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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nts, Inc. | AMEX:NTS | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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11-3618510
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class registered:
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Name of each exchange on which registered:
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Common Stock
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NYSE MKT LLC
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Common Stock
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Tel Aviv Stock Exchange Ltd.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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(Do not check if smaller reporting company)
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●
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in favor of the Merger Agreement proposal;
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against alternative transactions; and
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in favor of any action in furtherance of the transactions contemplated by the Merger Agreement.
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Local Services
: NTSC delivers local telephony service to its customers through an “on-net” UNE-L connection, including voice mail, caller ID, forwarding, 3-way calling, blocking, and PBX services. In addition, NTSC sells “off-net” total service resale lines. NTSC provides UNE-L services in Lubbock, Abilene, Amarillo, Midland, Odessa, Pampa, Plainview, and Wichita Falls, Texas. NTSC provides local services via FTTP in Lubbock, Wolfforth, Levelland, Littlefield, Plainview, Burkburnett, Slaton, Iowa Park, Brownfield, Lamesa, Ropesville, Wichita Falls, and Smyer, Texas. NTSC provides resold local services throughout Texas via its resale agreement with AT&T.
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Retail Long Distance Services
: NTSC offers a full range of long distance services to its customers, including competitively priced switched long distance (including intrastate, interstate, and international), toll-free service, dedicated T-1 long distance and calling cards. The vast majority of its customers are concentrated in West Texas. A minority of its long distance customers are in Arizona, New Mexico, Oklahoma, Kansas, and Colorado.
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Internet Data Services
: NTSC provides broadband and dial-up Internet service in all of its Texas markets. Download speeds for broadband range from 500 Kilobits to 100 Megabits per second, depending on the end user’s distance from an NTSC collocation or the type of facilities used to deliver the service. NTSC also offers Web hosting and wide area networking solutions for business applications.
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Fiber-Based Services (“Fiber to the Premise” or “FTTP”)
: As an integrated telecom provider, NTSC is capable of providing quality triple play (voice, digital video & data) on one bill at competitive prices to its FTTP customers. NTSC offers a full selection of video services, including basic cable, video on demand, HDTV and DVR. NTSC is a member of the National Cable Television Cooperative and as such obtains favorable programming rates from most major networks. NTSC provides FTTP service in Lubbock, Levelland, Littlefield, Brownfield, Burkburnett, Ropesville, Slaton, Smyer, Whitharral, Wichita Falls, Burkburnett, Iowa Park, Plainview, Lamesa, and Wolfforth, Texas.
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Cable Television (“CATV”)
: In addition to providing video service via its FTTP network, NTSC offers CATV via a coaxial cable network in Anton, Brownfield, Colorado City, Hale Center, Idalou, Levelland, Littlefield, Meadow, Morton, New Deal, O’Donnell, Olton, Ropesville, Shallowater, Slaton, Smyer, Tahoka, and Wolfforth Texas. NTSC offers a wide selection of video services via its CATV offering basic cable, over 250 channels including premium sports and movie channels, and Pay Per View.
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Customer Premise Equipment (“CPE”)
: NTSC resells a variety of CPE and CPE related services to its customers. Primarily, these sales involve NTSC acting as an authorized dealer for Toshiba phone systems. These systems are sold to customers either on a stand-alone basis, or in conjunction with the purchase of local, long distance, and/or data services from the company. In addition NTSC sells a variety of other electronics such as HD displays, surveillance equipment, paging systems, nurse call systems, routers switches and internetworking gear.
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Private Line Services
: NTSC offers aggregation and resale of leased fiber transport network from AT&T and other fiber network operators. This service is mostly provided for carrier customers that need direct network connectivity, as well as enterprises that require dedicated branch office connections. Services are generally offered under 1-year contracts for a fixed amount per month. NTSC provides private line service nationwide.
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Wholesale Switched Termination Services
: NTSC sells its wholesale-switched minutes to local telecom companies who do not have the volume to warrant attractive pricing from AT&T and other large carriers. NTSC provides multi-regional switched termination, switched toll free origination and wholesale Internet access services to various carrier customers. Services are generally offered for a fixed amount per minute. NTSC provides wholesale switched termination services to customers via network connections in NTSC POPs and switch sites.
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Our Internet based customer service (found at www.ntscom.com) includes full details on all our retail products and services.
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Local Telephone Service:
Using its own network in concentrated local areas throughout Mississippi and Louisiana and utilizing the underlying network of BellSouth Telecommunications, Inc. (the new ATT), outside of Xfone USA’s local areas, Xfone USA provides local dial tone and calling features, such as hunting, call forwarding and call waiting to both business and residential customers throughout Louisiana and Mississippi, including T-1 and PRI local telephone services to business customers.
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Long Distance Service:
Xfone USA uses its own network where available and QWEST, a nationwide long distance carrier, as its underlying long distance network provider. In conjunction with Local Telephone Services, Xfone USA provides Long Distance Services to its residential and business customers. Xfone USA provides two different categories of long distance services - Switched Services to both residential and small business customers, which include 1+ Outbound Service, Toll Free Inbound Service and Calling Card Service. For larger business customers Xfone USA also provides Dedicated Services such as T-1 and PRI Services. Xfone USA’s long distance services are only available to customers who use its local telephone services.
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Internet/Data Service:
Xfone USA provides high-speed broadband Internet access to residential and business customers utilizing its own integrated digital data network and utilizing the broadband gateway network of the new ATT. Xfone USA’s DSL service provides up to 3 Mbps of streaming speed combined with Dynamic IP addresses, as well as multiple mailboxes and Web space. Xfone USA DSL services also include spam filter, instant messaging, pop-up blocking, web mail access, and parental controls. Xfone USA also provides dial-up Internet access service for quick and dependable connection to the web. Xfone USA’s Internet/Data services are stand-alone products or are bundled with its voice services for residential and business customers.
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Customer Service:
Customer Service is paramount at Xfone USA and is one of its major differentiating characteristics, thus tantamount to being one of its product offerings. Customers have been conditioned to accept poor customer service from the larger monopoly companies because they have never had any real choice in service providers, especially in the residential market. Xfone USA’s attentive customer service department is an additional “product offering” which sells - as well as retains - customers. The full scope of communications service entails network service, customer service, and repair service.
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Customer Premise Equipment (“CPE”)
:
Xfone USA also resells a variety of CPE and CPE related services to its customers. Primarily, these sales involve acting with NTSC as an authorized dealer for Toshiba phone systems. These systems are sold to customers either on a stand-alone basis, or in conjunction with the purchase of local, long distance, and/or data services from the company. In addition, the company sells a variety of other electronics such as HD displays, surveillance equipment, paging systems, nurse call systems, routers switches and internetworking gear.
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We use full time, Account Executives “AE’s” to sell to Small, Mid-Market & Enterprise business customers in our fiber & legacy Competitive Local Exchange Company (“CLEC”) markets. Additionally, a subset of AE’s working within our PRIDE FTTU markets focus on selling directly to consumers. All AE’s carry quota which vary based on their responsibilities, titles and type of market assigned to them. AE’s receive a base salary paid bi-monthly in addition to any commissions that may have been earned under the specific compensation plan that an AE falls under;
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We actively pursue opportunities with other carriers; Incumbent Local Exchange Companies (“ILEC’s”), CLEC’s, Internet Service Providers (“ISP’s”), Multiple System Operators (“MSO’s”) and agents who purchase wholesale Origination & Termination, Point to Point Circuits, Carrier Metro Ethernet, Long Haul, Dedicated Internet Access, Dark Fiber, Interconnect CPE & Internetworking equipment such as routers & switches directly from us and then resell these wholesale services and products at a mark-up to end-users under their own brand. This is strictly a “white labeled” offering and these entities generate their own invoices from Call Detail Records (“CDR’s”) that we provide them. We call this division “National Accounts” and also refer to it as “Carrier Wholesale”. Our Carrier Sales Manager is a specialist and has over 20 years of experience;
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We utilize traditional agents & Value Added Resellers (“VAR’s”) that sell our services directly to end-users at our established prices; these agents receive an ongoing residual commission of approximately 5%-12% of the total Monthly Recurring Charges (“MRC’s”
)
based on their individual contracts on collected revenues less any bad debt;
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We have used and in the future may engage third party direct sales organizations (telesales and door-to-door) to register new customers when internal human capital is not available or when we want to target a specific service area aggressively for a period of time for the purpose of increasing market share or a sales blitz around a new product offering;
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We have retail and wholesale sales offices; employees at these sales offices receive annual salaries and commissions;
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We deploy direct marketing resources including but not limited to: internet/social networking, advertising through newspaper, radio, television, outdoor boards, digital signage, direct mail campaigns, door hangers, community events and sponsorships, chambers affinity groups and alumni associations;
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We attend telecommunications trade shows to network and to promote our products and services; and
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We utilize the internet as an additional distribution channel for our services.
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Customer Service Division -
We maintain a live customer service center that operates 24 hours a day, 7 days a week.
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Operations Division -
Our Operations Division provides the following operational functions to our business: (a) 24 hour/7 day a week technical support; (b) inter-company network; (c) hardware and software installations; and (d) operating switch and other platforms.
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Administration Division -
Our Administration Division provides the billing, collection, credit control, and customer support aspects of our business.
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Marketing Division -
Our Marketing Division is responsible for our marketing and selling campaigns that target potential and existing retail customers.
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Residential -
We serve residential customers with various services including voice, broadband and narrow band internet access and cable television services.
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Commercial -
We serve small, medium and large businesses with multiple variations of our voice, broadband, video, private line, and information technology solutions.
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Governmental agencies -
We provide various governmental entities with a broad range of services, including voice, video, internet, managed data, and private line services.
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Wholesale -
We provide other carriers with various switched and non-switched voice and data services on a wholesale basis. We also provide long haul transport, metro access, and switched termination services to a variety of communications companies throughout the United States.
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NTSC’s video headend and operations center is located at 8902 Alcove Avenue, Wolfforth, Texas 79382. This is a single story 3,500 sq. ft. building built in 2004. The building is used for equipment storage warehouse, office space, and the video and data headend. A satellite farm is located adjacent to the building. The building sits on two fenced acres within a ten acre lot.
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NTSC’s corporate offices, Network Control Center, Customer Care, Internet help desk, retail and Toshiba sales offices are located in the Metro Tower, which is a 20-story building located at 1220 Broadway, Lubbock, Texas 79401. The building also houses local switching, local provisioning and outside technicians. Each floor of the building measures approximately 5,000 sq. ft. NTSC leases office space in the building to various businesses including many technology and telecommunications companies. NTSC also leases roof space to companies to house communications antennas.
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NTSC owns a 7,700 sq. ft. single story building at 601 College Avenue, Levelland, Texas, 79336. The building houses NTSC’s operations in Levelland.
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NTSC owns a 3,000 sq. ft. single story building at 510 West 7th, Littlefield, Texas, 79339. The building houses NTSC’s operations in Littlefield.
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NTSC owns a 3,087 sq. ft. building at 312 E. 3rd, Burkburnett, Texas 76354. The building houses NTSC’s operations in Burkburnett.
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NTSC owns a 416 sq. ft. building at 770 W. 1-20 North 208, Colorado City, Texas 79512. The building houses NTSC’s equipment in Colorado City.
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NTSC owns a 1,463 sq. ft. building at 704 W. Highway St, Iowa Park, Texas 76367. The building houses PRIDE Network’s operations in Iowa Park.
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NTSC owns a 3,750 sq. ft. building at 321 W. Broadway, Brownfield, Texas 79316. The building houses PRIDE Network’s operations in Brownfield.
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NTSC also owns properties in a number of communities that house offices and cable head end equipment for NTSC’s traditional cable television network in a number of communities: Abernathy, Brownfield, Hale Center, Idalou, Lamesa, Midland, O’Donnell, Plainview, and Tahoka, Texas, and Hammond, Louisiana.
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Point of Presence (“POP”) site and fiber node located at 201 E Main, Ste. 104, El Paso Texas, measuring 950 sq. ft. (including 850 linear feet of conduit) with annual rent of $54,070. The lease expires on March 31, 2015 and contains no option to renew.
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POP, switch site and fiber node located at 500 Chestnut, Suite 936, Abilene, TX, measuring 4,763 sq. ft. (including roof space for one GPS antenna) with annual rent of $52,392. The lease expires on December 31, 2016 and contains one option for a three year renewal term.
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POP located at 201 Robert S. Kerr, Suite 1070, Oklahoma City, OK, measuring 1,092 sq. ft. with annual rent of $18,564.00. The lease expires on April 30, 2014.
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Equipment room located at 8212 Ithaca, Room W-12, Lubbock, TX, of approximately 16 sq. ft. of wall space with annual rent of $480. The lease is on a month-to-month term.
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Local sales and technician offices located at 4214 Kell, Suite 104 Wichita Falls, TX, measuring 2,400 sq. ft. with annual rent of $39,600. The lease expires in August 2014 and has options to renew for one additional 36 month term.
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POP, switch site, and fiber node located at Petroleum Building, 203 W. 8th Street Suite 102, Amarillo, TX, measuring 4,276 sq. ft. with annual rent of $62,998. The lease expires on June 30, 2016, and has options to renew for two additional 5 year terms.
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POP, switch site, and fiber node located at 710 Lamar Street, Suite 10-25, Wichita Falls, TX, measuring approximately 890 sq. ft., 380 feet of conduit, antenna roof space, plus 200 sq. ft. to house a gas generator at 714 Travis, 6th Floor, Wichita Falls. Annual rent for both spaces totals $17,033.40. The lease expires on April 30, 2015 and has one option for a five year renewal term.
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POP and switch site located at 4316 Bryan, Dallas, TX, measuring 3,816 sq. ft. with annual base rent of $243,180. The lease expires on October 31, 2015 and has one option for a renewal term of three years.
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POP and fiber node located at 415 Wall St., Midland, TX, measuring approximately 100 sq. ft. with annual rent of $10,800. The lease expires on October 31, 2016.
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NTSC also leases property that is used to house the equipment, offices, and facilities necessary for the operation of NTSC’s traditional cable television network in the following communities: Abernathy, Amarillo, Anton, Brownfield, Colorado City, Hale Center, Idalou, Levelland, Opdyke, Littlefield, Lubbock, Meadow, New Deal, Olton, Ropesville, Shallowater, Slaton, Smyer, Tahoka, and Wolfforth, Texas; and Hammond, Louisiana.
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Perpetual Construction and Utility Easement from Benny Judah for facility hut at 10508 Topeka, Lubbock, Texas, 79424.
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Period
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Low
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High
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||||||
2013
|
||||||||
Fourth Quarter
|
$
|
1.55
|
$
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1.98
|
||||
Third Quarter
|
$
|
1.45
|
$
|
1.80
|
||||
Second Quarter
|
$
|
1.00
|
$
|
1.57
|
||||
First Quarter
|
$
|
0.92
|
$
|
1.09
|
||||
2012
|
||||||||
Fourth Quarter
|
$
|
0.83
|
$
|
1.42
|
||||
Third Quarter
|
$
|
0.62
|
$
|
0.93
|
||||
Second Quarter
|
$
|
0.45
|
$
|
0.72
|
||||
First Quarter
|
$
|
0.36
|
$
|
0.68
|
Plan category
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Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
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Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
Number of Securities Remaining Available for Future Issuance under the Plan
|
|||||||||
Compensation plans approved by security holders
(1) (2) (3)
|
11,300,799
|
$
|
1.46
|
4,663,887
|
||||||||
Compensation plans not approved by security holders
|
-
|
-
|
-
|
|||||||||
Total
|
11,300,799
|
$
|
1.46
|
4,663,887
|
●
|
in favor of the Merger Agreement proposal;
|
|
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●
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against alternative transactions; and
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|
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●
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in favor of any action in furtherance of the transactions contemplated by the Merger Agreement.
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Year Ended December 31,
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||||||||
2013
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2012
|
|||||||
Revenues:
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||||||||
Services on Fiber-To-The-Premise network
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39.4
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%
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30.4
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%
|
||||
Leased local loop services and other
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60.6
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%
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69.6
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%
|
||||
Total Revenues
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100
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%
|
100
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%
|
||||
Expenses:
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||||||||
Cost of services (excluding depreciation and amortization)
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43.0
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%
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45.9
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%
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||||
Selling, general and administrative
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37.3
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%
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34.8
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%
|
||||
Depreciation and amortization
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12.4
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%
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10.5
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%
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||||
Financing expenses, net
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10.7
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%
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9.3
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%
|
||||
Other expenses
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1.4
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%
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1.1
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%
|
||||
Total expenses
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104.9
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%
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101.6
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%
|
||||
Loss before taxes
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(4.9)
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%
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(1.6)
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%
|
||||
Income tax benefit
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1.6
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%
|
0.7
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%
|
||||
Net loss
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(3.3)
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%
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(0.9)
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%
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Payments Due by Period
|
||||||||||||||||||||
Contractual Obligations
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Total
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Less than
1 Year
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1-3 Years
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4-5 Years
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More than
5 Years
|
|||||||||||||||
Domestic Note Payable
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$
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20,749,346
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$
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3,413,096
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$
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6,030,000
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$
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11,306,250
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$
|
-
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||||||||||
Notes Payable from the United States Department of Agriculture
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44,186,615
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2,266,361
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4,532,721
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4,532,721
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32,854,812
|
|||||||||||||||
Bonds
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7,725,559
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4,197,510
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3,528,049
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-
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-
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|||||||||||||||
Capital leases
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746,827
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261,894
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292,614
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192,319
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-
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|||||||||||||||
Operating leases
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907,205
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444,206
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446,962
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16,037
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- | |||||||||||||||
Total contractual cash obligations
|
$
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74,315,552
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$
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10,583,067
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$
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14,830,346
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$
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16,047,327
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$
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32,854,812
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(i)
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An additional secured term loan in the amount of $3,500,000, for the payment of all liabilities owed to Burlingame (the “Second ICON Loan”),
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(ii)
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A secured delayed draw loan in the amount of $3,100,000, for the purchase of equipment in connection with our project to construct a fiber network in Wichita Falls, Texas (the "Third ICON Loan"), and
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(iii)
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Certain other amendments to the Original ICON Agreement and the First ICON Loan as described in Amendment No. 1.
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(i)
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An additional secured delayed draw term loan in the aggregate amount of $6,000,000, bearing interest of 12.75% per annum for the purchase of equipment in connection with our project to expand our fiber network in the region of West Texas (the “Fourth ICON Loan”),
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(ii)
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Revised amortization schedules of the First ICON Loan, Second ICON Loan and Third ICON Loan (as described below), and
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(iii)
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Certain other amendments to the Original ICON Agreement (as amended by Amendment No. 1 and Amendment No. 2), described in Amendment No. 3.
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NTS, Inc. and Subsidiaries
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CONSOLIDATED FINANCIAL STATEMENTS
|
As of December 31, 2013
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CONTENTS
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Report of Independent Registered Public Accounting Firm
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F-2
|
|||
Consolidated Balance Sheets
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F-3
|
|||
Consolidated Statements of Operations
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F-5
|
|||
Consolidated Statements of Changes in Shareholders' Equity
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F-6
|
|||
Consolidated Statements of Cash Flows
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F-7
|
|||
Notes to Consolidated Financial Statements
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F-9
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December 31,
|
||||||||
2013
|
2012
|
|||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
4,981,942
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$
|
3,908,620
|
||||
Accounts receivable, net
|
5,465,724
|
5,156,598
|
||||||
Prepaid expenses and other receivables
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3,554,645
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3,283,231
|
||||||
Deferred taxes
|
1,063,237
|
815,563
|
||||||
Inventories
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202,746
|
222,735
|
||||||
Total current assets
|
15,268,294
|
13,386,747
|
||||||
BONDS ISSUANCE AND FINANCE COSTS, NET
|
1,054,701
|
1,379,334
|
||||||
OTHER LONG-TERM ASSETS
|
2,392,796
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2,783,083
|
||||||
FIXED ASSETS, NET
|
105,174,830
|
89,468,282
|
||||||
INTANGIBLE ASSETS, NET
|
1,090,618
|
1,465,553
|
||||||
Total assets
|
$
|
124,981,239
|
$
|
108,482,999
|
Years Ended
|
||||||||
December 31,
|
||||||||
2013
|
2012
|
|||||||
Revenues
|
||||||||
Services on Fiber-To-The-Premise network
|
$
|
23,454,091
|
$
|
18,219,615
|
||||
Leased local loop services and other
|
36,133,155
|
41,650,853
|
||||||
Total Revenues
|
59,587,246
|
59,870,468
|
||||||
Expenses
|
||||||||
Cost of services (excluding depreciation and amortization shown below)
|
25,643,381
|
27,489,743
|
||||||
Selling, general and administrative
|
22,246,333
|
20,802,001
|
||||||
Depreciation and amortization
|
7,380,483
|
6,274,488
|
||||||
Financing expenses, net
|
6,388,327
|
5,551,080
|
||||||
Other expenses
|
845,035
|
686,519
|
||||||
Total Expenses
|
62,503,559
|
60,803,831
|
||||||
Loss before taxes
|
(2,916,313
|
)
|
(933,363
|
)
|
||||
Income tax benefit
|
961,966
|
386,370
|
||||||
Net loss
|
$
|
(1,954,347
|
)
|
$
|
(546,993
|
)
|
||
Basic and diluted loss per share:
|
$
|
(0.05
|
)
|
$
|
(0.01
|
)
|
||
Basic and diluted weighted average number of shares outstanding:
|
43,418,847
|
41,186,596
|
Number of
Ordinary Shares
|
Common
Stock
|
Additional
Paid-in
Capital
|
Accumulated
Other
Comprehensive
Loss
|
Retained
Earnings
(Deficit)
|
Total
Equity
|
|||||||||||||||||||
Balance at January 1, 2012
|
41,186,596
|
$
|
41,187
|
$
|
54,386,459
|
$
|
(1,805,791
|
)
|
$
|
(24,954,429
|
)
|
$
|
27,667,426
|
|||||||||||
Equity-based compensation expenses resulting from ASC 718-10-35
|
-
|
-
|
283,435
|
-
|
-
|
283,435
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(546,993)
|
(546,993
|
)
|
|||||||||||||||||
Balance at December 31, 2012
|
41,186,596
|
$
|
41,187
|
$
|
54,669,894
|
$
|
(1,805,791
|
)
|
$
|
(25,501,422
|
)
|
$
|
27,403,868
|
|||||||||||
Balance at January 1, 2013
|
41,186,596
|
$
|
41,187
|
$
|
54,669,894
|
$
|
(1,805,791
|
)
|
$
|
(25,501,422
|
)
|
$
|
27,403,868
|
|||||||||||
Equity-based compensation expenses resulting from ASC 718-10-35
|
-
|
-
|
391,372
|
-
|
-
|
391,372
|
||||||||||||||||||
Options exercised during the period, net of issuance expenses
|
2,232,251
|
2,232
|
2,432,252
|
-
|
-
|
2,434,484
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(1,954,347)
|
(1,954,347
|
)
|
|||||||||||||||||
Balance at December 31, 2013
|
43,418,847
|
$
|
43,419
|
$
|
57,493,518
|
$
|
(1,805,791
|
)
|
$
|
(27,455,769
|
)
|
$
|
28,275,377
|
Years Ended
|
||||||||
December 31,
|
||||||||
2013
|
2012
|
|||||||
Cash flow from operating activities:
|
||||||||
Net loss
|
$ | (1,954,347 | ) | $ | (546,993 | ) | ||
Adjustments required to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
7,380,483 | 6,274,488 | ||||||
Amortization of bonds issuance and finance costs
|
533,401 | 468,685 | ||||||
Compensation in connection with the issuance of warrants and options issued for professional services
|
391,372 | 283,435 | ||||||
Increase in bad debt provision
|
453,225 | 275,087 | ||||||
Accrued interest and exchange rate on bonds
|
502,595 | 62,224 | ||||||
Unearned gain due to hedging
|
- | (32,250 | ) | |||||
Expense of discounted debt from related party and related warrants
|
- | 237,454 | ||||||
Gain on buy back of bonds
|
- | (221,643 | ) | |||||
Deferred tax provision
|
(1,133,834 | ) | (682,114 | ) | ||||
Changes in assets and liabilities:
|
||||||||
Increase in accounts receivable
|
(762,351 | ) | (1,669,435 | ) | ||||
Decrease (increase) in inventories
|
19,989 | (29,658 | ) | |||||
Decrease (increase) in long-term receivables
|
390,287 | (13,851 | ) | |||||
Decrease (increase) in prepaid expenses and other receivables
|
750,248 | (8,782 | ) |
Increase in prepaid financing costs
|
(221,698)
|
(427,764
|
) |
Increase (decrease) in other long-term liabilities
|
(1,529,831
|
)
|
593,035
|
|||||
Increase (decrease) in trade payables
|
2,033,922
|
(1,482,871
|
)
|
|||||
Increase in other liabilities and accrued expenses
|
572,229
|
446,777
|
||||||
Net cash provided by operating activities
|
7,425,690
|
3,525,824
|
||||||
Cash flow from investing activities:
|
||||||||
Purchase of equipment
|
(8,558,583
|
) |
(3,226,019
|
)
|
||||
Purchase of equipment for the projects under the United States Department of Agriculture, net of grants received
|
(8,553,249
|
) |
(17,187,267
|
)
|
||||
Net cash used by investing activities
|
(17,111,832)
|
(20,413,286
|
)
|
Years Ended
|
||||||||
December 31,
|
||||||||
2013
|
2012
|
|||||||
Cash flow from financing activities:
|
||||||||
Repayment of short-term loans from banks and others
|
-
|
(4,385,735
|
)
|
|||||
Repayment of capital lease obligation
|
(540,117
|
)
|
(536,939
|
)
|
||||
Proceeds from long-term loans from the United States Department of Agriculture
|
9,166,790
|
16,477,528
|
||||||
Repayment of principal on bonds
|
(3,430,764
|
)
|
(3,780,722
|
)
|
||||
Repayment of long-term loans from United States Department of Agriculture
|
(2,317,838
|
)
|
(1,578,817
|
)
|
||||
Repayment of note payable
|
(800,966
|
)
|
-
|
|||||
Decrease in restricted cash
|
-
|
769,331
|
||||||
Proceeds from exercise of options
|
2,266,707
|
-
|
||||||
Proceeds from loans from banks and others
|
6,415,652
|
7,267,922
|
||||||
Net cash provided by financing activities
|
10,759,464
|
14,232,568
|
||||||
Net increase (decrease) in cash and cash equivalents
|
1,073,322
|
(2,654,894
|
)
|
|||||
Cash and cash equivalents at the beginning of the year
|
3,908,620
|
6,563,514
|
||||||
Cash and cash equivalents at the end of year
|
$
|
4,981,942
|
$
|
3,908,620
|
||||
Supplemental disclosure of cash flows activities:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
4,327,438
|
$
|
3,703,404
|
||||
Taxes
|
$
|
98,387
|
$
|
167,138
|
||||
Purchase of fixed assets by capital lease arrangements
|
$
|
654,342
|
$
|
298,532
|
||||
Purchase of fixed assets included in accounts payable
|
$
|
5,954,656
|
$
|
4,304,999
|
||||
Grants receivable from the United States Department of Agriculture
|
$
|
1,008,733
|
$
|
974,120
|
||||
Proceeds from exercise of options after December 31, 2013
|
$ |
167,778
|
$ |
-
|
||||
A.
|
NTS, Inc. (“NTSI” or “the Company”) was incorporated in the State of Nevada, U.S.A. in September 2000 as Xfone, Inc. The Company provides through its subsidiaries, integrated communications services which include voice, video and data over its Fiber-To-The-Premise (“FTTP”) and other networks. The Company currently has operations in Texas, Mississippi and Louisiana. Effective as of February 1, 2012, the Company changed its name to “NTS, Inc.” and as of February 2, 2012 the Company's common shares began trading on the NYSE MKT (f/k/a NYSE Amex) and the Tel Aviv Stock Exchange (“TASE”) under a new ticker symbol “NTS”. The name change is a reflection of the Company's refined and enhanced business strategy which began with its acquisition of NTS Communications, Inc. (“NTSC”) in 2008 and its focus on the build out of its high-speed FTTP network.
|
●
|
NTSC and its seven wholly owned subsidiaries, NTS Construction Company, Garey M. Wallace Company, Inc., Midcom of Arizona, Inc., Communications Brokers Inc., NTS Telephone Company, LLC, NTS Management Company, LLC and PRIDE Network, Inc.
|
|
●
|
Xfone USA, Inc. and its two wholly owned subsidiaries, eXpeTel Communications, Inc. and Gulf Coast Utilities, Inc. (collectively, “Xfone USA”).
|
B.
|
Liquidity
|
A.
|
Principles of Consolidation and Basis of Financial Statement Presentation
|
B.
|
Foreign Currency Translation
|
C.
|
Subsequent Events
|
D.
|
Cash and Cash Equivalents
|
E.
|
Accounts Receivable
|
F.
|
Inventories
|
G.
|
Fixed Assets
|
Useful Life
|
|
Communication equipment
|
3-20 years
|
Fiber network
|
13-30 years
|
Construction equipment
|
5 years
|
Equipment held under lease
|
4-15 years
|
Office furniture and equipment
|
5-15 years
|
Development costs
|
3 years
|
Computer equipment
|
5-7 years
|
Motor vehicles
|
4-5 years
|
Building and plant
|
4-35 years
|
H.
|
Intangible Assets
|
I.
|
Long-Lived Assets
|
J.
|
Revenue Recognition
|
K.
|
Advertising expenses
|
L.
|
Use of Estimates
|
M.
|
Loss Per Share
|
N.
|
Income Taxes
|
O.
|
Fair Value Measurements
|
P.
|
Stock-Based Compensation
|
Q.
|
Derivative instruments
|
R.
|
Grants
|
S.
|
Reclassification
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Prepaid expenses
|
$
|
1,160,406
|
|
$
|
1,072,417
|
|||
Grant receivables from United States Department of Agriculture
|
1,008,733
|
974,120
|
||||||
Other receivables
|
1,385,506
|
1,236,694
|
||||||
$
|
3,554,645
|
$
|
3,283,231
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Cost
|
||||||||
Communication equipment
|
$
|
86,124,427
|
$
|
80,649,694
|
||||
Fiber network
|
85,094,060
|
70,168,573
|
||||||
Office furniture and equipment
|
3,827,299
|
3,823,563
|
||||||
Computer equipment
|
10,605,973
|
10,435,430
|
||||||
Construction equipment
|
544,691
|
531,612
|
||||||
Motor vehicles
|
1,707,827
|
1,553,566
|
||||||
Building and plant
|
11,923,780
|
10,851,254
|
||||||
Work in Progress
|
8,467,622
|
7,569,891
|
||||||
208,295,679
|
185,583,583
|
|||||||
Accumulated Depreciation
|
||||||||
Communication equipment
|
65,615,540
|
63,318,762
|
||||||
Fiber network
|
17,257,242
|
13,774,412
|
||||||
Office furniture and equipment
|
3,533,795
|
3,521,850
|
||||||
Computer equipment
|
10,287,617
|
9,720,225
|
||||||
Construction equipment
|
483,829
|
451,237
|
||||||
Motor vehicles
|
1,158,462
|
967,029
|
||||||
Building
|
4,784,364
|
4,361,786
|
||||||
103,120,849
|
96,115,301
|
|||||||
Fixed assets, net
|
$
|
105,174,830
|
$
|
89,468,282
|
Customer
Relationships
|
License
|
Total
|
||||||||||
December 31, 2013
|
||||||||||||
Cost
|
$
|
4,463,474
|
$
|
250,000
|
$
|
4,713,474
|
||||||
Accumulated amortization
|
3,622,856
|
-
|
3,622,856
|
|||||||||
Net
|
$
|
840,618
|
$
|
250,000
|
$
|
1,090,618
|
||||||
December 31, 2012
|
||||||||||||
Cost
|
$
|
4,463,474
|
$
|
250,000
|
$
|
4,713,474
|
||||||
Accumulated amortization
|
3,247,921
|
-
|
3,247,921
|
|||||||||
Net
|
$
|
1,215,553
|
$
|
250,000
|
$
|
1,465,553
|
2014
|
2015
|
2016
|
||||||||||
Amortization expense
|
$
|
319,193
|
$
|
307,797
|
$
|
213,628
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Payroll and payroll related
|
$
|
608,220
|
$
|
807,978
|
||||
Accrued expenses
|
2,533,903
|
2,477,213
|
||||||
Accrued merger and acquisition costs | 667,361 | - | ||||||
Deferred revenues
|
961,321
|
1,060,237
|
||||||
Tax authorities
|
551,400
|
551,400
|
||||||
Others
|
318,664
|
171,812
|
||||||
$
|
5,640,869
|
$
|
5,068,640
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Notes Payable to the United States Department of Agriculture
|
$
|
44,186,615
|
$
|
37,337,663
|
||||
Less current portion
|
2,266,361
|
1,817,816
|
||||||
Long-term portion
|
$
|
41,920,254
|
$
|
35,519,847
|
Year
|
||||
2014
|
$
|
2,266,361
|
||
2015
|
2,266,360
|
|||
2016
|
2,266,361
|
|||
2017
|
2,266,360
|
|||
2018
|
2,266,361
|
|||
2019 and thereafter
|
32,854,812
|
|||
$
|
44,186,615
|
A.
|
NTS Telephone Company, LLC
|
B.
|
PRIDE Network, Inc.
|
Annual Interest
|
December 31,
|
|||||||||||
Rate
|
2013
|
2012
|
||||||||||
Promissory note to ICON Agent, LLC
(1)
|
12.75 | % | 20,100,000 | 14,100,000 | ||||||||
Promissory note to CoBridge Telecom, LLC
(2)
|
6.0 | % | 141,833 | 373,244 | ||||||||
Promissory note to Reach Broadband
(3)
|
7.0 | % | 168,941 | 327,357 | ||||||||
Note to a finance company
|
3.99 | % | 249,392 | 244,880 | ||||||||
Others
|
89,180 | 89,180 | ||||||||||
20,749,346 | 15,134,661 | |||||||||||
Less current portion
|
3,413,096 | 723,887 | ||||||||||
Long-term portion
|
17,336,250 | 14,410,774 |
1.
|
On October 6, 2011, the Company entered into a term loan, guarantee and security agreement (the “Original ICON Agreement”), as amended by the Amended & Restated Consent, Waiver & Amendment Agreement dated November 1, 2011 by and between the following: (1) ICON Agent, LLC (the “Agent”), acting as agent for the Lenders signatory thereto; (2) the Company, as Guarantor; (3) Xfone USA, Inc., NTS Communications, Inc., Gulf Coast Utilities, Inc., eXpeTel Communications, Inc., NTS Construction Company, Garey M. Wallace Company, Inc., Midcom of Arizona, Inc., Communications Brokers, Inc., and NTS Management Company, LLC, acting as Borrowers and Guarantors; and (4) PRIDE Network, Inc., and NTS Telephone Company, LLC (together with the Borrowers and Guarantors acting as Credit Parties) that provided for a secured term loan in the amount of $7,500,000 (the “First ICON Loan”).
On June 22, 2012, the Company entered into Amendment No. 1 to the Original ICON Agreement providing for:
(i) An additional secured term loan in the amount of $3,500,000, for the payment of all liabilities owed to Burlingame (the “Second ICON Loan”),
(ii) A secured delayed draw loan in the amount of $3,100,000, for the purchase of equipment in connection with the Company's project to construct a fiber network in Wichita Falls, Texas (the “Third ICON Loan”), and
(iii) Certain other amendments to the Original ICON Agreement and the First ICON Loan as described in Amendment No. 1.
Each of the First ICON Loan, Second ICON Loan and Third ICON Loan bear interest at 12.75% per annum.
The fundings of the First ICON Loan and the Second ICON Loan were made on October 27, 2011 and June 22, 2012, respectively.
|
On August 9, 2012, the Company entered into Amendment No. 2 to the Original ICON Agreement providing for revised amortization schedules of the First ICON Loan and the Second ICON Loan.
On September 27, 2012, the Company drew down the Third ICON Loan in the amount of $3,100,000.
On February 12, 2013, the Company entered into Amendment No. 3 to the Original ICON Agreement (“Amendment No. 3”) providing for:
|
||
(i)
|
An additional secured delayed draw term loans in the aggregate amount of $6,000,000, bearing interest of 12.75% per annum for the purchase of equipment in connection with the Company's project to expand its fiber network in the region of West Texas,
|
|
(ii)
|
Revised amortization schedules of the First ICON Loan, Second ICON Loan and Third ICON Loan (as described below), and
|
|
(iii)
|
Certain other amendments to the Original ICON Agreement (as amended by Amendment No. 1 and Amendment No. 2), described in Amendment No. 3.
|
|
Pursuant to Amendment No. 3, the principal amount of the First ICON Loan is payable in 69 consecutive monthly installments with the first 27 monthly payments being payments of accrued interest only. The principal amount of the Second ICON Loan is payable in 61 consecutive monthly installments with the first 19 monthly payments being payments of accrued interest only. The principal amount of the Third ICON Loan is payable in 58 consecutive monthly installments with the first 16 monthly payments being payments of accrued interest only.
Each of the foregoing loans are secured by a lien against all of each Borrower's and Guarantor's property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest; provided, however, that none of the assets of PRIDE Network, Inc. and NTS Telephone Company are being used as collateral for the loans and are specifically excluded.
The Company is required to maintain fixed charge coverage ratio of not less than 1.15 to 1.00 for the trailing four fiscal quarter period most recently ended if at any time cash was less than $3,000,000 as of the last day of any fiscal quarter. Pursuant to Amendment No. 3, senior leverage ratio should not exceed 2.25 to 1.00 from June 30, 2012 through March 31, 2013, 2.00 to 1.00 from June 30, 2013 through December 31, 2013, and 1.75 to 1.00 from March 31, 2014 and thereafter. As of December 31, 2013, the Company complied with the foregoing financial covenants.
The total outstanding amount of the loans as of December 31, 2013 is $20,100,000.
|
||
2.
|
On April 25, 2011, NTSC entered into an Asset Purchase Agreement with CoBridge Telecom, LLC, (“CoBridge”), pursuant to which CoBridge agreed to sell NTSC all of CoBridge’s assets in and around the communities of Colorado City, Levelland, Littlefield, Morton, and Slaton Texas pursuant to the terms of that agreement. As part of the agreement, a note for $1,010,101 was issued on July 1, 2011 at an interest rate of 6% per annum and is payable in 36 equal monthly installments of $20,626.The total outstanding amount of the note as of December 31, 2013 was $141,833.
|
3.
|
On September 16, 2011, NTSC entered into an Asset Purchase Agreement with RB3, LLC, and Arklaoktex, LLC, each doing business as Reach Broadband (“Reach”), pursuant to which Reach agreed to sell NTSC all of Reach’s assets in and around the communities of Abernathy, Anton, Brownfield, Hale Center, Idalou, Levelland, Littlefield, Meadow, New Deal, O’Donnell, Olton, Reese, Ropesville, Shallowater, Smyer, Tahoka, and Wollforth Texas pursuant to the terms of that agreement. As part of the agreement, a note for $475,093 was issued on December 1, 2011 at an interest rate of 7% per annum and is payable in 36 equal monthly installments of $14,693. The total outstanding amount of the note as of December 31, 2013 was $168,941.
|
Year
|
||||
2014
|
$
|
3,413,096
|
||
2015
|
3,015,000
|
|||
2016
|
3,015,000
|
|||
2017
|
11,306,250
|
|||
$
|
20,749,346
|
A.
|
Issuance of Bonds
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Outstanding balance (in NIS)
|
25,095,525 | 37,643,288 | ||||||
Accrued interest (in NIS)
|
165,012 | 247,518 | ||||||
Increase in debt due to CPI adjustments (in NIS)
|
4,576,883 | 6,026,770 | ||||||
Unearned gain due to hedging (in NIS)
|
- | (120,389 | ) | |||||
Total outstanding debt (in NIS)
|
29,837,420 | 43,797,187 | ||||||
Exchange rate for year end
|
3.471 | 3.733 | ||||||
Total outstanding debt (USD)
|
$ | 8,596,203 | $ | 11,732,437 | ||||
Debt discount related to warrants
|
(237,639 | ) | (359,307 | |||||
Bonds held by subsidiary
|
(633,005 | ) | (719,402 | ) | ||||
Total outstanding debt
|
7,725,559 | 10,653,728 | ||||||
Less current portion
|
4,197,510 | 3,627,205 | ||||||
Long-term portion
|
$ | 3,528,049 | $ | 7,026,523 |
Bonds Series A
|
$
|
24,588,726
|
||
Stock Purchase Warrants (1)
|
973,306
|
|||
Total
|
$
|
25,562,032
|
(1)
|
Presented as part of Additional Paid-in Capital.
|
B.
|
Aggregate maturities are as follows:
|
2014
|
$
|
4,150,721
|
||
2015
|
3,528,049
|
|||
7,678,770
|
||||
Accrued interest
|
46,789
|
|||
$
|
7,725,559
|
2014
|
$
|
261,894
|
||
2015
|
158,645
|
|||
2016
|
133,967
|
|||
2017
|
108,145
|
|||
2018
|
84,176
|
|||
Total
|
$
|
746,827
|
||
Total minimum lease payments
|
$
|
810,459
|
||
Less: amount representing interest at average rate of 8.5%
|
(63,632
|
)
|
||
Present value of net minimum lease payment
|
$
|
746,827
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Current:
|
||||||||
Federal
|
$ | - | $ | - | ||||
State
|
(171,868 | ) | (295,744 | ) | ||||
Deferred:
|
||||||||
Federal
|
1,133,834 | 682,114 | ||||||
State
|
- | - | ||||||
Total benefit
|
$ | 961,966 | $ | 386,370 |
December 31,
|
||||||||
2013
|
2012
|
|||||||
Deferred Tax Liabilities:
|
||||||||
Accelerated tax depreciation of fixed assets
|
$
|
11,050,028
|
$
|
10,075,757
|
||||
Deferred Tax Assets:
|
||||||||
Carry forward losses
|
9,357,105
|
7,291,609
|
||||||
Allowance for bad debts
|
537,432
|
378,665
|
||||||
Evaluation of bonds payable to the Israeli Consumer Price Index and exchange rate
|
462,176
|
566,305
|
||||||
Accrued vacation and severance pay
|
147,668
|
189,960
|
||||||
Expenses related to warrants and non qualified stock options
|
421,514
|
391,251
|
||||||
Net deferred taxes liabilities
|
$
|
124,133
|
$
|
1,257,967
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Income tax benefit computed at statutory rate
|
$ | (839,017 | ) | $ | (317,343 | ) | ||
State income taxes, net of Federal benefit
|
113,433 | 158,448 | ||||||
Difference between income reported for tax purposes and income for financial reporting purposes
|
(59,305 | ) | (72,334 | ) | ||||
Adjustment to deferred tax items
|
(177,077 | ) | (155,141 | ) | ||||
Benefit for income taxes
|
$ | (961,966 | ) | $ | (386,370 | ) |
Level 1 –
|
Quoted prices in active markets for identical assets or liabilities
|
Level 2 –
|
Observable inputs other than quoted prices in active markets for identical assets and liabilities
|
Level 3 –
|
No observable pricing inputs in the market
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
December 31, 2013
|
||||||||||||||||
Bonds payable
|
$ | - | $ | 7,725,559 | $ | - | $ | 7,725,559 | ||||||||
December 31, 2012
|
||||||||||||||||
Bonds payable
|
$ | - | $ | 10,653,728 | $ | - | $ | 10,653,728 | ||||||||
Year ended December 31,
|
||||
2014
|
$ | 444,206 | ||
2015
|
262,496 | |||
2016
|
157,629 | |||
2017
|
26,837 | |||
2018
|
16,037 | |||
$ | 907,205 |
A.
|
The holders of the Company's shares of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The common stock has no pre-emptive or conversion rights or other subscription rights. There are no sinking fund provisions applicable to the common stock.
|
B.
|
On June 13, 2012, the Company granted, under and subject to the Company's 2007 Stock Incentive Plan, to one of NTSC's senior employees options to purchase 791,212 shares of common stock. The options are exercisable at $1.10 per share and expire seven years from the date of grant. On the date of grant, 197,803 of the options were fully vested and the remaining 593,409 of the options shall vest in equal installments over a period of ten quarters with the first quarterly installment vesting on June 30, 2013. The options are also subject to certain provisions which shall apply in the event of termination of employment. In the event of a change of control of the Company or the sale of most of its assets, any unvested and outstanding portion of the options shall immediately and fully vest.
|
|
C.
|
On December 13, 2012, the Company granted, under and subject to the Company's 2007 Stock Incentive Plan, to its employees options to purchase 153,468 shares of common stock. The options are exercisable at $1.10 per share and expire seven years from the date of grant. The options shall vest over a period of 4 years, 25% of the options after 12 months from the grant date and the remaining 75% of the options shall vest over the following 3 years in equal quarterly installments beginning 15 months from the grant date.
|
|
D.
|
On May 8, 2013, the Company granted, under and subject to the Company's 2007 Stock Incentive Plan, to several of the Company’s directors and employee options to purchase 269,780 shares of common stock. The options are exercisable at $1.10 per share and expire five years from the date of grant. Commencing on June 8, 2013, 250,000 options vest in equal monthly installments of 10,000. The remaining 19,780 vest over a period of 4 years, 25% of the options after 12 months from the grant date and the remaining 75% of the options shall vest over the following 3 years in equal quarterly installments beginning 15 months from the grant date.
|
Number of
warrants
|
Weighted average exercise price
|
|||||||
Warrants outstanding and exercisable at December 31, 2011
|
3,670,384 | $ | 1.67 | |||||
Cancelled or expired
|
(2,270,384 | ) | $ | 1.87 | ||||
Warrants outstanding and exercisable at December 31, 2012
|
1,400,000 | $ | 1.35 | |||||
Cancelled or expired
|
- | $ | - | |||||
Warrants outstanding and
exercisable at
December 31, 2013
|
1,400,000 | $ | 1.35 |
Warrants vested and exercisable
|
||||||||||||||
Range price ($)
|
Number of
warrants
|
Weighted average remaining
contractual life (years)
|
Weighted average
exercise price
|
|||||||||||
$
|
1.10
|
950,000
|
3.84
|
$
|
1.10
|
|||||||||
$
|
1.87
|
450,000
|
0.33
|
$
|
1.87
|
Year ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Volatility
|
91.2
|
%
|
62.25
|
%
|
||||
Risk-free interest rate
|
0.75
|
%
|
0.70
|
%
|
||||
Dividend yield
|
0
|
%
|
0
|
%
|
||||
Forfeiture rate
|
20
|
%
|
20
|
%
|
||||
Expected life (years)
|
5
|
6.3
|
Number of
options
|
Weighted average exercise price
|
Aggregate
Intrinsic value
|
||||||||||
Options outstanding at December 31, 2011
|
9,344,856 | $ | 1.63 | $ | - | |||||||
Granted
|
944,680 | $ | 1.10 | |||||||||
Exercised
|
- | $ | - | |||||||||
Cancelled or expired
|
(388,737 | ) | $ | 1.26 | ||||||||
Options outstanding at December 31, 2012
|
9,900,799 | $ | 1.59 | $ | - | |||||||
Granted
|
269,780 | $ | 1.10 | |||||||||
Exercised
|
(2,250,216 | ) | $ | 1.12 | ||||||||
Cancelled or expired
|
(1,414,371 | ) | $ | 2.71 | ||||||||
Options outstanding at December 31, 2013
|
6,505,992 | $ | 1.49 | $ | 4,987,900 | |||||||
Options vested and exercisable as of December 31, 2012
|
8,301,035 | $ | 1.68 | $ | - | |||||||
Options vested and exercisable as of December 31, 2013
|
5,800,956 | $ | 1.54 | $ | 4,375,086 | |||||||
Weighted average fair value of options granted in 2012
|
0.31 | |||||||||||
Weighted average fair value of options granted in 2013
|
0.77 |
Options vested and exercisable
|
||||||||||||||
Range price ($)
|
Number of options
|
Weighted average remaining
contractual life (years)
|
Weighted average exercise price
|
|||||||||||
$
|
1.10-$1.50
|
5,066,956
|
2.87
|
$
|
1.11
|
|||||||||
$
|
3.15
|
200,000
|
0.25
|
$
|
3.15
|
|||||||||
$
|
5.00
|
534,000
|
1.16
|
$
|
5.00
|
Options expected to vest
|
||||||||||||||
Range price ($)
|
Number of
options
|
Weighted average remaining contractual life (years)
|
Weighted average
exercise price
|
|||||||||||
$
|
1.10-$1.50
|
705,036
|
5.18
|
$
|
1.10
|
Year Ended December 31, 2013
|
||||||||||||
Net loss
|
Weighted Average
Shares
|
Per share
amounts
|
||||||||||
Basic EPS:
|
||||||||||||
Net loss
|
$
|
(1,954,347
|
)
|
43,418,847
|
$
|
(0.05
|
)
|
|||||
Effect of dilutive securities:
|
||||||||||||
Options and warrants (*)
|
-
|
-
|
-
|
|||||||||
Diluted EPS:
|
||||||||||||
Net loss
|
$
|
(1,954,347
|
)
|
43,418,847
|
$
|
(0.05
|
)
|
Year Ended December 31 , 2012
|
||||||||||||
Net loss
|
Weighted Average
Shares
|
Per share
amounts
|
||||||||||
Basic EPS:
|
||||||||||||
Net loss
|
$
|
(546,993
|
)
|
41,186,596
|
$
|
(0.01
|
)
|
|||||
Effect of dilutive securities:
|
||||||||||||
Options and warrants (*)
|
-
|
-
|
-
|
|||||||||
Diluted EPS:
|
||||||||||||
Net loss
|
$
|
(546,993
|
)
|
41,186,596
|
$
|
(0.01
|
)
|
1.
|
Class Actions Related to the Merger Agreement
|
2.
|
Eliezer Tzur et al. vs. 012 Telecom Ltd. et al.
|
o
|
in favor of the Merger Agreement proposal;
|
|
|
o
|
against alternative transactions; and
|
|
|
o
|
in favor of any action in furtherance of the transactions contemplated by the Merger Agreement.
|
Name
|
Age
|
Director / Officer
|
||
Guy Nissenson
|
39
|
Director, President and Chief Executive Officer since our inception and Chairman of the Board since March 12, 2012. A non-voting member of our Nominating and Corporate Governance Committee.
|
||
Niv Krikov
|
42
|
Treasurer and Chief Financial Officer since August 13, 2007 and Principal Accounting Officer since May 9, 2007.
|
||
Shemer S. Schwarz*
|
39
|
Director since December 19, 2002 and a member of our Audit Committee and our Nominating and Corporate Governance Committee.
|
||
Arie Rosenfeld*
|
69
|
Director since January 16, 2009 and the Chairman of our Compensation Committee.
|
||
Timothy M. Farrar*
|
45
|
Director since December 27, 2010 and a member of our Compensation Committee.
|
||
Alan L. Bazaar*
|
43
|
Director since December 20, 2012 and the Chairman of our Audit Committee.
|
||
Don Carlos Bell III*
|
44
|
Director since December 20, 2012 and a member of our Audit Committee and Special Committee.
|
||
Andrew J. MacMillan*
|
65
|
Director since December 20, 2012 and the Chairman of our Nominating and Corporate Governance Committee.
|
||
Jeffrey E. Eberwein*
|
43
|
Director since December 20, 2012 and a member of our Compensation Committee and Nominating and Corporate Governance Committee and Chairman of our Special Committee
|
||
Richard K. Coleman, Jr.*
|
56
|
Director since December 20, 2012 and member of our Special Committee.
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Non-qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Guy Nissenson ,
|
||||||||||||||||||||||||||||||||||
Chairman of the
|
||||||||||||||||||||||||||||||||||
Board,
|
||||||||||||||||||||||||||||||||||
President,
|
||||||||||||||||||||||||||||||||||
and CEO
|
2013
|
571,725 | (1) | - | - | - | - | - | 14,884 | (2) | 586,609 | |||||||||||||||||||||||
2012
|
415,083 | (1) | - | - | - | 85,500 | (2) | 500,583 | ||||||||||||||||||||||||||
Niv Krikov,
|
||||||||||||||||||||||||||||||||||
Treasurer, CFO
|
||||||||||||||||||||||||||||||||||
and Principal
|
||||||||||||||||||||||||||||||||||
Accounting
|
||||||||||||||||||||||||||||||||||
Officer
|
2013
|
241,983 | (3) | - | - | - | - | - | 241,983 | |||||||||||||||||||||||||
2012
|
196,822 | (3) | - | - | - | - | - | 196,822 |
(1)
|
On June 30, 2010, we and Mr. Nissenson entered into an employment agreement (the “2010 Employment Agreement”) pursuant to which Mr. Nissenson was employed by us as its President and CEO, effective as of April 1, 2010. Pursuant to the 2010 Employment Agreement, Mr. Nissenson was paid an annual gross salary of $78,000 in equal monthly payments of $6,500 each. The 2010 Employment Agreement was terminated and replaced on April 1, 2012, as more fully described in Section A under the Section captioned "Certain Relationships and Related Transactions".
|
(2)
|
In 2007, we entered into a consulting agreement with Mr. Nissenson (as amended in 2010 by the First Amendment, the “Nissenson Consulting Agreement”). In consideration of the performance of the services pursuant to the Nissenson Consulting Agreement, effective as of April 1, 2010, NTS agreed to pay Mr. Nissenson a fee of $28,500 per month. In 2012 Mr. Nissenson was paid fees in the aggregate amount of $85,500. Under the Nissenson Consulting Agreement, we acknowledged that in order to render the services pursuant to the Nissenson Consulting Agreement, Mr. Nissenson may be required to travel frequently around the world. Therefore, in order to enable Mr. Nissenson to have a normal family life we agreed to bear certain expenses which are related to Mr. Nissenson's spouse and children. In 2013 and 2012 we incurred airfare expenses for the travels of Mr. Nissenson’s wife and children in amounts of $14,884 and less than $10,000, respectively. The Nissenson Consulting Agreement was terminated and replaced on April 1, 2012, as more fully described in Section A under the Section captioned "Certain Relationships and Related Transactions".
|
(3)
|
Mr. Krikov's employment agreement is described below.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
($)
|
||||||||||||||||||||||||
Guy Nissenson
|
1,500,000
|
(1)
|
–
|
–
|
1.10
|
February 15, 2015
|
–
|
–
|
–
|
–
|
|||||||||||||||||||||||
1,642,379
|
(2)
|
1.10
|
November 2, 2016
|
||||||||||||||||||||||||||||||
Niv Krikov
|
160,000
|
(3)
|
25,000
|
(3)
|
–
|
1.10
|
February 15, 2017
|
–
|
–
|
–
|
–
|
||||||||||||||||||||||
366,761
|
(4)
|
24,451
|
(4)
|
1.10
|
November 2, 2018
|
(1)
|
On February 15, 2010, Mr. Nissenson was granted, under and subject to our 2007 Plan, options to purchase 1,500,000 shares of our common stock, fully vested, exercisable at $1.10 per share and expiring 5 years from the date of grant.
|
(2)
|
In connection with the consummation of our Rights Offering on November 2, 2011, Mr. Nissenson was granted, under and subject to our 2004 Plan, options to purchase 1,642,379 shares of our common stock, fully vested, exercisable at $1.10 per share and expiring 5 years from the date of grant.
|
(3)
|
On February 15, 2010, Mr. Krikov was granted, under and subject to our 2007 Plan, options to purchase 400,000 shares of our common stock, exercisable at $1.10 per share and expiring 7 years from the grant date. 25% of the options vested 12 months from the date of grant. The remaining 75% of the options shall vest over 4 years in equal quarterly installments beginning 15 months from the date of grant. In the event of termination of Mr. Krikov’s employment by us without cause, termination by Mr. Krikov for good reason or termination by Mr. Krikov within 30 days from an event of change of control, all his outstanding unvested options shall immediately and fully vest, which options shall remain outstanding for 1 year from the date of termination. On November 25, 2013 Mr. Krikov exercised 215,000 options.
|
(4)
|
In connection with the consummation of our Rights Offering on November 2, 2011, Mr. Krikov was granted, under and subject to our 2007 Plan, options to purchase 391,212 shares of our common stock, exercisable at $1.10 per share and expiring 7 years from the grant date. 37.5% of the options vested on the date of grant. The remaining 62.5% of the options shall vest in equal installments over a period of 10 quarters with the first quarterly installment vesting on November 14, 2011. In the event of termination of Mr. Krikov’s employment by us without cause, termination by Mr. Krikov for good reason or termination by Mr. Krikov within 30 days from an event of change of control, all his outstanding unvested options shall immediately and fully vest, which options shall remain outstanding for 1 year from the date of termination.
|
Name
|
Fees Earned
($)
|
Stock Awards
($)
|
Options
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||
Guy Nissenson (1)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Shemer S. Schwarz (2)
|
12,000
|
-
|
-
|
-
|
-
|
12,000
|
||||||||||||||||||||||
Arie Rosenfeld (3)
|
12,000
|
-
|
-
|
-
|
-
|
-
|
12,000
|
|||||||||||||||||||||
Timothy M. Farrar (4)
|
12,000
|
-
|
-
|
-
|
-
|
-
|
12,000
|
|||||||||||||||||||||
Alan L. Bazaar (5)
|
12,000
|
-
|
38,380
|
-
|
-
|
-
|
50,380
|
|||||||||||||||||||||
Don Carlos Bell III (6)
|
27,100
|
-
|
38,380
|
-
|
-
|
-
|
65,480
|
|||||||||||||||||||||
Andrew J. MacMillan (7)
|
12,000
|
-
|
38,380
|
-
|
-
|
-
|
50,380
|
|||||||||||||||||||||
Jeffrey E. Eberwein (8)
|
27,000
|
-
|
38,380
|
-
|
-
|
-
|
65,380
|
|||||||||||||||||||||
Richard K. Coleman Jr. (9)
|
27,000
|
-
|
38,380
|
-
|
-
|
-
|
65,380
|
(1)
|
We do not compensate directors who are also employed by it for their services on the board. Accordingly, Mr. Nissenson did not receive any compensation for his services on the board during the fiscal year ended December 31, 2013.
|
(2)
|
As of December 31, 2013, Mr. Schwarz held: (i) 90,000 options, fully vested, at an exercise price of $1.22 per share and with expiration date of September 20, 2015; and (ii) 76,581 options, fully vested, at an exercise price of $1.10 per share and with an expiration date of November 2, 2018.
|
(3)
|
As of December 31, 2013, Mr. Rosenfeld held: (i) 90,000 options, fully vested, at an exercise price of $1.22 per share and with expiration date of September 20, 2015; and (ii) 76,581 options, fully vested, at an exercise price of $1.10 per share and with an expiration date of November 2, 2018.
|
(4)
|
As of December 31, 2013, Mr. Farrar held: (i) 90,000 options, fully vested, at an exercise price of $1.22 per share and with expiration date of December 15, 2016; and (ii) 76,581 options, fully vested, at an exercise price of $1.10 per share and with an expiration date of December 15, 2018.
|
(5)
|
As of December 31, 2013, Mr. Bazaar held 50,000 options, fully vested, at an exercise price of $1.10 per share and with an expiration date of May 8, 2018.
|
(6)
|
As of December 31, 2013, Mr. Bell held 50,000 options, fully vested, at an exercise price of $1.10 per share and with an expiration date of May 8, 2018.
|
(7)
|
As of December 31, 2013, Mr. MacMillan held 50,000 options, fully vested, at an exercise price of $1.10 per share and with an expiration date of May 8, 2018.
|
(8)
|
As of December 31, 2013, Mr. Eberwein held 50,000 options, fully vested, at an exercise price of $1.10 per share and with an expiration date of May 8, 2018.
|
(9)
|
As of December 31, 2013, Mr. Coleman held 50,000 options, fully vested, at an exercise price of $1.10 per share and with an expiration date of May 8, 2018.
|
Name, Title & Address of
Beneficial Owner
|
Amount of
Beneficial
Ownership
(Common
Stock)
|
Nature of Ownership
|
Percent
of Class
|
||||||
Guy Nissenson
(1)(2)
Chairman of the Board, President
and Chief Executive Officer
4711 106th Street
Lubbock, Texas, 79424
United States
|
6,575,244
|
Direct/Indirect
|
14.1
|
%
|
|||||
Niv Krikov
(3)
Treasurer, Chief Financial Officer and
Principal Accounting Officer
7908 Vicksburg Ave.
Lubbock, TX 79424
United States
|
576,212
|
Direct
|
1.3
|
%
|
|||||
Shemer S. Schwarz
(4)
Director
43 Vitkin St.
Ramat Hasharon
Israel
|
242,143
|
Direct
|
*
|
||||||
Arie Rosenfeld
(5)
Director
9, Clos de Wagram
1180 Brussels
Belgium
|
166,581
|
Direct
|
*
|
||||||
Timothy M. Farrar
(6)
Director
572 South Oak Park Way,
Redwood City, CA 94062
United States
|
166,581
|
Direct
|
*
|
||||||
Alan L. Bazaar
(7)
Director
9 Bedford Road
Katonah, NY 10536
United States
|
5,117,514
|
Direct/Indirect
|
11.8
|
%
|
|||||
Don Bell III
(8)
Director
3713 Southwestern Boulevard
Dallas, TX 75225
United States
|
50,000
|
Direct
|
*
|
||||||
Andrew MacMillan
(9)
Director
130 Colonial Parkway, Apt 2K
Yonkers, NY 10710
United States
|
50,000
|
Direct
|
*
|
||||||
Jeffrey E. Eberwein
(10)
Director
Lone Star Value Management, LLC
53 Forest Avenue
Old Greenwich, CT 06870United States
|
2,861,960
|
Indirect
|
6.6
|
%
|
|||||
Richard K Coleman, Jr.
(11)
Director
43 Glenmoor Drive
Cherry Hills Village, CO 80113
United States
|
75,000
|
Direct
|
*
|
||||||
Hollow Brook Wealth Management LLC
(12)
410 Park Avenue - 17th Floor,
New York, NY 10022
United States
|
5,011,966
|
Direct/Indirect
|
11.5
|
%
|
|||||
Richard L. Scott
(13)
568 9th Street S., Suite 276, Naples, FL 34102
United States
|
5,011,966
|
Indirect
|
11.5
|
%
|
|||||
Burlingame Asset Management, LLC and Blair E. Sanford
(14)
One Montgomery Street, 33
rd
Floor
San Francisco, CA 94104
United States
|
8,850,436
|
Indirect
|
19.9
|
%
|
|||||
AQR Capital Management, LLC
(15)
Two Greenwich Plaza, 3
rd
Floor
Greenwich, CT 06830
United States
|
2,484,652
|
Indirect
|
5.7
|
%
|
|||||
Current Directors and Executive Officers as a Group (10 persons)
|
15,881,235
|
Direct/Indirect
|
33.2
|
%
|
(1)
|
Mr. Guy Nissenson holds 3,222,165 shares of our common stock and has direct beneficial ownership of 3,142,379 shares of our common stock issuable upon the exercise of options. In addition, certain stockholders provided Mr. Nissenson with irrevocable proxies representing a total of 50,000 shares of our common stock. Mr. Nissenson is deemed to be a beneficial owner of the foregoing 50,000 shares of our common stock.
|
(2)
|
On July 29, 2010, Mr. Abraham Keinan (our former Chairman of the Board of Directors and former significant shareholder) appointed Mr. Nissenson to act as Mr. Keinan’s proxy in respect of all shares of OUR common stock that Mr. Keinan owns or holds, now or in the future, directly and/or indirectly, or over which Mr. Keinan has proxy authority (the “Keinan Proxy”). The Keinan Proxy is irrevocable, and subject to NRS 78.355, will remain in effect for as long as Mr. Nissenson is the record or beneficial holder of 100,000 or more shares of NTS common stock or is a director or an executive officer of the Company. Considering the Keinan Proxy, Mr. Nissenson is deemed to be a beneficial owner of 160,700 shares of our common stock which are owned by Mr. Keinan.
|
(3)
|
Mr. Niv Krikov has direct beneficial ownership of 576,212 shares of our common stock issuable upon the exercise of options.
|
(4)
|
Mr. Shemer S. Schwarz holds 75,562 shares of our common stock and has direct beneficial ownership of 166,581 shares issuable upon the exercise of options.
|
(5)
|
Mr. Arie Rosenfeld has direct beneficial ownership of 166,581 shares of our common stock issuable upon the exercise of options.
|
(6)
|
Mr. Timothy M. Farrar has direct beneficial ownership of 166,581 shares of our common stock issuable upon the exercise of options.
|
(7)
|
Mr. Bazaar has sole voting and dispositive power over 55,548 shares of our common stock and has direct beneficial ownership of 50,000 shares issuable upon the exercise of options. In addition, Mr. Bazaar has shared voting and dispositive power over 5,011,966 shares of our common stock as Chief Executive Officer of Hollow Brook Wealth Management LLC (“HBWM”) which acts as trustee of a blind trust for the benefit of Mr. Richard L. Scott (the “Scott Blind Trust”), investment adviser of a family partnership controlled by Richard L. Scott’s spouse (the “Scott Family Partnership”) and a revocable trust for the benefit of Mr. Scott’s spouse (the “Scott Revocable Trust”). The Scott Blind Trust, Scott Family Partnership and Scott Revocable Trust (together, the “Scott Trusts”) collectively own 5,011,966 shares of our common stock. Mr. Bazaar disclaims beneficial ownership of all securities held by the Scott Trusts.
|
(8)
|
Mr. Don Bell has direct beneficial ownership of 50,000 shares of our common stock issuable upon the exercise of options.
|
(9)
|
Mr. Andrew MacMillan has direct beneficial ownership of 50,000 shares of our common stock issuable upon the exercise of options.
|
(10)
|
The following information is based in part on Schedule 13D/A filed with the SEC on October 28, 2013 with the SEC by Lone Star Value Investors, LP (“Lone Star Value Investors”), Lone Star Value Investors GP, LLC (“Lone Star Value GP”) Lone Star Value Management, LLC (“Lone Star Value Management”) and Mr. Jeffrey Eberwein. Lone Star Value Investors directly owns 2,811,960 shares of our common stock. Lone Star Value GP is the general partner of Lone Star Value Investors and Lone Star Value Management is the investment manager of Lone Star Value Investors. Mr. Eberwein is the manager of Lone Star Value GP and the sole member of Lone Star Value Management. By virtue of their respective positions, each of Lone Star Value GP, Lone Star Value Management and Mr. Eberwein may be deemed to have beneficial ownership of the securities held by Lone Star Value Investors. In addition, Mr. Eberwein directly owns 50,000 shares issuable upon the exercise of options.
|
(11)
|
Mr. Richard Coleman holds 25,000 shares of our common stock and has direct beneficial ownership of 50,000 shares issuable upon the exercise of options.
|
(12)
|
The following information is based in part on Schedule 13D filed with the SEC on February 14, 2013 by HBWM, E. Wayne Nordberg, Phillip E. Richter and Mr. Bazaar: HBWM has shared voting and dispositive power over 5,011,966 shares of our common stock collectively owned by the Scott Trusts. Mr. Nordberg as Chairman and Chief Investment Officer of HBWM which acts as trustee of the Scott Blind Trust, investment adviser of the Scott Family Partnership and a revocable trust for the benefit the Scott Revocable Trust has shared voting and dispositive power over 5,011,966 shares of common stock collectively owned by the Scott Trusts. In addition, Mr. Richter has sole voting and dispositive power over 21,739 shares of our common stock and as President of HBWM which acts as trustee of the Scott Blind Trust, investment adviser of the Scott Family Partnership and a revocable trust for the benefit the Scott Revocable Trust has shared voting and dispositive power over 5,011,966 shares of our common stock collectively owned by the Scott Trusts. HBWM, Mr. Nordberg and Mr. Richter disclaim beneficial ownership of all securities held by the Scott Trusts. |
(13)
|
Based in part on Schedule 13D/A filed with the SEC on November 16, 2011 by Mr. Richard L. Scott (“Mr. Scott”), Mr. Scott may be deemed to beneficially own 5,011,966 shares of common stock, which are owned collectively by the Scott Trusts. |
(14)
|
The following information is based in part on Schedule 13G/A filed with the SEC on February 14, 2014 by Burlingame Equity Investors Master Fund LP (“Master Fund”), Burlingame Equity Investors II, LP (“Onshore Fund II” and together with the Master Fund, the “Funds”), Burlingame Asset Management, LLC (“BAM”) and Blair E. Sanford (“Mr. Sanford”): BAM is the general partner of the Funds. Mr. Sanford is the managing member of BAM. The 8,850,436 shares of our common stock consist of 7,921,436 shares of common stock, and Warrants (the “Warrants”) exercisable for 929,000 shares of our common stock. The Master Fund, BAM and Mr. Sanford have shared voting power and shared dispositive power over 8,144,676 shares of our common stock consisting of 7,264,654 shares of our common stock and Warrants exercisable for 850,022 shares of our common stock. The Onshore Fund II, BAM and Mr. Sanford have shared voting power and shared dispositive power over 735,760 shares of our common stock consisting of 656,782 shares of our common stock and Warrants exercisable for 78,978 shares of our common stock. BAM may be deemed to beneficially own 8,850,436 shares of our common stock (which include Warrants exercisable for 929,000 shares of our common stock) which are owned by the Funds and Mr. Sanford may be deemed to beneficially own the 8,850,436 shares of our common stock which are owned by BAM. Due to a 19.99% ownership limitation in the Warrants, BAM, Mr. Sanford and the Funds disclaim beneficial ownership with respect to 46,000 shares of our common stock into which the Warrants are exercisable. |
(15)
|
The following information is based in part on Schedule 13G filed with the SEC on February 11, 2014 by AQR Capital Management, LLC (“AQR”): AQR has shared power to vote or dispose of 2,484,652 shares of our common stock. |
|
|
Fiscal Year
|
|
|||||
|
|
2013
|
|
|
2012
|
|
||
Audit Fees
(1)
|
|
$
|
198,500
|
|
|
$
|
180,750
|
|
Audit-Related Fees
(2)
|
|
|
13,000
|
|
|
|
12,500
|
|
Tax Fees
(3)
|
|
|
21,500
|
|
|
|
20,000
|
|
All Other
(4)
|
|
|
17,073
|
|
|
|
12,085
|
|
Total
|
|
$
|
250,073
|
|
|
$
|
225,335
|
|
(1)
|
Audit Fees
consisted of audit work and review services, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as statutory audits, comfort letters, consents, and assistance with and review of documents filed with the Commission.
|
(2)
|
Audit-related Fees
consisted principally of the audit of our employee benefit plan and other attest services.
|
(3)
|
Tax Fees
consisted of fees incurred in connection with tax compliance services
|
(4)
|
All Other
Reimbursement for expenses in connection with professional services rendered to us.
|
Exhibit Number
|
Description
|
|
3.1.1
|
Articles of Incorporation of the Company
(1)
|
|
3.1.2
|
Certificate of Amendment to the Articles of Incorporation of the Company, dated January 18, 2007
(2)
|
|
3.1.3
|
Certificate of Amendment to the Articles of Incorporation of the Company, dated January 25, 2012
(3)
|
|
3.2
|
Reamended and Restated Bylaws of NTS, Inc. dated November 5, 2012
(4)
|
|
List of Subsidiaries
|
||
Consent of Baker Tilly Virchow Krause, LLP dated March 27, 2014 *
|
||
Certification pursuant to section 302 of the Sarbanes - Oxley Act of 2002 *
|
||
Certification pursuant to section 302 of the Sarbanes - Oxley Act of 2002 *
|
||
Certification pursuant to section 906 of the Sarbanes - Oxley Act of 2002 *
|
||
Certification pursuant to section 906 of the Sarbanes - Oxley Act of 2002 *
|
||
101
|
The following materials from NTS, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Loss, (iv) the Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements. (6) *
|
(1)
|
Denotes previously filed exhibit: filed on August 10, 2001 with the Company’s SB-2 Registration Statement.
|
(2)
|
Denotes previously filed exhibit: filed on April 1, 2009 with the Company‘s Form 10-K.
|
(3)
|
Denotes previously filed exhibit: filed on February 1, 2012 with the Company’s Form 8-K.
|
(4)
|
Denotes previously filed exhibit: filed on November 5, 2012 with NTS, Inc.’s Form 8-K.
|
NTS, INC.
|
|||
Date: March 27, 2014
|
By:
|
/s/ Guy Nissenson
|
|
Guy Nissenson
|
|||
President, Chief Executive Officer and Chairman of the Board of Directors
|
Signature
|
Title
|
Date
|
||
/s/ Guy Nissenson
|
President, Chief Executive Officer and Chairman of the Board of Directors
|
March 27, 2014
|
||
Guy Nissenson
|
(Principal Executive Officer)
|
|||
/s/ Niv Krikov
|
Treasurer and Chief Financial Officer
|
March 27, 2014
|
||
Niv Krikov
|
(Principal Financial and Accounting Officer)
|
|||
/s/ Shemer Schwarz
|
Director
|
March 27, 2014
|
||
Shemer S. Schwarz
|
||||
/s/ Arie Rosenfeld
|
Director
|
March 27, 2014
|
||
Arie Rosenfeld
|
||||
/s/ Timothy Farrar
|
Director
|
March 27, 2014
|
||
Timothy M. Farrar
|
||||
/s/ Alan Bazaar
|
Director
|
March 27, 2014
|
||
Alan L. Bazaar
|
||||
/s/ Don Bell III
|
Director
|
March 27, 2014
|
||
Don Carlos Bell III
|
||||
/s/ Andrew MacMillan
|
Director
|
March 27, 2014
|
||
Andrew J. MacMillan
|
||||
/s/ Jeffrey Eberwein
|
Director
|
March 27, 2014
|
||
Jeffrey E. Eberwein
|
||||
/s/ Richard Coleman, Jr.
|
Director
|
March 27, 2014
|
||
Richard K. Coleman, Jr.
|
Exhibit Number
|
Description
|
|
3.1.1
|
Articles of Incorporation of the Company
(1)
|
|
3.1.2
|
Certificate of Amendment to the Articles of Incorporation of the Company, dated January 18, 2007
(2)
|
|
3.1.3
|
Certificate of Amendment to the Articles of Incorporation of the Company, dated January 25, 2012
(3)
|
|
3.2
|
Reamended and Restated Bylaws of NTS, Inc. dated November 5, 2012
(4)
|
|
List of Subsidiaries
|
||
Consent of Baker Tilly Virchow Krause, LLP dated March 27, 2014 *
|
||
Certification pursuant to section 302 of the Sarbanes - Oxley Act of 2002 *
|
||
Certification pursuant to section 302 of the Sarbanes - Oxley Act of 2002 *
|
||
Certification pursuant to section 906 of the Sarbanes - Oxley Act of 2002 *
|
||
Certification pursuant to section 906 of the Sarbanes - Oxley Act of 2002 *
|
||
101
|
The following materials from NTS, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Loss, (iv) the Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements. (6) *
|
(1)
|
Denotes previously filed exhibit: filed on August 10, 2001 with the Company’s SB-2 Registration Statement.
|
(2)
|
Denotes previously filed exhibit: filed on April 1, 2009 with the Company‘s Form 10-K.
|
(3)
|
Denotes previously filed exhibit: filed on February 1, 2012 with the Company’s Form 8-K.
|
(4)
|
Denotes previously filed exhibit: filed on November 5, 2012 with NTS, Inc.’s Form 8-K.
|
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