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As reported by GTT Communications, Inc. (the “Company”) in its prior filings with the Securities and Exchange Commission (the “SEC”), the Company has been unable to file on a timely basis its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 (the “Q2 2020 Form 10-Q”) and September 30, 2020 (the “Q3 2020 Form 10-Q”), its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Form 10-K”) and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q” and, collectively with the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q and the 2020 Form 10-K, the “Delayed Filings”). In addition, as further described in the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2020, in connection with the Company’s previously disclosed review of certain accounting issues (the “Review”), the Company’s board of directors concluded that the Company’s previously issued consolidated financial statements for the years ended December 31, 2019, 2018 and 2017, each of the quarters during the years ended December 31, 2019 and 2018 and the quarter ended March 31, 2020 (the “Non-Reliance Periods”) and certain related disclosures should no longer be relied upon. The Company is preparing restated financial statements relating to the Non-Reliance Periods (the “Restated Financial Statements”), which Restated Financial Statements, as well as financial statements for periods after the Non-Reliance Periods, will be needed to produce the Delayed Filings.
As previously disclosed, on August 18, 2020 the Company received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria set forth in Section 802.01E of the NYSE Listed Company Manual (“Section 802.01E”) as a result of the Company’s failure to file the Q2 2020 Form 10-Q with the SEC on or before August 17, 2020, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The NYSE informed the Company that, under the NYSE’s rules, the Company could regain compliance with the NYSE’s continued listing requirements by filing the Q2 2020 Form 10-Q and any subsequent delayed periodic filings with the SEC on or before February 17, 2021. On February 11, 2021, the NYSE granted the Company an additional six-month cure period through August 17, 2021 (“Additional Cure Period”) to allow the Company to complete and file the Restated Financial Statements, the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q, and any subsequent delayed periodic filings with the SEC and regain compliance with the NYSE’s continued listing requirements. The NYSE informed the Company that it (a) would continue to closely monitor the Company’s progress towards returning to compliance with Section 802.01E, (b) could suspend trading in the Company’s common stock (the “Common Stock”) on the NYSE prior to the end of the Additional Cure Period if the Company experienced further delays in returning to compliance with Section 802.01E and (c) would move forward with the initiation of suspension and delisting procedures in the event the Company did not return to compliance with Section 802.01E by August 17, 2021.
On July 2, 2021, the Company informed the NYSE staff that it does not expect to complete and file the Restated Financial Statements and the Delayed Filings before the end of the Additional Cure Period. The NYSE staff indicated that the exchange will immediately suspend trading of the Common Stock on the NYSE and commence proceedings to delist the Common Stock from the NYSE. The Company does not intend to appeal the NYSE’s delisting determination. The Company expects that the NYSE will subsequently file a Form 25 with the SEC, which will remove the Common Stock from listing on the NYSE and from registration under Section 12(b) of the Exchange Act. Since the Company’s Common Stock was registered under Section 12(g) of the Exchange Act prior to its listing on NYSE MKT LLC in 2013, the registration under Section 12(g) of the Exchange Act will again become operative upon the effectiveness of the deregistration under Section 12(b) of the Exchange Act.
At this time, the Company does not know whether the Common Stock will be quoted on the Pink Open Market operated by OTC Markets Group Inc. or on any other market or quotation system following suspension of trading on the NYSE. Any quotation of the Common Stock on the Pink Open Market would require a market maker to sponsor the security and comply with Rule 15c2-11 under the Securities Exchange Act of 1934 before it can initiate such quotation. To the extent the Common Stock is quoted on the Pink Open Market or another market, the Company expects such market may provide significantly less liquidity than the NYSE, and trading prices of the Common Stock may decline.
The Company has been and intends to continue working diligently to file the Restated Financial Statements, the Delayed Filings and any subsequent delayed periodic filings with the SEC as soon as possible.
Posted In: GTT
