registrant, its subsidiary Global Telecom & Technology Americas, Inc. and Silicon ValleyBank, dated March 17, 2008.10.20(10) Amendment No. 1 to the Employment Agreement for Richard D. Calder, Jr., dated July 18, 2008.10.21(11) Employment Agreement for Eric A. Swank, dated February 2, 2009.10.22(12) Amended and Restated Loan and Security Agreement, dated June 16, 2009, between Silicon Valley Bank, Global Telecom & Technology,Inc. and Global Telecom & Technology Americas, Inc.10.23(13) Purchase Agreement, dated as of November 3, 2009, by and among Global Telecom & Technology Americas, Inc., GTT-EMEA, Limited,WBS Connect, LLC, TEK Channel Consulting, LLC, WBS Connect Europe Ltd., Scott Charter and Michael Hollander.10.24(14) Amendment, dated December 16, 2009, to the Purchase Agreement, dated as of November 2, 2009, by and among Global Telecom &Technology Americas, Inc., GTT-EMEA, Limited, WBS Connect, LLC, TEK Channel Consulting, LLC, WBS Connect Europe Ltd., ScottCharter and Michael Hollander.10.25(14) Waiver, dated December 16, 2009, executed by Global Telecom & Technology Americas, Inc.10.26(14) Promissory Note, dated December 16, 2009, executed by Global Telecom & Technology Americas, Inc. in favor of Scott Charter.10.27(14) Promissory Note, dated December 16, 2009, executed by Global Telecom & Technology Americas, Inc. in favor Michael Hollander.10.28(14) Guaranty, dated December 16, 2009, between Global Telecom & Technology, Inc. and Scott Charter.10.29(14) Guaranty, dated December 16, 2009, between Global Telecom & Technology, Inc. and Michael Hollander.10.30(14) Second Amended and Restated Loan and Security Agreement, dated December 16, 2009, between Silicon Valley Bank, Global Telecom &Technology, Inc., Global Telecom & Technology Americas, Inc., WBS Connect, LLC and GTT-EMEA, Ltd.10.31(14) Amended and Restated Unconditional Guaranty, dated December 16, 2009, executed by TEK Channel Consulting, LLC and GTT GlobalTelecom Government Services, LLC in favor of Silicon Valley Bank10.32(14) GTT-EMEA, Ltd. Debenture in favor of Silicon Valley Bank. 31Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 10.33(15) Asset Purchase Agreement, dated December 31, 2009, by and among Capital Growth Systems, Inc., Global Capacity Group, Inc., GlobalCapacity Direct, LLC (f/k/a Vanco Direct USA, LLC) and Global Telecom & Technology Americas, Inc.10.34(16) Form of Promissory Note of Global Telecom & Technology, Inc. due February 8, 2012.10.35(16) Form of Note Amendment No. 2, dated as of January 14, 2010, by and between Global Telecom & Technology, Inc. and each holder of GlobalTelecom & Technology’s 10% promissory notes due December 31, 2010 and issued in October 2006.10.36(16) Note Amendment effective as of January 14, 2010, by and among Global Telecom & Technology, Inc. and the holders of Global Telecom &Technology’s 10% promissory notes due December 31, 2010 and issued in November 2007.21.1* Subsidiaries of the Registrant.23.1* Consent of J.H. Cohn LLP.24.1* Power of Attorney (included on the signature page to this report).31.1* Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.31.2* Certification of Chief Accounting Officer pursuant to Rules 13a-14 and 15d-14 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 of2002.32.2* Certification of Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002. * Filed herewith (1)Previously filed as an Exhibit to the Registrant’s Form 8-K filed October 19, 2006, and incorporated herein by reference. (2)Previously filed as an Exhibit to the Registrant’s Amendment No. 1 to the Registration Statement on Form S-1 (Registration No. 333-122303) andincorporated herein by reference. (3)Previously filed as an Exhibit to the Registrant’s Annual Report on Form 10-K filed March 30, 2006, and incorporated herein by reference. (4)Previously filed as an Exhibit to the Registrant’s Form 10-Q filed November 14, 2006 and incorporated herein by reference. (5)Previously filed as an Exhibit to the Registrant’s Form 8-K filed November 14, 2007 and incorporated herein by reference. (6)Previously filed as an Exhibit to the Registrant’s Annual Report on Form 10-K filed April 17, 2007, and incorporated herein by reference. (7)Previously filed as an Exhibit to the Registrant’s Form 8-K filed February 23, 2007, and incorporated herein by reference. (8)Previously filed as an Exhibit to the Registrant’s Form 8-K filed May 10, 2007, and incorporated herein by reference. (9)Previously filed as an Exhibit to the Registrant’s Form 8-K filed March 20, 2008, and incorporated herein by reference. (10)Previously filed as an Exhibit to the Registrant’s Form 8-K filed August 4, 2008, and incorporated herein by reference. (11)Previously filed as an Exhibit to the Registrant’s Form 8-K filed February 5, 2009, and incorporated herein by reference. (12)Previously filed as an exhibit to the Registrant’s Form 8-K filed June 22, 2009, and incorporated herein by reference (13)Previously filed as an exhibit to the Registrant’s Form 8-K filed June 22, 2009, and incorporated herein by reference (14)Previously filed as an exhibit to the Registrant’s Form 8-K filed December 22, 2009, and incorporated herein by reference. (15)Previously filed as an exhibit to the Registrant’s Form 8-K filed January 6, 2010, and incorporated herein by reference. (16)Previously filed as an exhibit to the Registrant’s Form 8-K filed February 12, 2010, and incorporated herein by reference. 32Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf 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: March 23, 2012 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard D. Calder, Jr. andMichael R. Bauer, jointly and severally, his attorney-in-fact, each with the full power of substitution, for such person, in any and all capacities, to sign anyand all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with theSecurities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thingrequisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might do or could do in person hereby ratifying andconfirming all that each of said attorneys-in-fact and agents, or his substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on or before March 23, 2012 by the following persons onbehalf of the registrant and in the capacities indicated. Signature Title /s/ Richard D. Calder, Jr. President, Chief Executive Officer and Richard D. Calder, Jr. Director (Principal Executive Officer) /s/ Michael R. Bauer Principal Accounting Officer and Treasurer Michael R. Bauer /s/ H. Brian Thompson Chairman of the Board and Executive H. Brian Thompson Chairman /s/ S. Joseph Bruno Director S. Joseph Bruno /s/ Didier Delepine Director Didier Delepine /s/ Rhodric C. Hackman Director Rhodric C. Hackman /s/ Howard Janzen Director Howard Janzen /s/ Morgan E. O’Brien Director Morgan E. O’Brien /s/ Theodore B. Smith, III Director Theodore B. Smith, III 33Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. INDEX TO FINANCIAL STATEMENTS Global Telecom & Technology, Inc. Report of Independent Registered Public Accounting FirmF-2Consolidated Balance Sheets as of December 31, 2011 and 2010F-3Consolidated Statements of Income for the years ended December 31, 2011 and 2010F-4Consolidated Statements of Stockholders’ Equity for years ended December 31, 2011 and 2010F-5Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010F-6Notes to Consolidated Financial StatementsF-7 F-1Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Global Telecom & Technology, Inc. We have audited the accompanying consolidated balance sheets of Global Telecom & Technology, Inc. and Subsidiaries as of December 31, 2011 and2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. These consolidated financialstatements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements basedon our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of GlobalTelecom & Technology, Inc. and Subsidiaries as of December 31, 2011 and 2010, and their consolidated results of operations and cash flows for the yearsthen ended, in conformity with accounting principles generally accepted in the United States of America. /s/ J.H. Cohn LLP Jericho, New YorkMarch 23, 2012 F-2Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Global Telecom & Technology, Inc. Consolidated Balance Sheets(Amounts in thousands, except for share and per share data) December 31, 2011 December 31, 2010 ASSETS Current assets: Cash and cash equivalents $3,249 $6,562 Accounts receivable, net of allowances of $1,516 and $4,123, respectively 10,855 5,787 Deferred contract costs 1,831 536 Prepaid expenses and other current assets 2,197 1,105 Total current assets 18,132 13,990 Property and equipment, net 3,262 1,674 Intangible assets, net 11,828 5,732 Other assets 4,153 3,519 Goodwill 40,950 29,046 Total assets $78,325 $53,961 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $16,457 $9,279 Accrued expenses and other current liabilities 8,325 6,831 Short-term debt 6,677 2,245 Deferred revenue 6,157 5,898 Total current liabilities 37,616 24,253 Long-term debt 21,312 12,020 Deferred revenue and other long-term liabilities 1,266 605 Total liabilities 60,194 36,878 Commitments and contingencies Stockholders' equity: Common stock, par value $.0001 per share, 80,000,000 shares authorized, 18,674,860 and 17,880,254 sharesissued and outstanding as of December 31, 2011 and 2010, respectively 2 2 Additional paid-in capital 62,442 61,497 Accumulated deficit (43,874) (44,129)Accumulated other comprehensive loss (439) (287)Total stockholders' equity 18,131 17,083 Total liabilities and stockholders' equity $78,325 $53,961 The accompanying notes are an integral part of these Consolidated Financial Statements. F-3Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Global Telecom & Technology, Inc. Consolidated Statements of Income(Amounts in thousands, except for share and per share data) Year EndedDecember 31, 2011 Year EndedDecember 31, 2010 Revenue: Telecommunications services sold $91,188 $81,075 Operating expenses: Cost of telecommunications services provided 64,198 57,022 Selling, general and administrative expense 18,597 18,021 Restructuring costs, employee termination and other items 958 - Depreciation and amortization 3,896 2,791 Total operating expenses 87,649 77,834 Operating income 3,539 3,241 Other income (expense): Interest expense, net (2,491) (1,407)Other income (expense), net (218) (368)Total other income (expense) (2,709) (1,775) Income before income taxes 830 1,466 Provision for income taxes 575 96 Net income $255 $1,370 Earnings per share: Basic $0.01 $0.08 Diluted $0.01 $0.08 Weighted average shares: Basic 18,599,028 16,740,882 Diluted 18,820,380 16,971,396 The accompanying notes are an integral part of these Consolidated Financial Statements. F-4Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Global Telecom & Technology, Inc. Consolidated Statements of Stockholders’ Equity(Amounts in thousands, except for share and per share data) Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Shares Amount Capital Deficit Loss Total Balance, December 31, 2009 15,472,912 $2 $58,710 $(45,499) $(199) $13,014 Share-based compensation for options issued - - 171 - - 171 Share-based compensation for restricted stock issued 417,682 - 473 - - 473 Common shares issued in February 2010 units offering, net of refund 925,660 - 1,139 - - 1,139 Stock options exercised 4,000 - 1 - - 1 Shares issued in connection with December 2010 units offering 1,060,000 - 1,279 - - 1,279 Cancellation of shares to be issued related to the December 2009acquisition - - (276) - - (276) Comprehensive income (loss) Net income - - - 1,370 - 1,370 Change in accumulated foreign currency loss on translation - - - - (88) (88)Comprehensive income 1,282 Balance, December 31, 2010 17,880,254 2 61,497 (44,129) (287) 17,083 Share-based compensation for options issued - - 171 - - 171 Share-based compensation for restricted stock issued 384,606 - 527 - - 527 Shares issued related to December 2009 acquisition 210,000 - - - - - Shares issued in February 2011 units offering 200,000 - 247 - - 247 Comprehensive income (loss): Net income - - - 255 - 255 Change in accumulated foreign currency translation loss - - - - (152) (152)Comprehensive income 103 Balance, December 31, 2011 18,674,860 $2 $62,442 $(43,874) $(439) $18,131 The accompanying notes are an integral part of these Consolidated Financial Statements. F-5Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Global Telecom & Technology, Inc. Consolidated Statements of Cash Flows(Amounts in thousands) Year Ended December 31, 2011 December 31, 2010 Cash flows from operating activities: Net income $255 $1,370 Adjustments to reconcile net income to net cash used in operating activities Depreciation and amortization 3,896 2,791 Shared-based compensation 698 644 Debt discount amortization 316 - Change in fair value of warrant liability (42) - Changes in operating assets and liabilities, net of effects of acquisition: Accounts receivable, net (2,307) 3,310 Deferred contract cost, prepaid expenses, income tax refund receivable and other current assets (564) (265)Other assets (108) (3,120)Accounts payable 2,829 (2,981)Accrued expenses and other current liabilities (3,124) (3,988)Deferred revenue and other long-term liabilities (1,877) 51 Net cash used in operating activities (28) (2,188) Cash flows from investing activities: Acquisition of businesses, net of cash acquired (14,604) - Purchase of customer list (1,000) - Purchases of property and equipment (530) (186) Net cash used in investing activities (16,134) (186) Cash flows from financing activities: Promissory note repayment - (250)Principal payments on capital leases (244) (339)Borrowing on line of credit 762 (740)Repayment of term loan (2,333) 9,500 Payment of notes payable - (4,000)Payment of convertible notes payable - (3,171)Issuance of term loan, net of fees 14,417 - Issuance of subordinated notes 153 1,546 Issuance of units offering common shares 247 936 Net cash provided by financing activities 13,002 3,482 Effect of exchange rate changes on cash (153) (94) Net decrease (increase) in cash and cash equivalents (3,313) 1,014 Cash and cash equivalents at beginning of year 6,562 5,548 Cash and cash equivalents at end of year $3,249 $6,562 Supplemental disclosure of cash flow information Cash paid for interest $2,175 $559 Supplemental disclosure of non cash investing and financing activities: Fair value of PacketExchange liabilities assumed (Note 3) $9,869 $- Fair value of PacketExchange assets acquired (Note 3) 16,015 - Fair value of promissory note assumed in PacketExchange acquisition (Note 3) 709 - Non-cash increase in other assets due to the Packet Exchange acquisition 544 - Fair value of warrant liability (Note 4) 472 - The accompanying notes are an integral part of these Consolidated Financial Statements. F-6Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Global Telecom & Technology, Inc. Notes to 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 globalnetwork operator delivering data services to large enterprise, government and carrier customers in over 80 countries worldwide. GTT provides customers withinnovative connectivity solutions by utilizing our own network assets - linking over 100 Points of Presence across North America, Europe and Asia - andextending them through our 800 partners worldwide. Our Network as a Service proposition delivers flexible, reliable and scalable network infrastructure,capable of both public and secure private networking. We simplify network deployment by removing the complexity of multi-vendor solutions whileoffering the cost efficiencies of a single partner. For over 14 years GTT has provided world class project management, rapid service implementation andglobal 24/7 end-to-end solution monitoring and support. GTT is headquartered in the Washington, DC metro region with offices in London, Dusseldorf, andDenver. GTT serves as the holding company for two operating subsidiaries, Global Telecom & Technology Americas, Inc. (“GTTA”) and GTT — EMEA Ltd.(“GTTE”) and their respective subsidiaries (collectively, hereinafter, the “Company”). NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation of Consolidated Financial Statements and Use of Estimates The consolidated financial statements include the accounts of the Company, GTTA, GTTE, and GTTA’s and GTTE’s operating subsidiaries. All significantintercompany transactions and balances have been eliminated in consolidation. GTTA’s subsidiaries include: GTT Global Telecom Government Services, LLC WBS Connect LLC TEK Channel Consulting, LLC PEUSA PEINC GTTE’s subsidiaries include: European Telecommunications & Technology Inc., a Delaware corporation Global Telecom & Technology Deutschland GmbH (formerly called ETT European Telecommunications & Technology Deutschland GmbH), aGerman corporation ETT (European Telecommunications & Technology) Private Limited, an Indian corporation European Telecommunications & Technology (S) Pte Limited, a Singapore corporation ETT Network Services Limited, a United Kingdom corporation F-7Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. WBS Connect Europe, Ltd. PEIRL PacketExchange Ireland PEX Hong Kong PEX KK (Japan) PEX (Singapore) PEEL PacketExchange Europe PEUK PacketExchange, Ltd. PEML PacketExchange Metro The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significantaccounting estimates to be made by management include allowances for doubtful accounts, valuation of goodwill and other long-lived assets, accrual forbilling disputes, and valuation of equity instruments. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates. Revenue Recognition The Company provides data connectivity solutions, such as dedicated circuit access, access aggregation and hubbing and managed network services to itscustomers. Certain of the Company’s current revenue activities have features that may be considered multiple elements. The Company believes that there isinsufficient evidence to determine each element’s fair value and as a result, in those arrangements where there are multiple elements, revenue is recordedratably over the term of the arrangement. Network Services and Support. The Company’s services are provided pursuant to contracts that typically provide for payments of recurring charges on amonthly basis for use of the services over a committed term. Each service contract has a fixed monthly cost and a fixed term, in addition to a fixed installationcharge (if applicable). At the end of the initial term of most service contracts the contracts roll forward on a month-to-month or other periodic basis andcontinue to bill at the same fixed recurring rate. If any cancellation or termination charges become due from the customer as a result of early cancellation ortermination of a service contract, those amounts are calculated pursuant to a formula specified in each contract. Recurring costs relating to supply contractsare recognized ratably over the term of the contract. Non-recurring Fees, Deferred Revenue. Non-recurring fees for data connectivity typically take the form of one-time, non-refundable provisioning feesestablished pursuant to service contracts. The amount of the provisioning fee included in each contract is generally determined by marking up or passingthrough the corresponding charge from the Company’s supplier, imposed pursuant to the Company’s purchase agreement. Non-recurring revenue earned forproviding provisioning services in connection with the delivery of recurring communications services is recognized ratably over the contractual term of therecurring service starting upon commencement of the service contract term. Fees recorded or billed from these provisioning services are initially recorded asdeferred revenue then recognized ratably over the contractual term of the recurring service. Installation costs related to provisioning incurred by theCompany from independent third party suppliers, directly attributable and necessary to fulfill a particular service contract, and which costs would not havebeen incurred but for the occurrence of that service contract, are recorded as deferred contract costs and expensed proportionally over the contractual term ofservice in the same manner as the deferred revenue arising from that contract. Deferred costs do not exceed deferred upfront fees. Based on operating activity,the Company believes the initial contractual term is the best estimate of the period of earnings. F-8Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Other Revenue. From time to time, the Company recognizes revenue in the form of fixed or determinable cancellation (pre-installation) or termination(post-installation) charges imposed pursuant to the service contract. This revenue is earned when a customer cancels or terminates a service agreement prior tothe end of its committed term. This revenue is recognized when billed if collectibility is reasonably assured. In addition, the Company from time to time sellsequipment in connection with data networking applications. The Company recognizes revenue from the sale of equipment at the contracted selling pricewhen title to the equipment passes to the customer (generally F.O.B. origin) and when collectibility is reasonably assured. Translation of Foreign Currencies These consolidated financial statements have been reported in U.S. Dollars by translating asset and liability amounts of foreign subsidiaries at the closingexchange rate, equity amounts at historical rates, and the results of operations and cash flow at the average exchange rate prevailing during the periodsreported. A summary of exchange rates used is as follows: U.S. Dollars /British PoundsSterling U.S. Dollars/ Euro 2011 2010 2011 2010 Closing exchange rate at December 31 1.55 1.55 1.29 1.33 Average exchange rate during the period 1.60 1.55 1.39 1.33 Transactions denominated in foreign currencies are recorded at the rates of exchange prevailing at the time of the transaction. Monetary assets andliabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the balance sheet date. Exchange differences arising uponsettlement of a transaction are reported in the consolidated statements of operations in other income. Other Income (Expense), Net The Company recognized other expense, net of income, of $218,000 and $368,000 for the years ended December 31, 2011 and 2010, respectively,primarily comprised of the unrealized and realized transactional gains and losses on foreign exchange. Accounts Receivable, Net Accounts receivable balances are stated at amounts due from the customer net of an allowance for doubtful accounts. Credit extended is based on anevaluation of the customer’s financial condition and is granted to qualified customers on an unsecured basis. The Company, pursuant to its standard service contracts, is entitled to impose a finance charge of a certain percentage per month with respect to allamounts that are past due. The Company’s standard terms require payment within 30 days of the date of the invoice. The Company treats invoices as past duewhen they remain unpaid, in whole or in part, beyond the payment time set forth in the applicable service contract. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade receivables are pastdue, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. Specificreserves are also established on a case-by-case basis by management. The Company writes off accounts receivable when they become uncollectible. Creditlosses have historically been within management’s expectations. Actual bad debts, when determined, reduce the allowance, the adequacy of whichmanagement then reassesses. The Company writes off accounts after a determination by management that the amounts at issue are no longer likely to becollected, following the exercise of reasonable collection efforts, and upon management’s determination that the costs of pursuing collection outweigh thelikelihood of recovery. As of December 31, 2011 and 2010, the total allowance for doubtful accounts was $1.5 million and $4.1 million, respectively. F-9Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Other Comprehensive Income In addition to net income, comprehensive income (loss) includes charges or credits to equity occurring other than as a result of transactions withstockholders. For the Company, this consists of foreign currency translation adjustments. Share-Based Compensation Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation requires the Company to measure and recognizecompensation expense for all share-based payment awards made to employees and directors based on estimated fair values. Share-based compensation expense recognized under ASC Topic 718 was $0.7 million for both the years ended December 31, 2011 and 2010. For theyears ended December 31, 2011 and 2010, share-based compensation expense related to stock option grants were both approximately $0.2 million. Share-based compensation expense related to restricted stock awards were $0.5 million for both of the years ended December 31, 2011 and 2010. Share-basedcompensation expense is included in selling general and administrative expense on the accompanying consolidated statements of operations. See Note 10 foradditional information. ASC Topic 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The valueof the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidatedstatement of operations. Share-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2011 and 2010,included compensation expense for share-based payment awards based on the grant date fair value estimated in accordance with the provisions of ASC Topic718. The Company follows the straight-line single option method of attributing the value of stock-based compensation to expense. As stock-basedcompensation expense recognized in the consolidated statement of operations for the years ended December 31, 2011 and 2010 is based on awardsultimately expected to vest, it has been reduced for estimated forfeitures. ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses the Black-Scholes option-pricing model as its method of valuation for share-based awards granted. The Company’s determination offair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptionsregarding a number of complex and subjective variables. These variables include, but are not limited to; the Company’s expected stock price volatility overthe term of the awards and the expected term of the awards. The Company accounts for non-employee stock-based compensation expense in accordance with ASC Topic 505, Equity — Based Payments to Non-Employees. The Company did not issue any grants to non-employees in 2011. The Company issued non-employee grants of 107,502 shares in 2010. Cash and Cash Equivalents Included in cash and cash equivalents are deposits with financial institutions as well as short-term money market instruments, certificates of deposit anddebt instruments with maturities of three months or less when purchased. Accounting for Derivative Instruments The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging, which establishes accounting and reportingstandards 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 Own Equity, which provides criteria for determining whether freestandingcontracts 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 aliability. The Company also considers in ASC 815, the guidance for determining whether an equity-linked financial instrument (or embedded feature) issued by anentity 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. As a result, the Company recorded a warrant liability in the amount of $472,000 in 2011. At December 31, 2011, the warrant liabilitywas marked to market which resulted in a gain of $42,000. The balance of the warrant liability was $430,000 at December 31, 2011, which is included inother long-term liabilities. F-10Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Under ASC Topic 740, deferred tax assets are recognized forfuture deductible temporary differences and for net operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for temporarydifferences that will result in taxable amounts in future years. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply totaxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. A valuation allowance is provided to offset thenet deferred tax asset if, based upon the available evidence, management determines that it is more likely than not that some or all of the deferred tax assetwill not be realized. The Company may, from time to time, be assessed interest and/or penalties by taxing jurisdictions, although any such assessments historically have beenminimal and immaterial to its financial results. The Company’s federal tax returns for 2007, 2008, 2009 and 2010 are still open. In the event the Companyhas received an assessment for interest and/or penalties, it has been classified in the statements of operations as other general and administrative costs. The Company is liable in certain cases for collecting regulatory fees and/or certain sales taxes from its customers and remitting the fees and taxes to theapplicable governing authorities. The Company records taxes applicable under ASC Topic 605, Subtopic 45, Revenue Recognition — Principal AgentConsiderations, on a net basis. Net Income Per Share Basic income per share is computed by dividing income available to common stockholders by the weighted average number of common sharesoutstanding. Diluted earnings per share reflect, in periods with earnings and in which they have a dilutive effect, the effect of common shares issuable uponexercise of stock options and warrants. The table below details the calculations of earnings per share (in thousands, except per share data): Year Ended December 31, 2011 2010 Numerator for basic and diluted EPS – income available to common stockholders $255 $1,370 Denominator for basic EPS – weighted average shares 18,599 16,741 Effect of dilutive securities 221 230 Denominator for diluted EPS – weighted average shares 18,820 16,971 Earnings per share: Basic and diluted $0.01 $0.08 F-11Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The table below details the anti-dilutive items that were excluded in the computation of earnings per share (in thousands): Year Ended December 31, 2011 2010 Class Z warrants 12,090 12,090 Stock options 658 504 Totals 12,748 12,594 At December 31, 2011 and 2010, we had 12,090,000 Class Z warrants outstanding, each of which entitles the holder to purchase a share of our commonstock at an exercise price of $5.00 per share on or before April 10, 2012. Software Capitalization Internal Use Software — The Company recognizes internal use software in accordance with ASC Topic 350-40, Internal-Use Software, which requires thatcertain costs incurred in purchasing or developing software for internal use be capitalized as internal use software development costs and included in fixedassets. Amortization of the software begins when the software is ready for its intended use. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation computed using the straight-line method. Depreciation on these assets iscomputed over the estimated useful lives of the assets ranging from three to seven years. Leasehold improvements are amortized over the shorter of the termof the lease, excluding optional extensions, or the useful life. Depreciable lives used by the Company for its classes of assets are as follows: Furniture and Fixtures7 yearsTelecommunication Equipment5 yearsLeasehold Improvementsup to 10 yearsComputer Hardware and Software3-5 yearsInternal Use Software3 years Goodwill Goodwill is the excess purchase price paid over identified intangible and tangible net assets of acquired businesses. Goodwill is not amortized, and istested for impairment at the reporting unit level annually or when there are any indications of impairment, as required by ASC Topic 350, Intangibles —Goodwill and Other. ASC Topic 350 provides guidance on financial accounting and reporting related to goodwill and other intangibles, other than theaccounting at acquisition for goodwill and other intangibles. A reporting unit is an operating segment, or component of an operating segment, for whichdiscrete financial information is available and is regularly reviewed by management. We have one reporting unit to which goodwill is assigned. In September 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-08, Intangibles—Goodwill and Other (Topic 350): TestingGoodwill for Impairment. ASU 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permitsan entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carryingamount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill andOther. The first step tests for impairment by applying fair value-based tests. The second step, if deemed necessary, measures the impairment by applying fairvalue-based tests to specific assets and liabilities. Application of the goodwill impairment test requires significant judgments including estimation of futurecash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company, the useful life over which cash flows willoccur, and determination of the Company’s cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair valueand conclusions on goodwill impairment. F-12Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Intangibles Intangible assets are accounted for in accordance with ASC Topic 350 and ASC Topic 360-10-35, Impairment or Disposal of Long-Lived Assets. ASCTopic 360-10-35 provides guidance for recognition and measurement of the impairment of long-lived assets to be held, used and disposed of by sale.Intangible assets arose from business combinations and consist of customer contracts, acquired technology and restrictive covenants related to employmentagreements that are amortized, on a straight-line basis, over periods of up to five years. In accordance with ASC Topic 350, the Company reviews long-lived assets to be held and used for impairment whenever events or changes incircumstances indicate that the carrying amount of the assets may not be recoverable. If the carrying amount of an asset exceeds its estimated futureundiscounted cash flows the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the assetexceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair Value of Financial Instruments The fair values of the Company’s assets and liabilities that qualify as financial instruments under ASC Topic 825, Financial Instruments, including cashand cash equivalents, accounts receivable, accounts payable, short-term debt, and accrued expenses are carried at cost, which approximates fair value due tothe short-term maturity of these instruments. The reported amounts of long-term obligations approximate fair value, given management’s evaluation of theinstruments’ current rates compared to market rates of interest and other factors. Accrued Carrier Expenses The Company accrues estimated charges owed to its suppliers for services. The Company bases this accrual on the supplier contract, the individual serviceorder executed with the supplier for that service, the length of time the service has been active, and the overall supplier relationship. Disputed Carrier Expenses It is common in the telecommunications industry for users and suppliers to engage in disputes over amounts billed (or not billed) in error or overinterpretation of contract terms. The disputed carrier cost included in the consolidated financial statements includes disputed but unresolved amountsclaimed as due by suppliers, unless management is confident, based upon its experience and its review of the relevant facts and contract terms, that theoutcome of the dispute will not result in liability for the Company. Management estimates this liability and reconciles the estimates with actual results asdisputes are resolved, or as the appropriate statute of limitations with respect to a given dispute expires. For the year ended December 31, 2011, open disputes totaled approximately $3.4 million. Based upon its experience with each vendor and similardisputes in the past, and based upon management review of the facts and contract terms applicable to each dispute, management has determined that the mostlikely outcome is that the Company will be liable for approximately $1.3 million in connection with these disputes as of December 31, 2011. As of December31, 2010, open disputes totaled approximately $1.9 million and the Company determined the liability from these disputes to be $0.7 million. Recent Accounting Pronouncements In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAPand IFRSs, which amends the current fair value measurement and disclosure guidance of ASC Topic 820, Fair Value Measurement, to include increasedtransparency around valuation inputs and investment categorization. The guidance provided in ASU No. 2011-04 is effective prospectively for interim andannual periods beginning after December 15, 2011. The Company does not expect the adoption of these provisions to have a material impact on itsconsolidated statements of income and balance sheets. In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220)—Presentation of Comprehensive Income (ASU 2011-05). ASU2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. Instead,ASU 2011-05 requires entities to report all non-owner changes in stockholders’ equity in either a single continuous statement of comprehensive income, or intwo separate, but consecutive statements. ASU 2011-05 does not change the items that must be reported in other comprehensive income, or when an itemmust be reclassified to net income. ASU 2011-05 requires retrospective application and is effective for fiscal years, and interim periods within those years,beginning after December 15, 2011. Other than the presentational changes that will be required by ASU 2011-05, the adoption of ASU 2011-05 is notexpected to have an impact on our consolidated financial statements. F-13Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. In September 2011, the FASB has issued ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitativefactors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determiningwhether it is necessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other. The more-likely-than-notthreshold is defined as having a likelihood of more than 50%. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscalyears beginning after December 15, 2011. The Company has early adopted the provisions of the ASU and, accordingly, has performed an assessment ofqualitative factors further discussed in Note 5. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on theCompany’s consolidated financial statements or the Company’s future results of operations. NOTE 3 — ACQUISITION On June 6, 2011, GTT acquired privately-held PacketExchange. Based in London, PacketExchange provides customized Ethernet network solutions forapproximately 500 customers worldwide. PacketExchange‘s redundant network stretches across over 20 major cities in Europe, the United States and Asia. The Company accounted for the acquisition using the purchase method of accounting with GTT treated as the acquiring entity. Accordingly,consideration paid by the Company to complete the acquisition of PacketExchange has been allocated to PacketExchange’s assets and liabilities based upontheir estimated fair values as of the date of completion of the acquisition, June 6, 2011. The Company estimated the fair value of PacketExchange’s assets andliabilities based on discussions with PacketExchange’s management, due diligence and information presented in financial statements. The intangible assetsacquired were related to customer relationships. Amounts inthousands Purchase Price: Debt extinguished by GTT at closing $11,767 Accrued liabilities extinguished by GTT at closing 4,074 Total cash consideration 15,841 Fair value of liabilities assumed 9,869 Fair value of debt assumed 709 Fair value of deferred consideration 1,500 Total consideration rendered $27,919 Purchase Price Allocation: Acquired Assets: Current assets, including cash acquired of $1,238 $5,823 Property and equipment 2,455 Intangible assets 7,578 Other assets 159 Total fair value of assets acquired 16,015 Goodwill 11,904 Total consideration $27,919 F-14Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The following schedule presents unaudited consolidated pro forma results of operations as if the acquisition had occurred on January 1, 2010. Thisinformation does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed January 1, 2010,nor is it necessarily indicative of the future operating results or the financial position of the combined company. The unaudited pro forma results ofoperations do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. Year Ended December 31, 2011 2010 Amounts in thousands, except per share data Revenue $101,919 $108,431 Net loss $(528) $(1,143) Net loss per share: Basic $(0.03) $(0.07)Diluted $(0.03) $(0.07) Basic 18,599,028 16,740,882 Diluted 18,599,028 16,740,882 During the year ended December 31, 2011, the Company settled outstanding contingent consideration resulting from the 2009 acquisition. TheCompany issued 210,000 shares of common stock, which had been fair valued as part of the purchase price allocation, and as such, no further charges wererecorded. NOTE 4 — 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 financialliabilities. ASC 820 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America andexpands disclosures about fair value measurements. ASC 820 applies under other previously issued accounting pronouncements that require or permit fairvalue 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 marketparticipants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developedbased on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptionsdeveloped 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 assetsor 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 asfollows: ·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 2inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in marketsthat are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from orcorroborated 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. F-15Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The Company considers the valuation of its warrant liability as a Level 3 liability based on unobservable inputs. The Company uses the Black-Scholespricing model to measure the fair value of the warrant liability. The model required the input of highly subjective assumptions including volatility of 64%,expected term of 5 years, risk-free interest rate of 1.6% 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 thefair value hierarchy as of December 31, 2011: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $— $— $430,000 $430,000 Rollforward of Level 3 liabilities are as follows: Balance at December 31, 2010 $- Issuance of warrants 472,000 Change in fair value of warrant liability (42,000)Balance at December 31, 2011 $430,000 The carrying amounts of cash equivalents, investments, receivables, accounts payable, and accrued expenses approximate fair value due to theimmediate or short-term maturity of these financial instruments. The fair value of notes payable is determined using current applicable rates for similarinstruments as of the balance sheet date and approximates the carrying value of such debt. NOTE 5 — GOODWILL AND INTANGIBLE ASSETS During the third quarter of 2011, the Company completed its annual goodwill impairment testing in accordance with ASC Topic 350. In September 2011,the FASB issued ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The amendments in the ASU permit anentity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount asa basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. After performing the qualitative assessment, the Company determined that the fair value of the reporting unit is more likely than not greater than itscarrying amount, and therefore the first and second steps of the goodwill impairment test are unnecessary and concluded that no impairment existed. During the second quarter of 2011, the Company recorded goodwill in the amount of $11.9 million in connection with the PacketExchange acquisition.Additionally, $7.6 million of the purchase price was allocated to intangible assets related to customer relationships which are subject to straight-lineamortization. During the third quarter of 2011, the Company entered into a sales novation agreement which assigned and transferred to the Company certain servicelevel agreements and all rights under those agreements, as well as certain supply agreements and obligations there under. The Company valued the customerrelationships from the novation and recorded $1.0 million in intangible assets. F-16Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The following table summarizes the Company’s intangible assets as of December 31, 2011 and 2010 (amounts in thousands): December 31, 2011 Amortization Gross Asset Accumulated Net Book Period Cost Amortization Value Customer contracts 4-7 years $13,384 $2,827 $10,557 Carrier contracts 1 year 151 151 - Noncompete agreements 4-5 years 3,531 3,384 147 Software 7 years 4,935 3,811 1,124 $22,001 $10,173 $11,828 December 31, 2010 Amortization Gross Asset Accumulated Net Book Period Cost Amortization Value Customer contracts 4-5 years $4,800 $1,186 $3,614 Carrier contracts 1 year 151 151 - Noncompete agreements 4-5 years 3,531 3,165 366 Software 7 years 4,935 3,183 1,752 $13,417 $7,685 $5,732 Amortization expense was $2.5 million and $1.9 million for the years ended December 31, 2011 and 2010, respectively. Estimated amortization expense related to intangible assets subject to amortization at December 31, 2011 in each of the years subsequent to December 31,2011 is as follows (amounts in thousands): 2012 $2,889 2013 2,753 2014 2,149 2015 1,286 2016 1,217 Thereafter 1,534 Total $11,828 The following table summarizes the Company’s goodwill activity during the years ended December 31, 2011 and 2010 (amounts in thousands): Balance December 31, 2009 $29,156 Measurement period adjustment related to the December 2009 acquisition (110)Balance December 31, 2010 29,046 Goodwill associated with the PacketExchange acquisition 11,904 Balance December 31, 2011 $40,950 F-17Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. NOTE 6 — PROPERTY AND EQUIPMENT The following table summarizes the Company’s property and equipment at December 31, 2011 and 2010 (amounts in thousands): 2011 2010 Network equipment $6,840 $3,803 Computer software 617 528 Leasehold improvements 527 527 Furniture and fixtures 248 248 Property and equipment, gross 8,232 5,106 Less accumulated depreciation and amortization (4,970) (3,432) Property and equipment, net $3,262 $1,674 Depreciation expense associated with property and equipment was $1.4 million and $0.9 million for the years ended December 31, 2011 and 2010,respectively. NOTE 7 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes the Company’s accrued expenses and other current liabilities as of December 31, 2011 and 2010 (amounts in thousands): 2011 2010 Accrued compensation and benefits $1,280 $1,217 Accrued interest payable 144 184 Accrued taxes 856 1,343 Accrued carrier costs 4,258 3,792 Accrued other 1,787 295 $8,325 $6,831 NOTE 8 — INCOME TAXES The components of the provision for (benefit from) income taxes for the years ended December 31, 2011 and 2010 are as follows (amounts in thousands): F-18Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 2011 2010 Current: Federal $41 $70 State 31 26 Foreign 308 - Subtotal 380 96 Deferred: Federal 271 (452)State 500 (58)Foreign 104 545 Subtotal 875 35 Change in Valuation Allowance (680) (35) Provision for income taxes $575 $96 The provision for income taxes differs from the amount computed by applying the U.S. federal statutory income tax rate to income before income taxes forthe reasons set forth below for the years ended December 31, 2011 and 2010: 2011 2010 US federal statutory income tax rate 35.00% 35.00%Permanent items 1.57 0.00 State taxes, net of federal benefit 7.58 -2.81 Foreign tax rate differential 9.95 -21.06 Change in valuation allowance -64.88 -12.12 Stock compensation shortfalls 46.68 0.00 Intangibles 28.16 0.00 Other Items 5.28 7.57 Effective Tax Rate 69.34% 6.58% In 2011, income before income taxes of $0.8 million consisted of $0.4 million domestic and $0.4 million foreign income. In 2010, income before incometaxes of $1.5 million consisted of $0.4 million domestic and $1.1 million foreign income. As of December 31, 2011, the Company has net operating loss (“NOL”) carryforwards of approximately $22.2 million for tax purposes which will beavailable to offset future income. The NOL carryforwards consist of $19.2 million in foreign NOL carryforward and $3.0 million in U.S. NOL carryforward. Ifnot used, these carryforwards will expire between 2020 and 2029. The Company’s U.S. NOL carryforward may be significantly limited under Section 382 ofthe Internal Revenue Code (“IRC”). NOL carryforwards are limited under Section 382 when there is a significant “ownership change” as defined in the IRC.During 2006, the Company experienced such an ownership change. F-19Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Deferred income taxes reflect the net effects of net operating loss carryforwards and the temporary differences between the carrying amounts of assets andliabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets andliabilities at December 31, 2011 and 2010 are as follows (amounts in thousands): 2011 2010 Deferred tax assets: Net operating loss carryforwards $5,951 $5,201 Allowance for doubtful accounts 315 260 Fixed assets 394 338 Stock compensation 440 1,325 Miscellaneous items 155 150 Total deferred tax assets before valuation allowance 7,255 7,274 Less: valuation allowance (6,059) (6,739)Total deferred tax assets 1,196 535 Deferred tax liabilities: Identified intangibles 1,349 345 Miscellaneous items 211 190 Total deferred tax liabilities 1,560 535 Net deferred tax liability $364 $- ASC Topic 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not. The Company believes that it is morelikely than not that all of the deferred tax assets will be realized against future taxable income but does not have objective evidence to support this futureassumption. Based upon the weight of available evidence, which includes the Company’s historical operating performance and the reported accumulated netlosses to date, the Company has provided a full valuation allowance against its deferred tax assets, except to the extent that those assets are expected to berealized through continuing amortization of the Company’s deferred tax liabilities for intangible assets. The majority of the Company’s valuation allowance relates to deferred tax assets in the United Kingdom, the United States, France and Germany. The Company does not expect to remit earnings from its foreign subsidiaries. Earnings are considered to be permanently reinvested and, accordingly, noU.S. federal and state income taxes have been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, the Companycould be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. As of December 31, 2011 and 2010, the Company had no uncertain tax positions. NOTE 9 — RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS During the year ended December 31, 2011, the Company incurred costs associated with executing and closing the PacketExchange acquisition,including legal fees, professional fees, transfer taxes and travel. The Company also incurred costs associated with closing certain PacketExchange facilities. F-20Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The restructuring charges and accruals established by the Company, and activities related thereto, are summarized as follows (amounts in thousands): Charges net ofreversals CashPayments Total Balance, December 31, 2010 $- $- $- Legal, advisory, consulting fees 457 (418) 39 Transfer taxes and related fees 153 (153) - Lease abandonment 329 (211) 118 Travel and other expenses 19 (19) - Balance, December 31, 2011 $958 $(801) $157 The majority of the remaining balance of restructuring costs as of December 31, 2011 is expected to be paid in 2012. NOTE 10 — EMPLOYEE SHARE-BASED COMPENSATION BENEFITS Stock-Based Compensation Plan The Company adopted its 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”) in October 2006. In addition to stock options, theCompany 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 2006Plan 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, theCompany 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 2011Plan 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 theCompany, 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 theunderlying 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 optionshares becoming exercisable one year from the date of grant and the remaining 75% annually or quarterly over the following three years. The Compensationcommittee of the Board of Directors, as administrator of the Plan, has the discretion to use a different vesting schedule. Stock Options Due to the Company’s limited history as a public company, the Company has estimated expected volatility based on the historical volatility of certaincomparable companies as determined by management. The risk-free interest rate assumption is based upon observed interest rates at the time of grantappropriate for the term of the Company’s employee stock options. The dividend yield assumption is based on the Company’s intent not to issue a dividendunder its dividend policy. The Company uses the simplified method under ASC Topic 718, Compensation — Stock Compensation, to estimate the options’expected term. Assumptions used in the calculation of the stock option expense were as follows: 2011 2010 Volatility 59.8% - 92.4% 93.5% - 97.2% Risk free rate 1.2% - 2.5% 1.5% - 3.0% Term 6.25 6.25 Dividend yield 0.0% 0.0% Stock-based compensation expense recognized in the accompanying consolidated statement of operations for the year ended December 31, 2011 is basedon awards ultimately expected to vest, reduced for estimated forfeitures. ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, ifnecessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeiture assumptions were based upon management’s estimate. F-21Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The fair value of each stock option grant to employees is estimated on the date of grant. The fair value of each stock option grant to non-employees isestimated on the applicable performance commitment date, performance completion date or interim financial reporting date. During both of the years ended December 31, 2011 and 2010, the Company recognized compensation expense of $0.2 million, related to stock optionsissued to employees and consultants, which is included in selling, general and administrative expense on the accompanying consolidated statements ofoperations. During the year ended December 31, 2011, 313,000 options were granted pursuant to the Plan. The following table summarizes information concerningoptions outstanding as of December 31, 2011: Weighted Average Weighted Average WeightedAverage RemainingContractual AggregateIntrinsic Options Exercise Price Fair Value Life (Years) Value Balance at December 31, 2010 880,156 $1.20 $0.86 7.86 $281,330 Granted 313,500 1.21 0.91 - - Exercised - - - - - Forfeited (125,999) 1.16 0.39 - - Balance at December 31, 2011 1,067,657 $1.20 $0.87 7.56 $228,298 Exercisable 280,196 $0.54 $0.40 6.56 $180,003 The Company expects the total options outstanding at December 31, 2011 to vest. As of December 31, 2011, the unvested portion of share-based compensation expense attributable to stock options and the period in which such expense isexpected to vest and be recognized is as follows (amounts in thousands): Year ending December 2012 $147 Year ending December 2013 130 Year ending December 2014 82 Year ending December 2015 13 Total $372 The fair value of share based compensation for options that vested as of December 31, 2011 was $0.4 million. Restricted Stock The Company expenses restricted shares granted in accordance with the provisions of ASC Topic 718. The fair value of the restricted shares issued isamortized on a straight-line basis over the vesting periods. During both of the years ended December 31, 2011 and 2010, the Company recognizedcompensation expense related to restricted stock of $0.5 million, which is included in selling, general and administrative expense on the accompanyingconsolidated statements of operations. F-22Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The following table summarizes restricted stock activity during the years ended December 31, 2011 and 2010: 2011 2010 Weighted Weighted Average Average Fair Fair Shares Value Shares Value Nonvested Balance at January 1, 667,499 $0.91 667,499 $0.91 Granted 386,387 1.20 417,682 1.24 Forfeited (90,375) 1.07 - - Vested (376,422) 1.19 (417,682) 1.19 Nonvested Balance at December 31, 587,089 $0.91 667,499 $0.91 As of December 31, 2011, the unvested portion of share-based compensation expense attributable to restricted stock amounts to $0.4 million which isexpected to vest and be recognized during a weighted-average period of 1.3 years. NOTE 11 — DEFINED CONTRIBUTION PLAN The Company has a defined contribution retirement plan under Section 401(k) of the IRC that covers substantially all US based employees. Eligibleemployees may contribute amounts to the plan, via payroll withholding, subject to certain limitations. During 2011 and 2010, the Company matched 35%and 25%, respectively, of employees’ contributions to the plan. The Company’s 401(k) expense was $59,000 in 2011 and $63,000 in 2010. NOTE 12 — DEBT The following summarizes the debt activity of the Company during 2011 (amounts in thousands): Total Debt SVB Term Loan SVB Line ofCredit BIA Note SubordinatedNotes Capital Lease/Promissory Note Debt obligation as of December 31, 2010 $14,265 $9,500 $2,338 $- $2,183 $244 Subordinated notes issuance 153 - - - 153 - Issuance of BIA Note, net of discount 8,028 - - 8,028 - - Debt discount amortization 316 - - 50 266 - Draw on Line of Credit 762 - 762 - - - Increase in SVB Term Loan 6,333 6,333 - - - - Repayment of SVB Term Loan (2,333) (2,333) - - - - Principal payments on capital lease (244) - - - - (244)Seller Note Assumed 709 - - - - 709 Debt obligation as of December 31, 2011 $27,989 $13,500 $3,100 $8,078 $2,602 $709 F-23Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Estimated annual commitments for debt maturities net of unamortized discounts are as follows at December 31, 2011 (amounts in thousands): Total Debt 2012 $6,677 2013 5,734 2014 3,000 2015 11,078 2016 1,500 $27,989 Term Loan and Line of Credit On June 6, 2011, immediately following the PacketExchange acquisition, the Company and its subsidiaries GTTA, GTTE, WBS Connect LLC, aColorado limited liability company (“WBS”, and together with the Company, GTTA and GTTE, collectively, the “Existing Borrower”), PacketExchange(Ireland) Limited, a company incorporated and existing under the laws of Ireland (“PEIRL”), PacketExchange (Europe) Limited, a private limited companyincorporated and registered in England and Wales (“PELTD”), PacketExchange (USA), Inc., a Delaware corporation (“PEUSA”), PacketExchange, Inc., aDelaware corporation (“PEINC”, and together with PEIRL, PELTD and PEUSA, collectively, the “New Borrower”) (the New Borrower and the ExistingBorrower together are the “Borrower”) entered into a joinder and first loan modification agreement (the “Modification Agreement”) with Silicon ValleyBank, which amends that certain Loan and Security Agreement (the “Loan Agreement”), dated September 30, 2010, by and among Silicon Valley Bank andthe Existing Borrower. The Modification Agreement increases the amount of the term loan facility from $10 million to $15 million (the “Term Loan”), while the revolving lineof credit facility in the aggregate principal amount of up to $5 million (the “Line of Credit”) remains unchanged. The Modification Agreement containscustomary representations, warranties and covenants of the Borrower and customary events of default. In connection with negotiating the terms of theModification Agreement, it was noted that the Company would benefit by separating the financing provided under the Loan Agreement into separate U.S.and non-U.S. financings. Accordingly, the Company and Silicon Valley Bank restructured the terms of the Loan Agreement on June 29, 2011 to implementthis separation. The obligations of the Borrower under the Modification Agreement are secured by substantially all of Borrower’s tangible and intangibleassets pursuant to the Loan Agreement. The Term Loan matures on June 1, 2016. The Borrower shall repay the Term Loan in sixty (60) equal installments of principal and interest, with interestaccruing at a floating per annum rate equal to Silicon Valley Bank’s prime rate plus 3.75%, unless the Borrower achieves certain performance criteria, inwhich case the interest rate shall be equal to Silicon Valley Bank’s prime rate plus 2.75%. The Line of Credit will continue to mature on September 29, 2012 and the principal amount outstanding under the Line of Credit shall continue toaccrue interest at a floating per annum rate equal to Silicon Valley Bank’s prime rate plus 2%, unless the Borrower achieves certain performance criteria, inwhich case the interest rate shall be equal to Silicon Valley Bank’s prime rate plus 1.0%. Note Purchase Agreement for Second Lien Credit Facility Concurrent with entering in to the Modification Agreement, on June 6, 2011, the Company and its subsidiaries GTTA, WBS, PEUSA and PEINC(collectively, the “Note Borrower”) 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 “Notes”). The Noteswere 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 Note Borrower 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 Note Borrower an additional $1.0million. The additional funding was issued at a discount to face value of $45,000, due to the issuance of warrants, and the discount is being amortized, intointerest expense, over the life of the notes. The Purchase Agreement contains customary representations, warranties and covenants of the Note Borrower andcustomary events of default. The obligations of the Note Borrower under the Purchase Agreement are secured by substantially all of Borrower’s tangible andintangible assets pursuant to the Purchase Agreement. F-24Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 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 Note Borrower’s option, paid in cash or paid-in-kind. If the Note Borrower 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 Note Borrower under the Note Purchase Agreement are guaranteed by TEK and GTGS (GTGS and TEK, together, the “NoteGuarantors”) pursuant to unconditional guaranties executed by each Guarantor in favor of BIA (each a “Note Guaranty”). Each Guaranty is secured by asecond lien on each Guarantor’s tangible and intangible assets pursuant to a security agreement containing representations, warranties and covenantssubstantially similar to those made under the Note Purchase Agreement with respect to the Note Borrower. Pursuant to a pledge agreement (the “PledgeAgreement”), dated June 6, 2011, by and between BIA and the Company and GTTA, the obligations of the Note Borrower under the Note PurchaseAgreement are also secured by a pledge in all of the equity interests of the Company and GTTA in their respective United States subsidiaries and a pledge of65% of the voting equity interests and all of the non-voting equity interests of the Company and GTTA in their respective non-United States subsidiaries. Concurrent with entering into the Note Purchase Agreement, Silicon Valley Bank and BIA entered into an Intercreditor and Subordination Agreementwhich 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 theCompany’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 theadditional $1.0 million funding, the Company issued to BIA an additional warrant (together the “Warrants”) to purchase from the Company 63,225 shares ofthe Company’s common stock, at an exercise price equal to $1.181 per share. The Company evaluated the down round ratchet feature embedded in the Warrants and after considering ASC 480, Distinguishing Liabilities fromEquity , which establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments withcharacteristics of both liabilities and equity, and ASC 815, Derivatives and Hedging. The Company concluded the warrants should be treated as a derivativeand recorded a liability for the amount of $472,000. At December 31, 2011, the warrant liability was marked to market which resulted in a gain of $42,000for the year end. The balance of the warrant liability was $430,000 at December 31, 2011, which is included in other long-term liabilities. Subordinated Notes On February 8, 2010, the Company completed a units offering (“February 2010 Units”) in which it sold 500 units consisting of debt and common stockat a purchase price of $10,000 per unit, resulting in $5.0 million of proceeds to the Company. Each unit consisted of 2,970 shares of the Company’s commonstock, and $7,000 in principal amount of the Company’s subordinated promissory notes due February 8, 2012. The subordinated promissory notes wereissued 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 thesubordinated promissory notes accrues at 10% per annum. Accrued but unpaid interest was $178,000 as of December 31, 2011. The proceeds from the February 2010 Units were to be applied by the Company to finance a portion of the purchase price under an asset purchaseagreement with a potential acquisition target. On April 30, 2010, the asset purchase agreement with the potential acquisition target expired withoutconsummation of the acquisition. On May 13, 2010, investors representing $1.5 million in aggregated principal amount of the Company’s subordinatedpromissory notes and $0.9 million of the Company’s common stock waived the right to receive their refund and elected to retain some or all of theirsubordinated promissory notes. In May 2011, $1.4 million of the February 2010 Units subordinated notes were amended to mature in four equal installmentson March 31, June 30, September 30 and December 31, 2013, and are included in long-term debt as of December 31, 2011. The remaining $0.1 million of theFebruary 2010 Units subordinated notes are included in short-term debt as of December 31, 2011. F-25Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. On December 31, 2010, the Company completed a financing transaction in which it issued 212 Units, valued at $10,000 per unit (“December 2013Units”). Each unit consisted of 5,000 shares of the Company’s common stock, and $5,000 in principal amount of the Company’s subordinated promissorynotes due December 31, 2013. The subordinated promissory notes were issued at a discount to face value of $0.2 million and the discount is beingamortized, into interest expense, over the life of the notes. In total, the Company issued 1,060,000 shares of the Company’s common stock and $1.1 millionin principal amount of subordinated promissory notes. On February 16, 2011, the Company and the holders of the December 2013 Units amended the offering solely to increase the aggregate principal amountavailable for issuance from $1.1 million to $1.6 million. On February 16, 2011, the Company also completed a financing transaction in which it issued 40Units, at a purchase price of $10,000 per Unit, for gross proceeds of $0.4 million. Each Unit was comprised of 5,000 shares of the Company’s common stock,and $5,000 in principal amount of subordinated promissory notes. The subordinated promissory notes were issued at a discount to face value of $47,000 andthe discount is being amortized, into interest expense, over the life of the notes. As of December 31, 2011, the subordinated notes payable had a balance of $2.6 million. The balance includes notes totaling $2.1 million due to arelated party, Universal Telecommunications, Inc. H. Brian Thompson, the Company’s Executive Chairman of the Board of Directors, is also the head ofUniversal Telecommunications, Inc., his own private equity investment and advisory firm. Also, included in the balance is $0.1 million of the notes held byofficers and directors of the Company. Promissory Note and Capital Lease As part of the December 2009 acquisition, the Company assumed approximately $0.6 million in capital lease obligations payable in monthlyinstallments through April 2011 and issued approximately $0.3 million in subordinated seller notes to the sellers, due in monthly installments and payable infull by October 2010. The Company paid in full both the subordinated seller notes and the capital lease obligations as of September 30, 2011. As part of the June 2011 acquisition of PacketExchange, the Company assumed a promissory note of approximately $0.7 million. NOTE 13 — CONCENTRATIONS Financial instruments potentially subjecting the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. Attimes during the periods presented, the Company had funds in excess of $250,000 insured by the US Federal Deposit Insurance Corporation, or in excess ofsimilar Deposit Insurance programs outside of the United States, on deposit at various financial institutions. As of December 31, 2011, approximately$2.4 million of the Company’s deposits were held at institutions as balances in excess of the US Federal Deposit Insurance Corporation and internationalinsured deposit limits for those institutions. However, management believes the Company is not exposed to significant credit risk due to the financialposition of the depository institutions in which those deposits are held. For the year ended December 31, 2011, no single customer exceeded 7% of total consolidated revenue. For the year ended December 31, 2010, no singlecustomer exceeded 5% of total consolidated revenue. NOTE 14 — COMMITMENTS AND CONTINGENCIES Commitment — Leases GTTA is required to provide its landlord with a letter of credit to provide protection from default under the lease for the Company’s headquarters. GTTAhas provided the landlord with a letter of credit in the amount of $100,000 supported by hypothecation of a Certificate of Deposit held by the underlyingbank in the same amount. Office Space and Operating Leases Office facility leases may provide for escalations of rent or rent abatements and payment of pro rata portions of building operating expenses. The Companycurrently leases facilities located in McLean, Virginia (lease expires December 2014), London (United Kingdom), (lease expires June 2012), Düsseldorf(Germany), (lease expires May 2012), and Denver, Colorado (lease expires January 2013). The Company gained additional lease obligations with theacquisition of PacketExchange in Los Angeles, California (lease expires June 2012) and in London (United Kingdom), (lease expires April 2014). TheCompany records rent expense using the straight-line method over the term of the lease agreement. Office facility rent expense was $1.3 million and$0.8 million for the years ended December 31, 2011 and 2010, respectively. F-26Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The Company terminated the operating lease agreements related to vehicles as of December 31, 2011. Total expense under vehicle leases was $25,000 and$33,000 for the years ended December 31, 2011 and 2010, respectively. Estimated annual commitments under non-cancelable operating leases are as follows at December 31, 2011 (amounts in thousands): OfficeSpace 2012 $731 2013 481 2014 387 $1,599 Commitments-Supply agreements As of December 31, 2011, the Company had supplier agreement purchase obligations of $68.0 million associated with the telecommunications servicesthat the Company has contracted to purchase from its vendors. The Company’s contracts are generally such that the terms and conditions in the vendor andclient customer contracts are substantially the same in terms of duration. The back-to-back nature of the Company’s contracts means that the largestcomponent of its contractual obligations is generally mirrored by its customer’s commitment to purchase the services associated with those obligations. Estimated annual commitments under supplier contractual agreements are as follows at December 31, 2011 (amounts in thousands): SupplierAgreements 2012 $10,538 2013 17,943 2014 11,411 2015 24,015 2016 4,357 $68,264 If a customer disconnects its service before the term ordered from the vendor expires, and if GTT were unable to find another customer for the capacity,GTT may be subject to an early termination liability. Under standard telecommunications industry practice (commonly referred to in the industry as“portability”), this early termination liability may be waived by the vendor if GTT were to order replacement service with the vendor of equal or greater valueto the service cancelled. Additionally, the Company maintains some fixed network costs and from time to time if it deems portions of the network are noteconomically beneficial, the Company may disconnect those portions and potentially incur early termination liabilities. As of December 31, 2011, theCompany has $0.5 million accrued for early termination liabilities. “Take-or-Pay” Purchase Commitments Some of the Company’s supplier purchase agreements call for the Company to make monthly payments to suppliers whether or not the Company iscurrently utilizing the underlying capacity in that particular month (commonly referred to in the industry as “take-or-pay” commitments). As of December 31,2011 and 2010, the Company’s aggregate monthly obligations under such take-or-pay commitments over the remaining term of all of those contracts totaled$1.1 million and $2.6 million, respectively. F-27Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Contingencies-Legal proceedings The Company is subject to legal proceedings arising in the ordinary course of business. In the opinion of management, the ultimate disposition of thosematters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. No material reserves havebeen established for any pending legal proceeding, either because a loss is not probable or the amount of a loss, if any, cannot be reasonably estimated. NOTE 15 — FOREIGN OPERATIONS The Company’s operations are located primarily in the United States and Europe. The Company’s financial data by geographic area is as follows: US UK Germany Japan Total GTT 2011 Revenues by geographic area $65,364 $19,522 $6,044 $258 $91,188 Long-lived assets at December 31 $44,430 $14,065 $41 $- $58,536 2010 Revenues by geographic area $61,685 $11,857 $7,533 $- $81,075 Long-lived assets at December 31 $39,571 $509 $8 $- $40,088 F-28 Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Form S-8 (No. 333-139356) of Global Telecom & Technology, Inc. of our report dated March 23,2012 relating to the consolidated financial statements of Global Telecom & Technology, Inc. and Subsidiaries as of December 31, 2011 and 2010 and for theyears then ended included in this Annual Report on Form 10-K of Global Telecom & Technology, Inc. for the year ended December 31, 2011. /s/ J.H. Cohn LLP Jericho, New YorkMarch 23, 2012 Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Richard D. Calder, Jr., certify that: 1. I have reviewed this annual report on Form 10-K 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 thestatements 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 thefinancial 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 inExchange 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 theregistrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring 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 accordancewith 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 ofthe 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 fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’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 theregistrant’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 toadversely 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 overfinancial reporting. Date: March 23, 2012 /s/ Richard D. Calder, Jr. Richard D. Calder, Jr. President and Chief Executive Officer Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 31.2 CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER I, Michael R. Bauer, certify that: 1. I have reviewed this annual report on Form 10-K 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 thestatements 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 thefinancial 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 inExchange 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 theregistrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring 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 accordancewith 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 ofthe 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 fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’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 theregistrant’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 toadversely 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 overfinancial reporting. Date: March 23, 2012 /s/ Michael R. Bauer Michael R. Bauer Principal Accounting Officer and Treasurer Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 32.1 CERTIFICATION OFCHIEF EXECUTIVE OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Global Telecom & Technology, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2011 asfiled with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard D. Calder, Jr., Chairman of the Board, Executive Chairmanand 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 of2002, 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: March 23, 2012 /s/ Richard D. Calder, Jr. Richard D. Calder, Jr. President and Chief Executive Officer Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 32.2 CERTIFICATION OFPRINCIPAL ACCOUNTING OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Global Telecom & Technology, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2011 asfiled with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael R. Bauer, Principal Accounting Officer and Treasurer of theCompany 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: March 23, 2012 /s/ Michael R. Bauer Michael R. Bauer Principal Accounting Officer and Treasurer Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Source: GTT Communications, Inc., 10-K, March 27, 2012Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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