Investor Presentation November 2014 GTT At-a-Glance GTT operates a global Tier 1 IP network with one of the most interconnected Ethernet service platforms around the world We provide highly reliable, scalable and secure cloud networking services Our clients trust us to deliver solutions with simplicity, speed and agility that are unmatched by other network providers Significant Addressable Market Substantial Growth Opportunity Strong Competitive Position Compelling Business Model Experienced Management Team Investment Highlights 2 Platform Positioned for Growth 4,000+ Enterprise, carrier and government clients 200+ Points of Presence (PoPs) 100+ Countries serviced 4th Ranked global Internet backbone (1) 800+ Global partners for network extensions (1) Source: Renesys Independent research firm. Growth Strategy • Extend ubiquitous network connectivity worldwide • Expand cloud networking service portfolio to multinational clients • Deliver outstanding client experience with simplicity, speed and agility 3 Our Services EtherCloud Services One of the Most Interconnected Cloud Networking Platforms Around the World Internet Services Top 5 Global Internet Backbone Top Global Internet Providers (1) 1. Level 3 2. NTT 3. Telia Sonera 4. 5. Cogent Customized, private Wide Area Networks (WAN) EPL, EVPL, VPLS, MPLS, IP VPN Managed services: routers, firewalls, security 6. Tata, 7. Sprint, 8. Verizon, 9. Telecom Italia Sparkle, 10. PCCW, 11. China Telecom, 12. XO Direct connections to world’s leading cloud services and applications 100% native dual-stack (IPv4/IPv6) network Multinational enterprises, carriers and governments Carriers, CDNs, hosting providers and enterprises (1) Source: Renesys Independent research firm. Multi-homed, BGP communities 4 Cloud Networking Public Utilities Headquarters Office SaaS Cloud Computing Services PaaS IaaS Data Center Colocation Public Internet Branch Offices Private Wide Area Network Cloud Network CIOs demand more bandwidth, more scalability and more security 5 Case Study Challenge 40 global offices Software developers spread geographically Inconsistent performance from public Internet with VPN Need robust, private network for real-time collaboration GTT Solution Global EtherCloud WAN MPLS IP VPN connecting all 40 offices High bandwidth Direct Internet Access (DIA) Simplicity Simple design: any-to-any connectivity Simple pricing: one cost per location with full port capacity End-to-end management across all locations Speed Decreased file transfer time of over 5x Implemented project ahead of schedule Expanding existing and new sites with fast routes and timely delivery Agility Expanded design to include managed router services at all locations Negotiated single MSA using client template Empowered business unit account team 6 Significant Market Opportunity ($ in billions) Ethernet and MPLS IP VPN Services Market (1) $81.7 Dedicated Internet Access Services Market (2) $86.1 $75.4 $68.7 $62.1 $55.8 2012 $42.5 2013 2014 2015 2016 2017 2012 (1) Infonetics, Ethernet and MPLS IP VPN Services Forecast, 2013. (2) Insight Research, Worldwide Dedicated Internet Access Market Forecast, 2014. $47.2 2013 $51.0 2014 $54.2 2015 $58.3 2016 $61.3 2017 7 Competitive Landscape Unique Value Proposition Multinational Simplicity, speed, agility Extensive network reach and capacity Guaranteed performance Superior client service CapEx Intensive CapEx Lite 65 direct sales representatives Focused on enterprise, carrier and government in worldwide geographic offices Regional / Local Highly fragmented landscape with a wide variety of business models 8 Accelerate Growth Through M&A Selected Acquisition History 2009 Broadened global customer base to over 1,200 clients Expanded portfolio of data services – Global Ethernet / Peering, Cloud Networking and Network Infrastructureas-a-Service 2010 2011 Extend ubiquitous network connectivity worldwide focusing on network assets in new geographies April 2013 June 2011 M&A Growth Strategy Top-five global IP Transit service provider Leading IPv6 network with over 120 PoPs in 24 countries 2012 Expand cloud networking service portfolio with additional service offerings Grow salesforce and multinational client base 2013 2014 Proven Approach Disciplined – focused on postsynergy EBITDA April 2012 December 2009 Portfolio of IP transit and Ethernet services Added 60 PoPs across North America, Asia and Europe Expanded IP transit, data transportation and managed networking services portfolio Boosted global Ethernet coverage and scale October 2014 Ethernet and MPLS widearea-network solutions, Internet services and managed services Added more than 2,000 clients Model based on specifically identified cost savings to be realized within 1-2 quarters Fully integrate organization, brand, processes / systems and networks 9 Financial Snapshot ($ in millions) Revenue Adjusted EBITDA (1) & Unlevered FCF (2) Annual Annual $157.4 $81.1 $64.2 $91.2 $24.3 $107.9 $6.7 $4.2 $3.8 2009 2010 2011 2012 2013 2009 $9.1 $8.6 $6.5 2010 2011 Adjusted EBITDA Quarterly Revenue, Gross Profit & Gross Margin(3) $46.1 $45.1 36.2% 34.5% $15.6 3Q13 $16.7 4Q13 Revenue $47.5 37.0% $17.6 1Q14 Gross Profit $20.3 $13.5 $48.1 $49.2 38.7% 39.2% $18.6 2Q14 $11.7 2012 2013 Unlevered FCF Adjusted EBITDA (1) & Unlevered FCF (2) $7.6 $8.0 $8.4 $6.2 $6.3 $6.7 3Q13 4Q13 1Q14 $8.6 $7.6 $8.9 $8.5 $19.3 3Q14 Gross Margin (1) Adjusted EBITDA excludes one-time and non-cash charges (2) Unlevered Free Cash Flow defined as Adjusted EBITDA less capital expenditures (3) Gross Profit defined as Revenue less Cost of Telecommunications Services Adj EBITDA 2Q14 Unlevered FCF 3Q14 10 Balance Sheet Highlights (in millions) May 25, 2014: Secondary Offering As of September 30, 2014 Cash $ 41.9 Current assets 69.8 August 6, 2014: Debt Refinancing Total assets Current liabilities Total debt Total liabilities Stockholders’ equity 209.0 49.3 125.0 171.1 37.9 $25.1MM net proceeds 3.45MM shares issued Increased trading volume, industry analyst coverage and institutional ownership $170MM, 5-year senior debt facility $110MM term loan $ 15MM delayed draw term loan $ 15MM revolving line-of-credit $ 30MM accordion feature Replaced all outstanding debt and eliminated all outstanding warrants Reduced cost of debt by 350bps from approximately 8.0% to 4.5% (LIBOR+425bps) October 1, 2014: UNSi Acquisition $40MM purchase price $2.9MM paid in stock (231,539 shares valued at $12.45) $4.0MM hold back for undisclosed liabilities (1) As of November 12, 2014, GTT had 29.1 million common shares outstanding and 1.4 million employee stock options outstanding. 11 Experienced Team Management Board of Directors Rick Calder | President & CEO Brian Thompson Joined GTT in May 2007 Previous senior roles with InPhonic, Broadwing, Winstar, Tellabs, GO Communications and MCI Over 25 years telecom experience Executive Chairman of GTT since 2005 Previous leadership roles at Comsat, Global TeleSystems, LCI, Qwest and MCI Board positions at Axcelis, Pendrell, Penske and Sonus Networks Chris McKee | General Counsel & EVP, Corporate Development Joined GTT in April 2008 Previous experience includes StarVox, Covad Communications, XO Communications and Net2000 Over 20 years broad legal experience Michael Bauer | Chief Financial Officer Joined GTT in January 2008 Previous experience includes MeriStar Hospitality, Arthur Andersen, Sprint and OneMain.com Over 18 years finance and accounting experience, Certified Public Accountant Layne Levine | EVP, Americas Business Unit Rick Calder President & CEO of GTT Communications Morgan O’Brien Co-founder of Nextel Communications Board of trustees of The Field School and the Law Board of Northwestern University School of Law Howard Janzen Joined GTT in November 2012 Previous experience includes Alpheus, Deltacom/Earthlink, Airband, Level 3 and Broadwing Over 20 years experience leading sales teams President & CEO of Cool Planet Former CEO of One Communications Board of directors of Sonus Networks, Vocera Communications and Anyware Mobile Solutions Andy Johnson| Managing Director, EMEA/APAC Business Unit Rhodric Hackman Joined GTT in June 2011 Previous experience includes PacketExchange, PSINet Europe, Level 3, 3Com and Motorola Over 18 years telecom experience Co-founded Mercator Capital Served as Co-Head of Communications & Media Investment Banking at PWC Corey Eng| Chief Marketing Officer S. Joseph Bruno Joined GTT in April 2013 Previous experience includes Comcast, InPhonic, Nextel, Broadwing, Winstar, GO Communications and MCI Over 20 years marketing and product management experience in telecom and technology President & CEO of Building Hope Board of DC Prep Charter School, the Center City Public Charter Schools, Georgetown University Hospital and Intergroup Service Certified Public Accountant and former partner of KPMG Peat Marwick Bob Burris| SVP, Network Engineering and Operations Theodore B. Smith, III Joined GTT in June 2014 Previous experience includes Harris Caprock Communications, Arbinet, and Cable and Wireless Over 30 years of telecom-related network operational and engineering experience Chairman and CEO of John Hassall, a privately held manufacturer of custom formed and machined metal parts Various positions in manufacturing and sales for John Hassall, including President 12 Investment Highlights Significant Addressable Market Large growing market for EtherCloud and Internet Services Opportunity to extend into adjacent, growing markets of VoIP / UC and cloud computing Compelling Business Model Monthly recurring revenue model with expanding gross margins and EBITDA margins Low CapEx model delivering high Unlevered Free Cash Flow(1) Strong Competitive Position Top five global Internet backbone(2) and one of the most interconnected cloud networking platforms around the world Addressing the high-demand, growing needs of multinational enterprises and carriers underserved by global incumbents, not addressed by regional carriers Substantial Growth Opportunity Rapid historical CAGR: 25% Revenue and 55% Adjusted EBITDA(3) from 2009-2013 Strong track record of successful acquisitions Expanding organic growth engine with growing, global salesforce Experienced Management Team Deep expertise managing high-growth communications businesses Proven ability to identify, acquire and accretively integrate acquisitions Deliver clients simplicity, speed and agility (1) Unlevered Free Cash Flow defined as Adjusted EBITDA less capital expenditures (2) Source: Renesys Independent research firm (3) Adjusted EBITDA excludes one-time and non-cash charges 13 www.gtt.net GAAP to Non-GAAP Reconciliation Adjusted EBITDA & Unlevered Free Cash Flow Adjusted EBITDA represents operating income before depreciation and amortization on a non-GAAP (accounting principles generally accepted in the United States of America) combined basis for the periods presented, and adjusted to exclude certain one-time expenses including costs associated with employee terminations and other non-recurring items and non-cash compensation. GTT presents Adjusted EBITDA as a supplemental measure of GTT’s performance. GTT also presents Adjusted EBITDA because GTT believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry and in measuring the ability of issuers to meet debt service obligations. In evaluating Adjusted EBITDA, you should be aware that in the future GTT may incur expenses similar to the adjustments in this presentation. GTT’s presentation of Adjusted EBITDA should not be construed as an inference that GTT’s future results will be unaffected by unusual or non-recurring items. Adjusted EBITDA is not a measurement of GTT’s financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. In addition to Adjusted EBITDA, GTT management uses Unlevered Free Cash Flow, which measures the ability of Adjusted EBITDA to cover capital expenditures. Adjusted EBITDA is a performance, rather than a cash flow measure. Correlating our capital expenditures to our Adjusted EBITDA does not imply that we will be able to fund such capital expenditures solely with cash from operations. The following is a reconciliation of Gross Profit, Adjusted EBITDA , and Unlevered Free Cash Flow: ($ in m illions) Year Ended Decem ber 31, Three Months Ended September 30, December 31, 2010 2009 Rev enue $ Cost of telecommunications serv ices Gross profit $ 45.9 $ Gross m argin Net income (loss) 64.2 18.4 $ 0.5 $ $ 24.1 $ 1.4 $ 91.2 $ 27.0 $ 0.3 2013 107.9 $ 76.0 $ 29.6% 0.1 (0.0) 2012 64.2 29.7% 0.0 Other expenses, net 81.1 57.0 28.6% Prov ision for income taxes 2011 31.9 $ 157.4 $ 54.6 (20.8) 0.7 (2.0) 11.7 0.4 0.2 1.1 - - 2013 45.1 $ 29.5 $ 34.7% (1.6) $ - $ 102.8 29.5% 0.6 2013 15.6 $ 16.7 (4.3) $ June 30, 2014 2014 47.5 $ 29.9 $ 36.2% 0.4 17.6 (2.4) 2014 48.1 $ 18.6 1.0 0.7 (0.5) (0.6) 3.4 5.5 8.9 - - 49.2 $ 19.3 29.9 38.7% (9.7) $ - $ 29.5 37.0% (3.7) $ September 30, 39.2% $ (6.6) 0.6 0.2 Loss on debt extinguishment - Interest expense, net 0.8 1.4 2.5 4.7 8.4 2.4 2.8 2.4 2.6 1.8 Interest and other, net 0.8 1.8 2.7 5.7 20.8 5.9 8.3 11.3 2.0 5.1 Depreciation and amortization EBITDA 1.7 $ 3.0 2.8 $ 6.0 3.9 $ 7.4 0.7 $ 29.4 34.5% $ 46.1 March 31, 7.3 $ 12.2 17.2 $ 15.2 5.2 $ 7.2 5.3 $ 7.4 - 5.6 $ 7.9 3.1 5.5 $ 7.9 Restructuring costs, employee termination, and other items 0.6 - 1.0 0.7 7.7 - - - - Non-cash compensation 0.6 0.6 0.7 0.6 1.5 0.4 0.6 0.5 0.7 Adjusted EBITDA $ Capital expenditures Unlev ered free cash flow 4.2 $ (0.4) $ 3.8 6.7 $ (0.2) $ 6.5 9.1 $ 13.5 $ 11.7 (0.5) $ 8.6 $ 24.3 $ 20.3 (1.8) $ (4.1) 7.6 $ (1.3) $ 6.2 8.0 $ (1.7) $ 6.3 8.4 $ (1.7) $ 6.7 8.6 5.9 $ 3.3 0.7 $ (0.9) $ 7.6 4.9 8.9 (0.4) $ 8.5 15
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