Investor Presentation January 2015 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by forward-looking words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “intend,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology, although not all forwardlooking statements contain these words. These statements are only predictions. Actual events or results may differ materially. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward-looking statements. We are under no obligation to update any of the forward-looking statements after the date of this presentation to conform such statements to actual results or to changes in our expectations. Such forward-looking statements are and will be subject to many risks, uncertainties and factors relating to our operations and the business environment that may cause our actual results to be materially different from any future results, express or implied, by such forward-looking statements. You are also urged to carefully review and consider the various disclosures made by us that attempt to advise interested parties of the factors that affect our business, including without limitation the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2013 under the caption “Risk Factors.” Factors that could cause actual results to differ from those contained in the forward-looking statements include, but are not limited to: 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; and general economic conditions. In light of the significant risks and uncertainties to which our forward-looking statements are subject, you should not place undue reliance on or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. These forward-looking statements represent our estimates and assumptions only as of the date of this presentation regardless of any sale of our securities and, except as required by law, we undertake no obligation to update or revise publicly any forwardlooking statements, whether as a result of new information, future events or otherwise after the date of this presentation. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. 2 GTT At-a-Glance Overview GTT operates a global Tier 1 IP network connecting to any location in the world and with any application in the cloud. Our cloud networking services provide a better way for multinational clients to embrace the cloud. Our clients trust us to deliver solutions with simplicity, speed and agility so they can compete effectively in the global economy. Investment Highlights Significant Market Opportunity Compelling Business Strategy Proven Track Record Experienced Substantial Management Growth Opportunity Team Superior Financial Profile 3 GTT Global Network 200+ 55 Points of Presence (PoPs) Major Markets 100+ Country Deployments 1,000+ Global Partners for Last Mile Connections 100G/10G Multiple, Diverse Waves Interconnecting POPs 100% Juniper Core Network Americas Atlanta, Boston, Chicago, Dallas, Denver, Houston, Las Vegas, Los Angeles, Miami, Minneapolis, Montreal, New York, Philadelphia, Phoenix, Salt Lake City, San Francisco, San Jose, Seattle, Toronto, Vancouver, Washington DC Europe Amsterdam, Antwerp, Barcelona, Basel, Berlin, Bratislava, Brussels, Bucharest, Cagliari, Copenhagen, Dublin, Dusseldorf, Hamburg, Frankfurt, London, Madrid, Manchester, Marseille, Milan, Munich, Oslo, Paris, Prague, Rome, Sofia, Stockholm, Turin, Vienna, Vilnius, Warsaw, Zurich Asia Hong Kong, Singapore, Tokyo 4 Our Services Internet Services Top 5 Internet Backbone in the World EtherCloud Services Connectivity to any location in the world and with any application in the cloud Managed Services Complete Turnkey Solutions Private, public and hybrid wide-area-network solutions Guaranteed bandwidth with ondemand, burstable capacity Over one-third of Internet destinations are carried on GTT’s backbone Global Tier 1 IP network provider Advanced BGP communities Deep peering relationships (1) Source: Renesys Independent research firm Ethernet and IP-VPN technologies Performance, Security, Reliability Over 1,000 regional partners to extend network reach Managed Router Service Managed Firewall Service Managed Security Service Providing fully managed network services so organizations can focus on their core business 5 Cloud Networking Worldwide Client Locations Public Internet Headquarter Offices Cloud Service Providers Internet Services EtherCloud® Services Branch Offices Cloud Delivery Network Public Internet Private Wide-Area Networks Client locations with Managed Services 6 Rapid Growth in IP and Cloud Traffic Global IP traffic increased more than fivefold from 2008-2013, and is forecasted to grow by more than 2.5x by 2018 Number of devices connected to IP networks is forecasted to be nearly twice as high as the global population in 2018 By 2018, more than three-quarters of IT workloads are forecasted to be processed within cloud data centers with global cloud traffic forecasted to grow at a CAGR of 32% Global IP Traffic (Exabytes per Year) 1,750 1,579 1,500 5,131 5,000 909 614 6,496 6,000 1,095 1,000 8,000 7,000 1,320 1,250 750 Global Cloud Traffic (Exabytes per Year) 3,994 4,000 750 3,050 3,000 500 2,000 250 1,647 2,277 1,000 0 0 2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 Sources: Cisco Visual Networking Index: Forecast and Methodology, 2014; Cisco Global Cloud Index: Forecast and Methodology, 2014 2017 2018 7 Growth Strategy ► Extend ubiquitous network connectivity to any location in the world and with any application in the cloud ► Expand cloud networking services to multinational clients ► Deliver outstanding client experience by living our core values of simplicity, speed and agility Execute growth strategy organically and through selective acquisitions Next Financial Objective: $400 Million in Revenue, $100 Million in Adjusted EBITDA 8 Powering Global Business Cloud Networking for Big Blue IBM is the leading enterprise platform for cloud computing services • IBM selected GTT as its network partner to expand cloud computing services to over 100 data centers worldwide • Complements IBM’s public, private and hybrid cloud services to clients • Carrier-grade performance, reliability and reach ensures the highest level of enterprise cloud services available globally Supporting Round-the-Clock Digital Workflows Deluxe Entertainment Services Group is the industry’s leading provider of digital media and entertainment services • Manage, monitor and configure the production and corporate networks • Power Deluxe Express, a rapid file transfer service that delivers encrypted digital files between studios, shoot locations, and post-production facilities within minutes instead of days Always Available Online Auctions Phillips is a high-end international contemporary art auction house in New York and London • Stringent uptime and availability requirements to ensure uninterrupted transactions for online auctions Accessing the Leading Cloud Applications Equinix is the leading Interconnection Data Center & Global Colocation Services provider • Equinix identified GTT as a “must have partner’ because of GTT’s dominant data center presence and global network reach • GTT’s ubiquitous network and broad reach provides clients with direct connectivity to thousands of cloud service providers Optimize Cloud Access LiveOps is the global leader in cloud contact center and customer service solutions • 20,000 independent agents supporting more than 300 global clients • VPLS solution connects LiveOps data centers around the world to guarantee all information, databases and client profiles are continuously in sync and backed-up • Fully redundant network architecture – dual access, dual entrance facilities, dual PoPs, dual edge routers • Redundant and diverse network backbone • Private VLANs isolate LiveOps’ 300+ clients • Dedicated Internet Access (DIA) • Private, direct connection to Amazon Web Services (AWS) Lightning Fast Connectivity Amica Mutual Insurance Company is the leading provider of consumer, property, casualty marine and auto insurance in the United States • Fully meshed MPLS IP-VPN solution for private connectivity between headquarters, its 42 sales offices and data centers • Increased bandwidth speeds enables more claims process per day, higher employee productivity and greater customer satisfaction 9 Accelerate Growth Through M&A Selected Acquisition History M&A Growth Strategy Extend ubiquitous network connectivity worldwide April 2013 June 2011 2009 Broadened global customer base to over 1,200 clients Expanded portfolio of global Ethernet and cloud networking service 2010 2011 Expand cloud networking service platform Added Top 5 global Tier 1 IP network Extended network reach with over 120 PoPs in 24 countries 2012 2013 Grow salesforce and multinational client base 2014 Proven Approach Focus on post-synergy EBITDA generation December 2009 Portfolio of IP and Ethernet services Added 60 PoPs across North America, Asia and Europe April 2012 Expanded IP and Ethernet services portfolio Extended global network coverage and scale October 2014 Expanded service portfolio with ubiquitous broadband capability Added enhanced managed services capabilities Rapidly integrate organization, brand, systems/processes and networks Complete integration within two quarters post-close 10 Experienced Team Management Board of Directors Rick Calder | President and 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 and EVP, Corporate Development Rick Calder Joined GTT in April 2008 Previous experience includes StarVox, Covad Communications, XO Communications and Net2000 Over 20 years broad legal experience President and CEO of GTT Communications Michael Bauer | Chief Financial Officer Morgan O’Brien 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 Executive Vice Chairman at Pacific DataVision Co-founder of Nextel Communications Board of trustees of The Field School and the Law Board of Northwestern University School of Law Layne Levine | EVP, Americas Business Unit 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 and 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 and 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 and 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 Marwic 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 11 Superior Financial Profile Highly Recurring Revenue High (approx. 90%) monthly recurring revenue (MRR) provides visibility and stability High customer retention resulting in consistently low churn rates High incremental margins driven by sales leverage on core network Significant Operating Leverage Efficient support services driven by proprietary Client Management Database (CMD) Expanding gross margins and EBITDA margins Capital Efficient Model Strong Unlevered Free Cash Flow generation (1) Capital expenditures historically less than 3% of revenue Minimal incremental costs necessary to support higher traffic volumes (1) Unlevered Free Cash Flow defined as Adjusted EBITDA less capital expenditures 12 Annual Financial Highlights ($ in Millions) Revenue (1) Gross Profit (1) $196.6 $77.2 $157.4 $64.2 2009 $81.1 $91.2 $54.6 $107.9 $18.4 2010 2011 2012 2013 $24.1 $27.0 39.3% 34.7% 28.6% 29.7% 2009 2010 2011 Gross Profit LQA $31.9 Adjusted EBITDA (1)(2) 29.6% 29.5% 2012 2013 Gross Margin Unlevered FCF (1)(3) $35.8 $34.1 $24.3 $13.5 $4.2 $6.7 $9.1 6.6% 8.2% 10.0% 2009 2010 2011 Adj. EBITDA 12.5% 15.5% $20.3 18.2% $3.8 5.9% 2012 LQA 2013 LQA Adj. EBITDA Margin (1) LQA represents Q3 2014 annualized results (2) Adjusted EBITDA excludes one-time and non-cash charges (3) Unlevered Free Cash Flow defined as Adjusted EBITDA less capital expenditures 2009 $6.5 8.0% $8.6 9.4% 2010 2011 Unlevered FCF $11.7 17.3% 10.8% 12.9% 2012 2013 LQA Unlevered FCF Margin 13 Quarterly Financial Highlights ($ in Millions) Gross Profit Revenue $47.5 $45.1 $48.1 $49.2 $46.1 $15.6 34.6% 3Q13 4Q13 1Q14 2Q14 3Q14 3Q13 36.2% 37.1% 4Q13 1Q14 Adjusted EBITDA (1) $8.4 $7.6 16.9% 3Q13 $17.6 $16.7 4Q13 Adj. EBITDA 17.7% 1Q14 $19.3 38.7% 39.2% 2Q14 3Q14 Unlevered FCF (2) $8.5 $8.9 $8.6 $7.6 $8.0 17.4% $18.6 17.9% 2Q14 18.2% 3Q14 Adj. EBITDA Margin (1) Adjusted EBITDA excludes one-time and non-cash charges (2) Unlevered Free Cash Flow defined as Adjusted EBITDA less capital expenditures $6.7 $6.2 $6.3 13.7% 13.7% 14.1% 3Q13 4Q13 1Q14 Unlevered FCF 17.3% 15.8% 2Q14 3Q14 Unlevered FCF Margin 14 Diversified Revenue Mix Customer Type Service Offering Geography 6% 10% 55% 35% 13% 45% 55% 35% 46% Enterprise Carrier Government Note: Revenue mix based on Q3 2014 reported EtherCloud Internet (IP) Private Line Managed Service / Other U.S. Rest of World 15 Balance Sheet Highlights ($ in Millions) As of September 30, 2014 Cash August 6, 2014: Debt Refinancing $ 41.6 Current assets Total assets Current liabilities Total debt Total liabilities Stockholders’ equity(1) 70.8 211.4 54.6 125.0 177.0 34.3 $170MM, 5-year senior debt facility $110MM term loan $15MM delayed draw term loan $15MM revolving line-of-credit $30MM accordion feature 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 $4.0MM hold back for undisclosed liabilities Modest Leverage and Ample Liquidity (1) As of November 12, 2014, GTT had 29.1 million common shares outstanding and 1.4 million employee stock options outstanding 16 Investment Highlights Significant Market Opportunity Global IP traffic is forecasted to grow by more than 2.5x by 2018(1) Large growing market for EtherCloud and Internet Services Growing demand from enterprise, carrier and government clients Compelling Business Strategy Global Tier 1 IP Network with Top 5 Internet Backbone(2) Serving multinational clients underserved by global incumbents, unserved by regional carriers Trusted by clients to deliver solutions with simplicity, speed and agility Proven Track Record Experienced Management Team Superior Financial Profile Growth strategy executed through both organic growth and selective strategic acquisitions Proven ability to identify, acquire and accretively integrate acquisitions Large, diversified, blue-chip customer base Deep expertise managing high-growth communications businesses Long tenured and supportive Board of Directors Significant Management and Board investment in GTT Monthly recurring revenue model with expanding gross margins and EBITDA margins Low CapEx model delivering high Unlevered Free Cash Flow(3) Rapid historical CAGR: 25% Revenue and 55% Adjusted EBITDA(4) from 2009-2013 Next Financial Objective: $400 Million in Revenue, $100 Million in Adjusted EBITDA (1) (2) (3) (4) Cisco Visual Networking Index: Forecast and Methodology, 2014 Sources: Renesys Independent research firm. Unlevered Free Cash Flow defined as Adjusted EBITDA less capital expenditures Adjusted EBITDA excludes one-time and non-cash charges 17 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, 2009 Rev enue $ Cost of telecommunications serv ices Gross profit 64.2 $ 45.9 $ Gross m argin Net income (loss) 2010 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 $ 102.8 $ 29.5% 0.6 2013 54.6 (20.8) 0.7 (2.0) 11.7 45.1 $ 29.5 $ 34.7% (1.6) $ 2013 15.6 $ 29.4 $ 34.5% $ 46.1 16.7 0.4 June 30, 2014 2014 47.5 $ 29.9 $ 36.2% (4.3) $ March 31, 17.6 (2.4) 2014 48.1 $ 29.5 $ 37.0% (3.7) $ September 30, 18.6 $ 38.7% (9.7) $ 1.0 49.2 29.9 19.3 39.2% $ (6.6) 0.7 (0.5) 0.6 (0.6) 0.2 0.4 0.2 1.1 3.4 5.5 8.9 Loss on debt extinguishment - - - - 0.7 - - - - 3.1 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 1.7 2.8 3.9 7.3 17.2 5.2 5.3 5.6 5.5 5.9 EBITDA $ 3.0 $ 6.0 $ 7.4 $ 12.2 $ 15.2 $ 7.2 $ 7.4 $ 7.9 $ 7.9 $ 4.9 Restructuring costs, employee termination, and other items 0.6 - 1.0 0.7 7.7 - - - - 3.3 Non-cash compensation 0.6 0.6 0.7 0.6 1.5 0.4 0.6 0.5 0.7 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 $ (0.5) $ 8.6 13.5 $ (1.8) $ 11.7 24.3 $ (4.1) $ 20.3 7.6 $ (1.3) $ 6.2 8.0 $ (1.7) $ 6.3 8.4 $ (1.7) $ 6.7 8.6 $ (0.9) $ 7.6 8.9 (0.4) $ 8.5 18
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