UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 22, 2009
Global Telecom & Technology, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-51211 20-2096338
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
8484 Westpark Drive
Suite 720
McLean, VA 22102
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (703) 442-5500
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (See General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01. Completion of Acquisition or Disposition of Assets.
In our Current Report on Form 8-K filed on December 22, 2009 (the “ Initial 8-K ”), we reported that we completed our acquisition (the “ Acquisition ”), effected through our wholly-owned subsidiaries Global Telecom & Technology Americas, Inc. and GTT EMEA Limited, of all of the equity interests in WBS Connect LLC (“ WBS ”), TEK Channel Consulting, LLC (“ TEK Channel ”) and WBS Connect Europe Ltd. (“ WBS Europe ” and, together with WBS and TEK Channel, the “ Companies ”). As permitted by Item 9.01 of Form 8-K, we indicated in the Initial 8-K that we would file financial statements for the Companies and pro forma financial information reflecting the effect of the Acquisition by amendment to the Initial 8-K. This amendment is being filed to amend and supplement the Initial 8-K to include such financial statements and financial information.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The consolidated financial statements of the Companies as of and for the year ended December 31, 2008 (audited), the nine month period ended September 30, 2008 (unaudited), and as of and for the nine month period ended September 30, 2009 (unaudited), respectively, as required by this Item 9.01(a), are attached as Exhibit 99.1 to this report and incorporated by reference into this Item 9.01(a).
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information of the Registrant and the Companies for the twelve month period ended December 31, 2008, and the nine month period ended September 30, 2009, as required by this Item 9.01(b), is attached as Exhibit 99.2 to this report and incorporated by reference into this Item 9.01(b).
(c) Exhibits
99.1 The consolidated financial statements of WBS Connect LLC, TEK Channel Consulting, LLC and WBS Connect Europe Ltd. as of and for the year ended December 31, 2008 (audited), the consolidated financial statements for nine month period ended September 30, 2008 (unaudited), and the nine month period ended September 30, 2009 (unaudited).
99.2 The unaudited pro forma condensed combined financial information of Global Telecom & Technology, Inc., WBS Connect LLC, TEK Channel Consulting, LLC and WBS Connect Europe Ltd. for the twelve month period ended December 31, 2008 and the nine month period ended September 30, 2009.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 3, 2010 GLOBAL TELECOM & TECHNOLOGY, INC.
/s/ Chris McKee
Chris McKee
Secretary and General Counsel
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Exhibit 99.1
Contents
Independent Auditors’ Report 2
WBS Connect LLC Consolidated Balance Sheets 3
WBS Connect LLC Consolidated Statements of Operations 5
WBS Connect LLC Consolidated Statement of Members’ Deficit 6
WBS Connect LLC Consolidated Statements of Cash Flow 7
Summary of Significant Accounting Policies 8
Notes to Consolidated Financial Statements 17
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Independent Auditors’ Report
Board of Managers and Members
WBS Connect LLC
8400 East Crescent, Suite 600
Greenwood Village, Colorado 80111
We have audited the accompanying consolidated balance sheet of WBS Connect LLC (the “Company”) as of December 31, 2008 and the related consolidated statements of operations, members’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
As described in Note 10, the Board of Managers has completed the sale of 100% of the outstanding equity of the Company to a third party.
In our opinion, the consolidated financial statements referred to above presents fairly, in all material respects, the financial position of WBS Connect LLC at December 31, 2008, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ Anton Collins Mitchell LLP
Denver, Colorado
February 26, 2010
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WBS Connect LLC
Consolidated Balance Sheets
September 30, 2009
(Unaudited) December 31, 2008
Assets
Current:
Cash and cash equivalents $ 40,230 $ 146,908
Accounts receivable, net of allowances of $1,237,696 and $804,663 2,677,245 2,581,178
Deferred contract costs 2,052,544 1,883,700
Prepaid expenses and other current assets, net 225,804 144,496
Total current assets 4,995,823 4,756,282
Property and equipment, net 1,135,968 1,512,628
Other assets:
Deferred contract costs, less current portion 86,928 144,870
Other assets 34,503 34,503
Total other assets 121,431 179,373
Total assets $ 6,253,222 $ 6,448,283
See accompanying summary of significant accounting policies and notes to financial statements.
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WBS Connect LLC
Consolidated Balance Sheets
September 30, 2009
(Unaudited) December 31, 2008
Liabilities and Members’ Deficit
Current liabilities:
Accounts payable $ 6,600,982 $ 5,195,248
Accounts payable — related party 148,225 93,767
Accrued expenses and other current liabilities 1,649,583 1,164,481
Capital lease, current portion, net 324,728 285,900
Term loan 277,778 402,778
Line of credit 1,489,368 1,401,607
Promissory note, current portion 246,191 230,179
Unearned and deferred revenues 2,827,982 2,833,509
Total current liabilities 13,564,837 11,607,469
Capital lease, less current portion, net 334,363 575,293
Promissory note, less current portion 462,700 649,397
Unearned and deferred revenue, less current portion 118,799 203,510
Other long-term liabilities 26,652 45,329
Total long-term liabilities 942,514 1,473,529
Total liabilities 14,507,351 13,080,998
Commitments and contingencies
Members’ deficit:
Members’ deficit — 2,260,000 units authorized, 2,000,000 issued and outstanding as of September 30, 2009 and December 31, 2008 (8,254,129 ) (6,632,715 )
Total liabilities and members’ deficit $ 6,253,222 $ 6,448,283
See accompanying summary of significant accounting policies and notes to financial statements.
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WBS Connect LLC
Consolidated Statements of Operations
Nine Months Ended September 30,
2009 2008 Year Ended
(Unaudited) (Unaudited) December 31, 2008
Revenue:
Telecommunications services sold $ 20,751,899 $ 19,746,162 $ 26,058,882 Costs and expenses:
Cost of telecommunication services provided 16,112,410 14,819,244 20,466,380
Selling, general and administrative expense 5,434,345 5,167,843 6,956,006
Depreciation and amortization 470,301 366,559 534,782
Loss on sale of assets — — 106,489
Settlement expense — 1,233,435 1,233,435
Total costs and expenses 22,017,056 21,587,081 29,297,092
Operating loss (1,265,157 ) (1,840,919 ) (3,238,210 )
Other income (expense):
Interest expense (289,735 ) (100,202 ) (183,057 )
Other income 78,571 216,565 238,821
Total other income (expense) (211,164 ) 116,363 55,764
Net loss $ (1,476,321 ) $ (1,724,556 ) $ (3,182,446 )
See accompanying summary of significant accounting policies and notes to financial statements.
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