Contrarian Corpus
short seller research note initial thesis
2019-06-06 · 33 pages

GTT Communications, Inc. GTT

GTT Communications is a fundamentally broken telecom rollup using non-GAAP metrics and aggressive accounting to hide negative organic growth, unsustainable leverage, and an inevitable dilutive equity raise.

N 4 Narrative
V 2 Visual
C 2 Craft
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Thesis

Wolfpack Research is short GTT Communications, arguing the company is an over-levered, fundamentally broken rollup that uses non-GAAP metrics and accounting tricks to disguise negative organic growth of -8.7% and -7.7% in 2017 and 2018. By stretching depreciation periods on fiber to 40 years and remarking Interoute's PP&E up by $914M (175%) post-close while writing down customer lists by 70%, GTT inflated 2018 operating profit by ~$79M and avoided a major impairment charge. Net debt grew from $700M in 2016 to $3.2B by Q1 2019, pushing leverage to 10.9x EBITDA against a 6.5x covenant, while TTM cash conversion is only 5.1% versus peer median of 21.5%. Despite $314M in losses, top executives collected $37.6M in performance-based comp tied to acquisition-driven adjusted metrics.

SCQA

Situation

GTT Communications is a $1.3B market-cap multinational telecom that has scaled rapidly through debt-funded acquisitions, most recently the $2.2B Interoute deal, and reports adjusted EBITDA and adjusted free cash flow as its headline metrics.

Complication

Underneath the rollup, organic growth is deeply negative (-8.7%/-7.7%), and GTT manufactures reported profit through depreciation extensions to 40 years, PPA markups of 175%, and customer-list write-downs that dodge impairment charges.

Resolution

Investors should short GTT and demand transparent organic growth disclosure, an explanation for the D&A and PPA adjustments, and reform of a comp plan that pays executives record sums for value-destroying acquisitions.

Reward

With 10.9x leverage, 5.1% cash conversion versus 21.5% peer average, and an inevitable dilutive equity raise needed to service $200M of annual interest, the equity faces substantial downside from the $22.51 cover price.

The three reasons

  1. 1

    Negative organic growth of -8.7% and -7.7% in 2017-2018 hidden by acquisitions

  2. 2

    $78.7M operating profit inflated in 2018 via D&A extensions and PPA markups

  3. 3

    Net debt to EBITDA of 10.9x with cash conversion of just 5.1% vs. peer 21.5%

Primary demands

  • Sell or short GTT stock based on aggressive accounting and broken rollup model
  • Demand GTT disclose its true organic growth rate to investors
  • Scrutinize GTT's depreciation/amortization extensions and post-close PPA adjustments
  • Reform executive compensation that rewards value-destroying acquisitions

KPIs cited

Organic revenue growth
-8.7% in 2017 and -7.7% in 2018, undisclosed by GTT
Net loss
-$71M in 2017 and -$243M in 2018
Net debt
Grew from $700.9M (YE 2016) to $3.178B (Q1 2019)
Net debt-to-EBITDA
10.9x standard EBITDA vs. 6.5x covenant
Cash conversion (OCF/Sales)
TTM 5.1% vs. 21.5% peer weighted average
Operating profit inflation
$78.7M in 2018 via D&A extensions and PPA markups; $151.6M annualized for 2019
Interoute PP&E markup
+$914M (175%) over post-close balance sheet
Interoute customer-list markdown
-$408.5M (-70.4%) implying 70% churn
Fiber depreciation period
Extended from 20 to 20-40 years vs. 20-year industry standard
Executive compensation
Top three executives received $18.3M (2017) and $19.3M (2018) while company posted record losses
Insider stock sales
$13.1M sold since 2017; zero open-market purchases
Immaterial acquisitions spend
$267.1M (~18% of 2018 revenue) since 2016

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns. Orange cells are present in this deck; neutral cells are not.

Composition what's on the 33 slides

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Notes

Word-style short report (33 pages) with cover page using Wolfpack Research branding but body formatted as memo prose with embedded blue-headed tables and two annotated bar charts (D&A drop post-Interoute). No closing 'ask' slide in the deck-sense — ends with insider-trading appendix table then disclaimer. Quotes from CFO Sicoli, Executive Chairman Thompson, and CEO Calder used to expose contradiction on what counts as 'organic' growth. Anonymous competitor C-suite quote used as industry-standard contradiction on fiber depreciation. Stake/short size not disclosed.